Exhibit 10.4
SEPARATION OF EMPLOYMENT
AGREEMENT
AND GENERAL RELEASE
THIS SEPARATION OF EMPLOYMENT AGREEMENT
AND GENERAL RELEASE (the “Agreement”) is made as of the
date set forth below immediately above the signatures hereto, by
and between IGI Laboratories, Inc., having an address at 105
Lincoln Avenue, Buena, New Jersey 08310 (the “Company”)
and Rajiv Mathur, having an address at 35 Milestone Drive, Ringoes,
New Jersey 08551 (“Mathur”).
WHEREAS, Mathur’s employment with
the Company will terminate as of the date hereof; and
WHEREAS, the Company has agreed to
provide Mathur with a separation package, subject to the execution
and non-revocation of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED by
and between Mathur and the Company as follows:
1.
Resignation . Mathur hereby resigns all employment, Board
of Director and other positions with the Company, effective as of
May 28, 2009 (“Termination Date”).
2.
Separation Payments
.
a.
The Company shall pay to Mathur his
accrued but unpaid cash compensation which shall consist of:
(i) Mathur’s base salary through the date his
employment with the Company terminated that has not yet been paid,
(ii) any accrued but unpaid vacation pay, and (iii) any
unreimbursed employee business expenses incurred prior to the date
hereof to the extent Mathur has submitted a valid claim for such
expenses.
(1)
In consideration for Mathur’s
obligations as set forth herein (including, without limitation, the
execution and non-revocation of this Agreement and agreeing to be
bound by the terms of Paragraph 3 below), subject to the Mathur
conducting himself in accordance with and not violating the terms
of this Agreement and in full satisfaction of any and all
obligations of the Company including, without limitation, under any
severance policy or program maintained by the Company or the terms
of the Employment Agreement, the Company hereby agrees to pay
Mathur Three Hundred Twelve Thousand Seven Hundred Ninety Eight
Dollars ($312,798), less any applicable withholding taxes, such
amount to be paid ratably over a twelve month period with equal
portions, less applicable withholding taxes, to be paid to Mr.
Mathur on each regular payroll payment date during such period.
The first installment of such amount will be made on the
first regular payroll date that occurs after the Termination
Date.
3.
Benefits .
a.
Continuation of Health/Group Life
Insurance Benefits .
Following the Termination Date, in addition to the severance
pay described above, subject to the non-revocation of this
Agreement, Mathur is entitled to receive the group health benefits
coverage in effect on the Termination Date (or generally comparable
coverage) for himself and, where
applicable, his spouse and eligible
dependents (to the extent they were receiving such coverage as of
the Termination Date), at the same premium rates as may be charged
from time to time for employees of IGI generally, which coverage
will be provided until the earlier of (i) twelve months from the
date hereof and (ii) the date Mathur is or becomes eligible for
coverage under group health plan(s) of any other employer.
Such continued coverage will run concurrently with
COBRA.
b.
401(k) Plan
. If available, Mathur will be
entitled to receive benefits under the IGI Laboratories, Inc.
401(k) Plan in accordance with the terms and conditions of the
plan.
4.
Mutual Release .
a.
Mathur Release
.
(1)
Mathur, for and in consideration of the
commitments of the Company as set forth in this Agreement, and
intending to be legally bound, does hereby REMISE, RELEASE AND
FOREVER DISCHARGE the Company, its affiliates, subsidiaries and
parents, and its officers, directors, employees, and agents, and
its and their respective successors and assigns, heirs, executors,
and administrators (each, a “Company Releasee” and
collectively, “Company Releasees”) from all causes of
action, suits, debts, claims and demands whatsoever in law or in
equity, which Mathur ever had, now has, or hereafter may have,
whether known or unknown, or which Mathur’s heirs, executors,
or administrators may have, by reason of any matter, cause or thing
whatsoever, from the beginning of Mathur’s employment to the
date of this Agreement, and particularly, but without limitation of
the foregoing general terms, any claims arising from or relating in
any way to Mathur’s employment relationship with the Company
and/or its predecessors, subsidiaries or affiliates, the terms and
conditions of that employment relationship, and the termination of
that employment relationship, including, but not limited to, any
claims arising under the Age Discrimination in Employment Act, the
Older Workers Benefit Protection Act (“OWBPA”), Title
VII of The Civil Rights Act of 1964, the Americans with
Disabilities Act, the Family and Medical Leave Act of 1993, the
Employee Retirement Income Security Act of 1974, and any other
claims under any federal, state or local common law, statutory, or
regulatory provision, now or hereafter recognized, and any claims
for attorneys’ fees and costs. This Agreement is
effective without regard to the legal nature of the claims raised
and without regard to whether any such claims are based upon tort,
equity, implied or express contract or discrimination of any
sort.
(2)
To the fullest extent permitted by law,
Mathur represents and affirms that (i) Mathur has not filed or
caused to be filed on Mathur’s behalf any claim for relief
against the Company or any Company Releasee and, to the best of
Mathur’s knowledge and belief, no outstanding claims for
relief have been filed or asserted against the Company or any
Company Releasee on Mathur’s behalf; (ii) Mathur has not
reported any improper, unethical or illegal conduct or activities
to any supervisor, manager, department head, human resources
representative, agent or other representative of the Company, to
any member of the Company’s legal or compliance departments,
or to the ethics hotline, and has no knowledge of any such
improper, unethical or illegal conduct or activities; and (iii)
Mathur will not file, commence, prosecute or participate in any
judicial or arbitral action or proceeding against the Company
or
any Company Releasee based upon or
arising out of any act, omission, transaction, occurrence,
contract, claim or event existing or occurring on or before the
date of this Agreement.
b.
Company Release
. The Company, for and in
consideration of the commitments of Mathur set forth in this
Agreement, and intending to be legally bound, does hereby REMISE,
RELEASE AND FOREVER DISCHARGE Mathur, its his dependents, heirs,
executors, and administrators (each, a “Mathur
Releasee” and collectively, “Mathur Releasees”)
from all causes of action, suits, debts, claims and demands
whatsoever in law or in equity, which the Company ever had, now
has, or hereafter may have, whether known or unknown, by reason of
any matter, cause or thing whatsoever, from the beginning of
Mathur’s employment to the date of this Agreement, and
particularly, but without limitation of the foregoing general
terms, any claims arising from or relating in any way to
Mathur’s employment relationship with the Company and/or its
predecessors, subsidiaries or affiliates, the terms and conditions
of that employment relationship, and the termination of that
employment relationship, including, but not limited to, any claims
arising under any federal, state or local common law, statutory, or
regulatory provision, now or hereafter recognized, and any claims
for attorneys’ fees and costs. This Agreement is
effective without regard to the legal nature of the claims raised
and without regard to whether any such claims are based upon tort,
equity, implied or express contract or discrimination of any
sort.
5.
Confirmation of Non-Compete and
Non-Solicitation Provisions .
In consideration of the commitments of the Company set
forth here
