SEVERANCE AGREEMENT AND GENERAL
RELEASE
This SEVERANCE
AGREEMENT AND GENERAL RELEASE (the “ Agreement
”) is made and entered into by Chenyqua Baldwin (“
Employee ”) and Cornerstone Therapeutics Inc., a
Delaware corporation (the “ Company
”).
The
Company’s subsidiary currently employs Employee as Vice
President — Finance, Chief Accounting Officer and Controller,
pursuant to an employment agreement dated March 1, 2006 (the
“Employment Agreement”). Employee submitted her
resignation from employment with the Company, to be effective
May 7, 2009. The Company is willing to provide certain
severance benefits in exchange for Employee’s entering into
this Agreement, and Employee desires those severance benefits. The
parties have agreed upon acceptable terms for the termination of
Employee’s employment as described herein. The parties desire
to terminate their employment relationship on mutually agreeable
terms and avoid all litigation relating to the employment
relationship and its termination.
In consideration
of the above and the mutual promises set forth below, Employee and
the Company agree as follows:
1.
SEPARATION; PAYMENTS WHETHER SIGN OR NOT . Whether or
not Employee chooses to sign this Agreement, Employee’s
employment with the Company will terminate pursuant to her
resignation, effective May 7, 2009 (the “ Effective
Termination Date ”). Whether or not Employee chooses to
sign this Agreement, the Company will:
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(a)
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pay
Employee’s unpaid base salary, through the Effective
Termination Date, less lawful deductions, payable on the first
regular payday following the Effective Termination Date;
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(b)
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pay
Employee for unused, accrued vacation as of the Effective
Termination Date, less lawful deductions, payable on the first
regular payday following the Effective Termination Date;
and
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(c)
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administer Employee’s stock
options in accordance with the applicable stock option plan(s)
and/or agreement(s).
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2.
SEVERANCE BENEFITS . In consideration for
Employee’s signing of this Agreement, and in compliance with
the promises made herein, the Company agrees that, provided that
Employee does not revoke her acceptance of this Agreement pursuant
to Section 9 of this Agreement, the Company will:
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(a)
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pay
Employee the amount of One hundred eleven thousand, eight hundred
and 00/100 Dollars ($111,800.00) (less lawful deductions) payable
in a lump sum on the
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first regular payday after the
expiration of the revocation period set forth in Section 9
below;
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(b)
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pay
on a monthly basis, beginning on the last day of the first payroll
cycle after the expiration of the revocation period set forth in
Section 9 below an amount equal to one hundred percent (100%)
of Employee’s monthly health and dental COBRA premiums for
Employee and her dependents, if any, if Employee properly elects to
continue health and dental insurance under COBRA. Such payments
shall continue until the earlier of the date that is six
(6) months after the Effective Termination Date or the last
day of the first month that Employee is eligible for other
employer-sponsored health coverage. Employee is responsible for
promptly notifying the Company if she becomes eligible for coverage
under the group health plan of another employer prior to six
(6) months after the Effective Termination Date.
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The severance
benefits afforded under this Agreement are in lieu of any other
compensation or benefits to which Employee otherwise might be
entitled. The distribution of all severance payments and benefits
provided under this Agreement shall be subject to the provisions of
Attachment A attached hereto to this Agreement.
3. NO
FURTHER BENEFITS . After the Effective Termination Date,
except as provided above, Employee will not be entitled to receive
any benefits paid by, or participate in any benefit programs
offered by the Company to its employees, including, but not limited
to, the Company’s 401(k) plan, stock option plans, employee
stock purchase plans, bonus plans, commission plans, sales
incentive plans, retention agreements, severance, expense
reimbursement, vehicle reimbursement, life insurance or disability
insurance programs, except as required by federal or state law.
Employee will receive, under separate cover, information concerning
the right to continue health insurance and dental insurance
benefits after that date in accordance with COBRA.
4.
EXPENSE REIMBURSEMENT . Employee will be afforded
fifteen (15) calendar days after the Effective Termination
Date to submit to the Company’s Human Resources Department at
the address set forth in Section 9 of this Agreement, any and
all documentation for any expense reimbursements Employee claims
are owed to Employee in conjunction with her employment with the
Company. Employee will be reimbursed for any reasonable business
expenses incurred and approved through the Effective Termination
Date consistent with Company policy, subject to the submission of
the properly documented business expense reports and subject to the
provisions of Attachment A.
5.
RELEASE . In consideration of the benefits conferred
by this Agreement, EMPLOYEE (ON BEHALF OF HERSELF AND HER
ASSIGNS, HEIRS AND OTHER REPRESENTATIVES) RELEASES THE COMPANY, ITS
PREDECESSORS, SUCCESSORS AND ASSIGNS AND ITS AND/OR THEIR PAST,
PRESENT AND
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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,
SHE MAY HAVE OR CLAIM TO HAVE RELATING TO HER EMPLOYMENT WITH THE
COMPANY, ITS PREDECESSORS, SUBSIDIARIES OR AFFILIATES OR HER
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, and the Older Workers
Benefit Protection Act of 1990 (“OWBPA”)), sex,
national origin, race, religion, disability, veteran status or
other protected class discrimination, or the Family Medical Leave
Act, as amended (“FMLA”), or 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
”), the Fair Labor Standards Act of 1934 (“ FLSA
”), as amended, FMLA 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, wrongful discharge or other
common law); (iv) relating to any non-vested ownership
interest in the Company, contractual or otherwise, including but
not limited to claims to stock or stock options; and (v) for
costs, fees, or other expenses including attorneys’ fees
incurred in these matters. The release of claims set forth in this
Section does not apply to claims for workers’ compensation
benefits or unemployment benefits filed with the applicable state
agencies or to a claim for a breach of this Agreement.
6.
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 her employment; provided, however, that by signing
this Agreement, Employee waives her right to, and shall not seek or
accept, any monetary or other relief of any nature whatsoever from
the Company based upon any claim that might be asserted arising out
of Employee’s employment with the Company.
7.
COVENANT NOT TO SUE . Employee will not sue Releasees
on any matters relating to her employment arising before the
execution of this Agreement, including but not limited to claims
under the ADEA, or join as a party with others who may sue
Releasees on any such claims; provided, however, this Section will
not bar a challenge under the OWBPA, to the enforceability of the
waiver and release of ADEA claims set forth in this Agreement,
claims for workers’ compensation or unemployment benefits
referenced in Section 5 above, or where otherwise prohibited
by law. If Employee does not abide by this Section, then
(i) she will return all monies received under this Agreement
and indemnify Releasees for all expenses they incur in defending
the action, and (ii) Releasees will be relieved of their
obligations hereunder.
8.
COMPANY INFORMATION AND PROPERTY . Employee shall not
at any time after her employment terminates disclose, use or aid
third parties in obtaining or using any
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