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Exhibit
10.1
SEVERANCE AGREEMENT AND
GENERAL RELEASE
This Severance Agreement
(“Agreement”) is entered into by and between Scott
Stromatt (“Employee”) and Cell Therapeutics, Inc.
(“Employer” or “CTI”).
RECITALS
A. Employee has been continuously
employed by Employer since January 27, 2003, most recently in
the capacity of Executive Vice President, Clinical Operations and
Regulatory Affairs.
B. Employer and Employee have mutually
decided to terminate Employee’s employment as of
April 4, 2008.
C. Employee and Employer wish to enter
into an agreement to terminate the employment relationship and to
clarify and resolve any disputes that may exist between them,
including any arising out of the employment relationship and its
termination, and the continuing obligations of the parties to each
other following the end of the employment relationship.
AGREEMENTS
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises
contained below, it is agreed as follows:
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1. |
TERMINATION OF EMPLOYMENT |
Employee’s employment
with Employer terminated effective April 4, 2008. Employee and
Employer agree that the mutual covenants and agreements contained
in this Agreement constitute full and valid consideration for the
termination of the Employment relationship and the release
obligations. Employer will not oppose unemployment
benefits.
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2. |
SEVERANCE AND BENEFITS |
A. Employer will pay to
Employee a total of $291,666.66 which is the equivalent to ten
months of pay, at the Employee’s current annual wage.
Severance will be paid in two formats: one lump sum payment of
$87,500.04, and 14 semi-monthly payments of $14,583.33. Employee
acknowledges and agrees that all amounts payable are subject to
withholding by the Employer for federal (state and local, if
applicable) taxes, FICA and any other government mandated
withholdings. The lump sum payment will be processed in the normal
payroll processing schedule following the expiration of the seven
day revocation period of this agreement, as administratively
feasible. The 14 semi-monthly payments will be processed thereafter
according to the company’s normal semi-monthly payroll
schedule following the expiration of the seven day revocation
period of this agreement, as administratively feasible.
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B. Employee’s existing
health insurance will be discontinued as of April 30, 2008.
Employee and covered dependents have the opportunity to continue
group medical, dental and EAP insurance through CTI at Employee
expense pursuant to rights under the federal COBRA statute. The
company will also make a one time payment of $15,000.00 to assist
the employee with transitioning health insurance.
C. Employee will discontinue
vesting in any stock option grants or restricted stock grants as of
April 4, 2008, with the exception identified in Section 5
A. “Duty to Cooperate” of this document. Employee will
receive information explaining the time frame he has for exercising
any vested options he may have, by mail.
D. Employee’s vacation
accrual will cease as of April 4, 2008. Employee’s
accrued and unused vacation time will be paid out on the employees
final pay check.
Employee releases Employer,
its officers, directors, managers, agents, attorneys, employees,
representatives, administrators, and successors, from all claims he
has or may have, whether known or unknown, against Employer as of
the date he executes this Agreement, including, but not limited to,
claims in any way connected with Employee’s employment with
Employer and/or the termination of that employment. Employer
releases Employee, his agents, attorneys, representatives,
administrators, and successors, as of the date he executes this
Agreement, from all claims it has or may have, whether known or
unknown, including, but not limited to, claims in any way connected
with Employee’s employment with Employer and/or the
termination of that employment. The rights and claims covered by
these releases of claims include, without limitation, all rights or
claims arising out of any contracts, expressed or implied (except
as set forth in paragraphs 4, 5 and 6 below), any tort theory, any
theory of wrongful discharge or negligent or intentional
wrongdoing, any claim of retaliation or whistleblower protection,
or any Federal, State or other governmental statute, ordinance or
regulation, without limitation as to subject matter, including, but
not limited to, Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, The Civil Rights Act of 1991, the
Americans With Disabilities Act, the Fair Labor Standards Act, the
Family and Medical Leave Act, the Older Workers Benefit Protection
Act, any federal, state or local
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whistleblower protection statute,
ordinance or regulation, the Employment Retirement Income Security
Act, the state law against discrimination in the state of
Employee’s residence, any state family leave law in the state
of Employee’s resident, any claim for lost benefits or wages
(whether present or future), attorneys’ fees and costs, and
any other legal limitation on the employment relationship or
regulation or statute pertaining to the employment relationship in
any way. It is the intention of both parties to make this release
as broad and general as the law permits.
Employer and Employee agree
to keep all aspects of this Agreement confidential including, but
not limited to, the terms of this Agreement and the negotiations
that lead up to this Agreement. Employer and Employee agree they
will not disclose this information in any manner, whether in
writing or orally, to any person, directly or indirectly, or by or
through any agent, representative, attorney, or any other such
person, except that the Employer and Employee may disclose this
information necessary in the course of preparing financial
documents, income tax returns, dealing with the Internal Revenue
Service or any state taxing authority, or as otherwise required by
law, or as to Employer, in the preparation and dissemination of
information to its officers, Board of Directors and shareholders or
as required for Employer’s reporting purposes.
Employer and Employee agree
not to discuss with any current or former employer, or any third
party, any issues relating to Employee’s
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