SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation
Agreement and General Release (“General Release”) is
made and entered into by and between Mariam Morris
(“Ms. Morris” or “you”) and Sucampo
Pharmaceuticals, Inc. (“SPI”), a corporation organized
under the laws of the State of Delaware, and its affiliates
(hereinafter collectively referred to as the
“Company”).
WHEREAS , Ms. Morris’ employment will end
upon the mutually agreed upon date of July 31, 2008 (the
“Date of Termination”);
WHEREAS , following the Date of Termination,
Ms. Morris will be retained by the Company as an independent
contractor consultant pursuant to the terms of the Consulting
Agreement entered into between the parties on August 1,
2008;
WHEREAS , Ms. Morris and the Company intend to
settle any and all claims that Ms. Morris may have against the
Company as a result of any act, occurrence, decision, event or
omission occurring at any time prior to the signing of this General
Release, including, but not limited to, any matter or fact arising
out of Ms. Morris’ employment with SPI, the termination
of Ms. Morris’ employment, or the events giving rise to
this General Release;
NOW,
THEREFORE , in consideration of the provisions and the
mutual covenants contained herein, the parties agree as
follows:
1.
Separation from Employment . Effective as of the Date of
Termination, your employment will end. Except as provided in this
General Release, all benefits and privileges of employment shall
cease as of that date.
2.
Separation Benefits. In connection with your separation from
employment and in consideration of this General Release:
(a) The
Company will pay you the gross amount of $115,500 (equivalent to
six months of your base salary) (the “Severance
Payment”), less required deductions for tax withholding;
and
(b) If you
elect COBRA continuation of your health insurance coverage, the
Company will pay for the amount of COBRA continuation premium, less
the amount equal to the SPI employee portion of health premiums,
for a period ending on the earlier of (i) a date that is six
(6) months following the Date of Termination, or (ii) the
date that you become eligible as an employee or spouse of an
employee of another firm for group medical coverage. Current
medical coverage will continue through the end of
July 2008.
(c) The
Company will pay you an additional $40,000 gross, less required
deductions for tax withholding, representing a prorated portion of
your 2008 Management Bonus target of 30%.
(d) Your
rights with respect to any stock options previously awarded to you
will be determined in accordance with the applicable award
agreement and the Company’s Stock Incentive Plan.
3.
Conditions of Payment . You agree you are not entitled to
the payments and benefits referenced in Section 2 unless you
remain employed in your current position through the Date of
Termination and unless you sign this General Release and do not
rescind and/or revoke in accordance with Section 6
below.
4. Terms
of Payment . The Severance Payment described in Section 2(a)
will be sent to you at your last address of record within ten
(10) days after the expiration of the revocation period
described in Section 6 below, provided you do not revoke the
General Release.
5.
Release of Claims . Ms. Morris and the Company intend
to settle any and all claims that Ms. Morris may have against
the Company as a result of the hiring of Ms. Morris,
Ms. Morris’ employment, Ms. Morris’
compensation while employed, and the termination of
Ms. Morris’ employment. Ms. Morris agrees that in
exchange for SPI’s promises in the General Release and in
exchange for the separation pay and benefits to be paid to
Ms. Morris as described in the General Release, Ms. Morris, on
behalf of herself and her heirs, successors and assigns, hereby
releases and forever discharges the Company, its predecessors,
successors, and assigns, and their respective officers, directors,
shareholders, agents, employees, and insurers (the “Released
Parties”), from all liability for damages and from all claims
that Ms. Morris may have against the Released Parties arising
from or relating to the hiring of Ms. Morris,
Ms. Morris’ compensation while employed, Ms.
Morris’ employment and the termination of
Ms. Morris’ employment, the terms of the Employment
Agreement dated January 2, 2007, as amended, between
Ms. Morris and the Company, and any other actions, decisions,
alleged omissions, or events occurring on or prior to the signing
of this General Release.
A.
Ms. Morris understands and agrees that Ms. Morris’
release of claims in this General Release includes, but is not
limited to, any claims Ms. Morris may have under Title VII of
the Federal Civil Rights Act of 1964, as amended; the Americans
with Disabilities Act, the Equal Pay Act, the Employee Retirement
and Income Security Act, the Age Discrimination in Employment Act,
the Older Worker Benefits Protection Act, the Maryland Fair
Employment Practices Act, or any other federal, state, or local
statute, ordinance, or law.
B.
Ms. Morris also understands that Ms. Morris is giving up
all other claims, whether grounded in contract or tort theories,
including, but not limited to, wrongful discharge, breach of
contract, tortious interference with contractual relations,
promissory estoppel, detrimental reliance, breach of the implied
covenant of good faith and fair dealing, breach of express or
implied promise, breach of manual
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