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Exhibit 10.1
SEPARATION OF EMPLOYMENT AGREEMENT AND
GENERAL RELEASE
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL
RELEASE (this " Agreement "), is entered into by and
between Redpoint Bio Corporation (the " Company ") and
Robert Bryant (" Employee ").
BACKGROUND
WHEREAS, Employee currently serves as the Vice President of
Discovery Research of the Company pursuant to the terms and
conditions set forth in an Offer Letter between the Company and
Employee, dated March 15, 2004 (the " Offer Letter
");
WHEREAS, effective as of January 16, 2009 (the "
Separation Date "), Employee will cease to serve as the Vice
President of Discovery Research of the Company; and
WHEREAS, in connection with the termination of
Employee’s employment with the Company, Employee and the
Company desire to evidence the terms of certain agreements that
have been reached between Employee and the Company regarding equity
and other compensation and payments, on the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set
forth in this Agreement and of other good and valuable
consideration the sufficiency of which Employee acknowledges, and
intending to be legally bound hereby, Employee and the Company
agree as follows:
SEVERANCE
1.
Severance . Subject in all respects to the terms of
this Agreement and Employee’s execution and non-revocation of
this Agreement (See Section 7 below), the Company will provide
Employee with the severance payment and benefits set forth
below.
1.1
The Company will pay Employee an amount equal to ten
(10) weeks of Employee’s base salary at the rate in
effect immediately prior to the Separation Date, less applicable
tax withholding, (the "Severance Payment") which will be paid in
equal installments in accordance with the Company’s normal
payroll practices, beginning within thirty (30) days following the
Separation Date.
1.2
The Company will pay Employee the compensation described in the
Consulting Agreement, which is attached hereto as
Exhibit A (the "Consulting Agreement"), for his
consulting services following the Separation Date. Employee
and the Company reasonably anticipate that as of the Separation
Date the level of bona fide services provided by Employee to the
Company will be reduced permanently to a level less than or equal
to 20% of average level of services performed by Employee while
employed by the Company during the 36-month period immediately
preceding the Separation Date such that Employee will be considered
to have had a "separation from service" (within the meaning of such
term under section 409A of the Internal Revenue Code of 1986, as
amended (the "Code")), subject to the terms and conditions of the
Consulting Agreement entered into by Employee and the Company
effective as of the Separation Date.
1
1.3
The Company shall provide Employee with continued health, dental
and vision coverage at the level in effect as of the Separation
Date (or generally comparable coverage) for Employee and, where
applicable, Employee’s spouse and dependents, on the same
terms as such coverage is available to employees of the Company
generally, at the same premium rates and cost sharing as may be
charged from time to time for employees of the Company generally,
as if Employee had continued in employment until the end of the ten
(10)-week period following the Separation Date. The COBRA
health care continuation coverage period under section 4980B of the
Code or any replacement or successor provision of United States tax
law, shall run concurrently with the period of continued coverage
following the Separation Date.
1.4
The Compensation Committee of the Board of Directors of the Company
(the " Committee ") has approved by resolution an extended
period of time during which Employee may exercise outstanding stock
options held by Employee that are exercisable as of the Separation
Date (such stock options, the " Vested Stock Options
"). In accordance therewith, Employee may exercise the Vested
Stock Options at any time during the six (6)-month period following
the Separation Date, so that Employee may exercise the Vested Stock
Options through and including July 16, 2009 (the " Option
Expiration Date "). If Employee fails to exercise the
Vested Stock Options on or before the Option Expiration Date, the
Vested Stock Options shall terminate and Employee shall not have
any right to exercise any portion of the Vested Stock Options after
the Option Expiration Date. Any stock options held by
Employee that are not exercisable as of the Separation Date shall
be forfeited as of the Separation Date and Employee shall have no
further rights with respect thereto.
Employee hereby acknowledges and agrees that the Severance
Payment and other benefits described in this Section 1 are
being provided to Employee as consideration for Employee’s
execution and non-revocation of, and in reliance upon
Employee’s representations in this Agreement. Employee
further acknowledges and agrees that if Employee does not execute
or executes and revokes this Agreement, Employee would not
otherwise be entitled to the Severance Payment and other benefits
described in this Section 1 or any other payment, and such
Severance Payment and other benefits are sufficient consideration
for Employee’s execution and non-revocation of this
Agreement.
AGREEMENTS OF EMPLOYEE
2.
Acknowledgements . Employee agrees and represents that
the following are true and correct:
2.1
Employee’s employment with the Company permanently ended on
the Separation Date, and the Company has no future obligation to
re-employ Employee, other than engaging Employee as a consultant
pursuant to the Consulting Agreement.
2.2
The Company will pay to Employee all amounts due from the Company
through the Separation Date including but not limited to the
following: (a) all wages earned, (b) payment for all
accrued but unused paid vacation time as recorded in accordance
with the Company’s vacation policy, and
(c) reimbursement for all reasonable and necessary business
travel and entertainment expenses incurred on behalf of the Company
through the Separation Date. No
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other amounts are due to Employee from the Company, except under
this Agreement and only if this Agreement becomes effective and
enforceable.
2.3
Employee has returned to the Company all items of property provided
by the Company for Employee’s use during employment with the
Company.
2.4
Employee has returned to the Company all documents and materials
(in electronic, paper or other form) created or received by
Employee in the course of employment with the Company,
except Employee’s personal copies of documents
evidencing (a) Employee’s hire, compensation rate and
payments, benefits, (b) stock options, restricted stock, and
documents received as a stockholder and (c) the Offer
Letter.
2.5
Employee hereby acknowledges and agrees that Employee previously
entered into an Agreement Regarding Confidentiality and Inventions,
dated April 6, 2004, (the "Confidentiality Agreement").
Even if Employee did not sign this Agreement, Employee would still
have continuing obligations under the Confidentiality
Agreement.
3.
General Waiver & Release . Except as
described in Sections 3.3 and 3.4 below, Employee waives and
releases any and all claims, whether or not now known to Employee,
against the Company, its parent, subsidiary and affiliated
companies, and all of their past and present officers, directors,
employees, agents and assigns (collectively, " Releasees "),
arising from or relating to any and all acts, events and omissions
occurring prior to the date Employee signs this Agreement.
3.1
Included Claims. The claims being waived and released
include, without limitation:
(a)
any and all claims arising from or relating to E
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