Exhibit 10.68
SEVERANCE AND RELEASE
AGREEMENT
THIS SEVERANCE AND RELEASE AGREEMENT
(“Agreement”) is between Peter O’Hanley
(“Employee”) and AVI BioPharma, Inc.
(“Employer”), and is effective on the eighth day after
Employee signs this Agreement (“Effective
Date”).
The parties to this Agreement wish
to set forth clearly the terms and conditions of Employee’s
departure from his employment, and in consideration of the mutual
covenants set forth herein and for other valuable consideration,
the receipt and sufficiency of which are acknowledged, the parties
agree as follows:
1. Employee will
resign his position effective January 9, 2009 (the
“Resignation Date”). From October 20, 2008 through
November 28, 2008, Employee will devote his full time and
attention to his duties for Employer, for which Employee will be
paid full-time, regular compensation (less lawful and required
deductions) on the Company’s regular pay dates. Beginning
December 1, 2008 through and including January 9, 2009,
Employer and Employee expect Employee to work no more than two days
per week and his salary will be reduced accordingly.
Employee’s last date of work shall be no later than
January 9, 2009, on which date he will be paid all wages,
including any accrued but unused vacation earned through the
Resignation date.
2. Employee
understands and agrees that by signing this Agreement, the
Employment Agreement between Employee and Employer dated
March 22, 2004 (“the Employment Agreement”) is
terminated and Employee and Employer mutually agree to waive all
rights and benefits contained therein. Employee and Employer agree
that their mutual agreement to waive their rights under the
Employment Agreement constitutes valuable and sufficient
consideration for the promises contained herein. Employee
understands and agrees that effective immediately, Employer will be
recruiting for a new head of Clinical and Regulatory Affairs, and
may, before Employee’s Resignation Date, hire a person to
fill that position. Nothing in Employer’s immediate efforts
to hire a new head of Clinical and Regulatory Affairs will diminish
or alter Employee’s obligations set forth in Paragraph 1
herein; Employee shall devote his best efforts to assist in the
smooth and successful transition of knowledge and responsibilities
to any new hire in this position. In the event he fails to do so,
Employer will have the right to immediately terminate his
employment without any further obligation.
3. After the
Effective Date of this Agreement, Employee or his covered
dependents may elect to pay for COBRA medical and dental insurance
continuation coverage for himself and/or his covered dependents for
the time period and under such conditions as are provided by COBRA,
and Employee may elect to convert any of his other group insurance
coverage to individual policies and self pay for such coverage
according to any individual conversion privileges contained in such
plans.
4. Employee shall
receive whatever accrued and vested benefits he is entitled to
receive under the terms of Employer’s Retirement
/401(k) Plan, according to the terms of that Plan and as soon
as practicable after the effective date of this Agreement. Employer
shall, to the extent reasonably practicable, deliver such benefits
to the rollover account Employee designates. Employee may leave his
current vested 401(k) benefits in Employer’s Plan;
however, Employee may not make any contributions to the
401(k) Plan after the Resignation Date. Contributions will not
be made to this Plan on behalf of Employee based on the payments
that are made under this Agreement.
5. No later than
the Resignation Date, Employee will return all Employer property in
his possession or under his control, including but not limited to
keys, credit cards, files, documents, cellular phones, pagers and
laptop computers.
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