Exhibit 10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation Agreement and General Release
(hereinafter “Agreement”) is hereby entered into
effective this 14 th day of December, 2007, between Celsion
Corporation (hereinafter “Celsion”) and William Hahne,
MD (hereinafter “Dr. Hahne”), 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 Dr. Hahne’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 Dr. Hahne’s employment will voluntarily terminate
effective December 31, 2007. The Parties further agree
that they will cooperate regarding all announcements of the
Mr. Hahne’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.
2. Beginning
January 1, 2008, Celsion will commence paying Dr. Hahne
severance for a period of 3 months (January 1, 2008 to
March 31, 2008). Such payments will be made in accordance with
Celsion’s regular payroll practices and the amount will be at
a rate equal to Dr. Hahne’s base rate of pay as of
November 1, 2007. Celsion further agrees that it will
pay the premiums associated with Dr. Hahne’s continued
participation in Celsion’s healthcare plan under COBRA for a
6 month period beginning January 1, 2008, unless
Mr. Hahne earlier becomes eligible to participate in another
healthcare plan.
3. Celsion agrees to
pay Mr. Hahne the amount equal to one (1) month’s
rent for Dr. Hahne’s apartment in Columbia,
Maryland.
4. As further
consideration for this Agreement, Celsion agrees that
Dr. Hahne’s stock options shall vest immediately and
remain fully exercisable in accordance with their respective
terms.
5. Dr. Hahne
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, except as expressly
provided herein .
6. Dr. Hahne
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.
7. Dr. Hahne
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 interest, and customers from any and all grievances,
claims, actions or causes of action, obligations, contracts,
promises, damages, judgments, expenses, and liabilities, known or
unknown, whatsoever which he now has, has had, or may have, whether
the same be at law, in equity, or mixed, in any way arising from or
relating to any act, occurrence, or transaction before the date of
this Agreement, including without limitation his employment with
and separation of employment with Celsion. This is a General
Release. Dr. Hahne expressly acknowledges that this
General Release includes, but is not limited to,
Mr. Hahne’s intent to release Celsion from any claim
relating to his employment at Celsion, including, but not limited
to, tort and contract claims, arbitration claims, statutory claims,
claims under any state or federal wage and hour law or wage
collection law, and claims of age, race, color, sex,
relig
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