Exhibit 10.3
SEPARATION AGREEMENT AND
RELEASE
This Separation Agreement and
Release (“Agreement”) is made and entered into by and
between Nicole Onetto, an individual (“Employee”), and
ZymoGenetics, Inc., a Washington corporation
(“Employer”), and sets forth the terms upon which
Employer and Employee have agreed to end Employee’s
employment with Employer.
RECITALS
A. Employee has served Employer as
Senior Vice President, Development & Chief Medical
Officer.
B. Employer and Employee have
mutually agreed to end Employee’s relationship with Employer
under the terms set forth in this Agreement.
C. Employer has advised Employee of
her right to consult an attorney prior to signing this Agreement
and has provided her with at least 45 days to consider the terms
set forth in this Agreement and to seek legal assistance. Employee
has either consulted an attorney of her choice or voluntarily
elected not to consult legal counsel, and understands that she is
waiving all potential claims against Employer.
D. This Agreement is not and should
not be construed as an admission or statement by either party that
it or any other party has acted wrongfully or unlawfully. Both
parties expressly deny any wrongful or unlawful action.
AGREEMENT
1. Separation Date .
Employee’s final day of employment is July 31, 2009 (the
“Separation Date”), although Employee will have no
further work responsibilities after June 5, 2009. Employee
will receive a payout of accrued unused vacation pay on the
August 15, 2009 payroll date.
2. Severance and Other
Benefits .
(a) Severance Payments .
Employer will pay Employee as a severance benefit twelve
(12) months salary (the “Severance Payments”).
This benefit shall be paid in lump sum on or before August 15,
2009. Employer will deduct customary and required withholdings
including social security, federal and state income taxes, and
state disability insurance from these Severance Payments. Employer
shall annually issue and file a W-2 form reflecting the Severance
Payments. The parties acknowledge and agree that from the
Separation Date, Employee shall no longer be an employee of
Employer, and that the Severance Payments are being made in
connection with the severance of Employee’s
employment.
The Severance Payments described in
the foregoing paragraph are expressly contingent upon the
Employee’s full compliance with the terms of this Agreement
and her continuing obligations under her Employee Inventions and
Proprietary Information Agreement with Employer (the
“Confidentiality Agreement”), a copy of which is
attached hereto as Exhibit A, and her obligations under the
surviving terms of her Amended and Restated Employment Agreement
with Employer (the “Employment Agreement”), dated
July 3, 2008, a copy of which is attached hereto as
Exhibit B. Should Employee fail to fully comply with her
obligations under either of these agreements, the Severance
Payments will immediately cease, Employee shall forfeit rights to
any future Severance Payments, and Employee shall immediately
return to Employer an amount equal to any Severance Payments
already made.
(b) Health Benefits . If
Employee timely (and properly) elects to continue her (and her
spouse’s and dependent children’s) coverage under
Employer’s group medical, dental and vision insurance plans
pursuant to Code Section 4980B(f) (“COBRA”), then
Employer shall pay the premium for such coverage for a period of
twelve (12) months following the Separation Date, until
Employee becomes covered under a comparable group health plan, or
until Employee is no longer entitled to COBRA continuation coverage
under the applicable Employer group health plan, whichever period
is the shortest, but only to the extent that Employer would have
paid such premiums had Employee remained employed by
Employer.
3. Stock Options . Under the
terms and provisions of the ZymoGenetics, Inc. 2001 Stock Incentive
Plan, Employee shall have three months from the Separation Date to
exercise any vested stock options, unless Employee elects by
written consent to extend the exercise period to twelve months from
the Separation Date. Further details about the exercise of vested
options will be provided under separate cover from Charles
Schwab & Co.
4. General Release of Claims by
Employee . For and in consideration of the payments and
benefits set out in this Agreement, Employee, on behalf of herself
and her agents, heirs, successors and assigns, finally, fully and
unconditionally releases and discharges Employer, and any and all
of its subsidiaries, affiliates and other related companies, as
well as any and all of its and their officers, directors, agents,
employees, partners, shareholders, attorneys, predecessors,
successors and assigns (the “Released Parties”) from
any and all claims, demands, liabilities, damages, obligations,
actions or causes of action of any kind, known or unknown, past or
present, arising out of, relating to, or in connection with
Employee’s employment, termination of employment, or the
holding of any office with Employer or any other related
entity.
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The claims released by Employee
include, but are not limited to, claims for defamation, libel,
invasion of privacy, intentional or negligent infliction of
emotional distress, wrongful termination, constructive discharge,
breach of contract, breach of the covenant of good faith and fair
dealing, breach of fiduciary duty, and fraud. The claims released
by Employee further include claims under federal, state or local
laws prohibiting employment discrimination and claims under federal
and state labor statutes and regulations, including, but not
limited to, the Age Discrimination in Employment Act, the
Washington Law Against Discrimination, Title VII of the Civil
Rights Act of 1964, as amended, the Family and Medical Leave Act,
and the Worker Adjustment and Retraining Notification Act, as well
as any and all claims, demands, debts, and causes of action of
whatsoever kind or nature, whether known or unknown, suspected or
unsuspected, matured or unmatured, which Employee now has or claims
to have or had at any time or claimed to have against the Released
Parties in connection with Employee’s employment, termination
from employment, or the holding of any office with Employer or any
other related entity.
Employee agrees to forever refrain
from instituting, initiating, prosecuting, maintaining or
voluntarily participating in any lawsuit, claim or other proceeding
in any jurisdiction or forum relating in any way to her employment,
termination from employment, or the holding of a
