SEVERANCE AGREEMENT AND GENERAL
RELEASE
This SEVERANCE
AGREEMENT AND GENERAL RELEASE (“Agreement”) is made
and entered into by Michael Darwin (“Employee”) and
BioCryst Pharmaceuticals, Inc. (“the
Company”).
The Company
currently employs Employee as Vice President, Finance. The parties
desire to terminate the employment relationship effective
December 31, 2008. Employee also desires severance benefits.
The parties have agreed upon acceptable terms as described herein.
Employee represents that he has carefully read the entire
Agreement, understands its consequences, and voluntarily enters
into it.
In consideration
of the above and the mutual promises set forth below, Employee and
the Company agree as follows:
1.
SEPARATION . Employee’s employment with the Company
will terminate, effective December 31, 2008.
2.
SEVERANCE BENEFITS . The Company will:
(i) pay Employee
severance pay in the amount of $161,713 (less applicable
withholdings) payable in a lump sum on the first regular payday
after the revocation period set forth in paragraph 8 below
expires;
(ii) reimburse
Employee for the COBRA premiums that he actually pays to continue
his coverage under the Company’s group health/dental plan
during the 12-month period immediately following the effective
termination date. Nothing in this Agreement shall constitute a
guarantee of COBRA continuation coverage or benefits. Employee
shall be solely responsible for all obligations in electing COBRA
continuation coverage and taking all steps necessary to qualify for
such coverage. In the event that he receives a reimbursement check
for a COBRA premium that he did not actually pay, then he shall
return the reimbursement check immediately to the Company;
and
(iii) provide
Employee with an executive outplacement assistance package, package
and provider to be chosen by the Company.
The severance
benefits afforded under this Agreement are in lieu of any other
compensation or benefits to which Employee otherwise might be
entitled.
3.
ACCRUED VACATION . The Company will pay Employee for any
accrued but untaken vacation.
4.
RELEASE . In consideration of the benefits conferred by this
Agreement, EMPLOYEE (ON BEHALF OF HIMSELF AND HIS ASSIGNS, HEIRS
AND OTHER
REPRESENTATIVES) RELEASES THE COMPANY, ITS
PREDECESSORS, SUCCESSORS AND ASSIGNS AND ITS AND/OR THEIR PAST,
PRESENT AND FUTURE OWNERS, PARENTS, SUBSIDIARIES, AFFILIATES,
PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES,
EMPLOYEE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS,
TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS
(“RELEASEES”) FROM ALL CLAIMS AND WAIVES
ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE
RELATING TO HIS EMPLOYMENT WITH THE COMPANY, ITS PREDECESSORS,
SUBSIDIARIES OR AFFILIATES OR HIS SEPARATION THEREFROM
arising before the execution of the
Agreement, including but not limited to claims: (i) for
discrimination, harassment or retaliation arising under federal,
state or local laws prohibiting age (including but not limited to
claims under the Age Discrimination in Employment Act of 1967
(ADEA), as amended), sex, national origin, race, religion,
disability, veteran status or other protected class discrimination,
harassment or retaliation for protected activity; (ii) for
compensation and benefits (including but not limited to claims
under the Employee Retirement Income Security Act of 1974, as
amended, (“ERISA”), Fair Labor Standards Act of 1934
(FLSA), as amended, and similar federal, state, and local laws;
(iii) under federal, state or local law of any nature
whatsoever (including but not limited to constitutional, statutory,
tort, express or implied contract or other common law); and
(iv) for attorneys’ fees. The release of claims set
forth in this paragraph does not apply to claims for workers’
compensation benefits or unemployment benefits filed with the
applicable state agencies.
5. AGENCY
CHARGES/INVESTIGATIONS . Nothing in this Agreement shall
prohibit Employee from filing a charge or participating in an
investigation or proceeding conducted by the U.S. Equal Employment
Opportunity Commission or other governmental agency with
jurisdiction concerning the terms, conditions and privileges of his
employment; provided, however, that by signing this Agreement,
Employee waives his right to, and shall not seek or accept, any
monetary or other relief of any nature whatsoever in connection
with any such charges, investigations or proceedings.
6.
COVENANT NOT TO SUE . Employee will not sue Releasees on any
matters relating to his employment arising before the execution of
this Agreement, including but
|
