EXHIBIT 10.47
SEVERANCE AND RELEASE AGREEMENT
In
connection with, and based on the circumstances surrounding, the
termination by Inhibitex, Inc. (the “Company”),
effective as of January 31, 2007, of my employment as Vice
President, Regulatory & Quality of the Company (the
“Termination”) and the termination of the Employment
Agreement, dated February 20, 2004, between the Company and
me, as amended (the “Employment Agreement”) as of the
Termination, the Company agrees as follows:
A. For purposes of the Employment Agreement, on or before
March 31, 2007, I shall be paid all amounts due pursuant to
Section 5(e) of the Employment Agreement, which we agree is
$285,200 in the aggregate, plus a lump sum amount of $20,000, which
we agree is equal to the economic equivalent of the other benefits
payable under Section 5(e) of the Employment Agreement, plus my
unused accrued vacation time for 2007 (in each case subject to
withholdings).
B. With respect to any options to purchase common stock of the
Company issued to me pursuant to the Company’s Amended and
Restated 2004 Stock Incentive Plan, may be exercised as to the
extent vested on the January 31, 2007 at any time prior to the
earlier of the Expiration Date (as set forth in the particular
option agreement) and three (3) months after January 31,
2007, and any part of the Option which is not exercised within such
period shall thereupon terminate.
C. With respect to 105,476 shares of restricted common stock
allocated to me and cash in the amount of $79,000 to be paid
pursuant to the Retention Plan adopted by the Compensation
Committee of the Board of Directors of the Company on
April 24, 2006 (as subsequently amended), such restricted
stock and the cash amount shall be fully vested and I shall receive
a payment of $79,000 and certificates for such shares (subject to
withholdings) on or before March 31, 2007,
The
benefits described in paragraphs (A) through (C) above
are referred to herein as the “Severance
Benefits.”
In
consideration of the Severance Benefits, I agree to this Agreement
and to abide by its terms.
| 1. |
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I agree not to do or say anything that criticizes or disparages
the Company or its management, practices or products, that disrupts
or impairs the Company’s normal, ongoing business operations,
or that harms the Company’s reputation with its employees,
customers, suppliers or the public. |
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| 2. |
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I confirm my obligations and the rights of the Company under
Sections 6 through 15 of the Employment Agreement. |
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| 3. |
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Except for any claims I may have for pension benefits and
SeveranceBenefits (which are not released by this Agreement), I
agree to and do release and forever discharge the Company, any
related or successor corporation or other entity, their benefit
plans and programs, and all of their officers, directors,
employees, administrators and trustees (collectively the
“Parties Released by this Agreement”) from any and all
losses, expenses, liabilities, claims, rights and entitlements of
every kind and description (collectively referred to as
“Claims”), wh |
