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Exhibit
10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation Agreement and
General Release (hereinafter “Agreement”) is hereby
entered into effective this 24th day of September, 2007, between
Celsion Corporation (hereinafter “Celsion”) and Anthony
P. Deasey (hereinafter “Mr. Deasey”), who are
collectively referred to herein as the
“Parties.”
WHEREAS the Parties desire
and agree to fully and finally resolve any and all existing or
potential issues, claims, causes of action, grievances and disputes
that do, or could relate thereto or arise out of their employment
relationship or severance thereof, without any admission of
liability or finding or admission that any of
Mr. Deasey’s or Celsion’s rights, under any
statute, claim or otherwise, were in any way violated. In
consideration of the mutual promises contained herein, and other
good and valuable consideration as hereinafter recited, the receipt
and adequacy of which is hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
1. The Parties agree that
Mr. Deasey’s employment as the Executive Vice President
and Chief Financial Officer (“CFO”) voluntarily
terminates effective September 30, 2007. Effective
October 1, 2007, the Parties agree that
Mr. Deasey’s daily responsibilities will cease and that
Mr. Deasey’s time in the office will no longer be
required. Mr. Deasey and Celsion agree that Mr. Deasey
shall be retained as an employee of Celsion to perform assigned
transitional services (including projects as assigned) for Celsion.
The assignments will be such that they will not interfere with
Mr. Deasey’s search for other employment.
2. In the event that
Mr. Deasey secures other employment during the period of
October 1, 2007 to January 31, 2008, his employment will
terminate. So long as it does not interfere or conflict with the
performance of his duties and responsibilities to any such new
employer, Mr. Deasey shall remain reasonably available by
telephone to assist Celsion on transitional matters. The parties
understand and agree that Mr. Deasey shall receive a minimum
of 3 months pay from the effective date of his termination as CFO
regardless of when his employment actually terminates.
3. The Parties further agree
that they will cooperate regarding all announcements of
Mr. Deasey’s decision to depart from Celsion and that
neither party will issue any release without consulting with and
obtaining the consent of the other Party regarding the statements
to be contained therein. The Parties agree that they will not
unreasonably withhold consent to such announcements. Celsion agrees
that it will share the language of the proposed filing with the SEC
regarding his separation with Mr. Deasey in order to afford
him an opportunity to comment thereon prior to its
filing.
Initial Tardugno: MHT
Initial Deasey:
APD
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4. Beginning February 1,
2008, Celsion will commence paying Mr. Deasey severance, equal
to one year’s salary of $299,250, in equal quarterly payments
commencing February 1, for a period of 12 months (February 1,
2008 to January 31, 2009.
5. Celsion further agrees
that it will pay the premiums associated with
Mr. Deasey’s life insurance and his continued
participation in Celsion’s healthcare plan under COBRA for
the 12 month severance period referred to above. In the event
Mr. Deasey earlier becomes eligible to participate in another
healthcare plan, Celsion shall no longer be responsible for his
COBRA premiums. And in the event Mr. Deasey earlier becomes
eligible to participate in another company-sponsored life insurance
plan, Celsion shall no longer be responsible for his life insurance
premium.
6. Celsion agrees to pay
Mr. Deasey his bonus for 2007 of $89,775 which represents 75%
of his target bonus of 40%. Mr. Deasey’s 2007 bonus in
the gross amount of $89,775 shall be paid at the time such payments
are made for other executive level employees of Celsion or no later
than March 15, 2008, whichever comes first. Mr. Deasey
shall also be paid a separation bonus equal to the average of his
last two years’ bonus, grossed up for purposes of
Mr. Deasey’s average federal tax obligation for such
payment. The separation bonus payment will be paid to
Mr. Deasey no later than January 31, 2008. The amount of
this separation bonus is $82, 400 plus the average federal tax
obligation on such amount.
7. As further consideration
for this Agreement, Celsion agrees that Mr. Deasey’s
stock options, as described in Paragraph 3(c) of his
January 1, 2004 Employment Agreement with Celsion and listed
in Appendix A., shall vest immediately and remain fully exercisable
in accordance with their respective terms.
8. Mr. Deasey agrees and
acknowledges that Celsion owes him no wages, benefits,
compensation, property, stock or money of any kind or nature
relating to his employment with Celsion under the terms of his
January 1, 2004 Employment Agreement with Celsion, except as
expressly provided herein.
9. Celsion agrees that
Mr. Deasey has fully performed his obligations under the terms
of his January 1, 2004 Employment Agreement with it and that,
except as provided in Paragraph 5 thereof, he does not owe Celsion
further performance thereunder.
Initial Tardugno: MHT
Initial Deasey:
APD
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10. Mr. Deasey agrees
that upon the separation of his employment with Celsion, he will
surrender to Celsion every item and every document that is
Celsion’s property (including but not limited to keys,
records, vehicles, computers, peripherals, computer files and
disks, notes, memoranda, software, data, inventory and equipment)
or contains Company information, in whatever form. All of these
materials are the sole and absolute property of Celsion.
11. Mr. Deasey hereby
agrees that he will, and hereby does, forever and irrevocably
release and discharge Celsion, its officers, directors, employees,
agents, affiliates, parents, subsidiaries, divisions, predecessors,
purchasers, assigns, representatives, successors, successors in
intere
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