Sipex Corporation
Separation Agreement and General Release
This
Separation Agreement and General Release (this
“Agreement”) is made by and between Richard C. Hawron
(“Employee”) and Sipex Corporation, a Delaware
corporation (the “Company”). Employee and the Company
are collectively referred to herein as the
“Parties.”
RECITALS
WHEREAS, Employee was employed by the
Company;
WHEREAS, the Employee and the Company entered
into an Employment Agreement dated January 23, 2004,
(“the Employment Agreement”);
WHEREAS, the Company and Employee entered into
certain stock option agreements (i) effective
December 17, 2004 under the 1999 Stock Option Plan
(ii) effective February 2, 2004, under the 2000
Non-Qualified Stock Option Plan and (iii) a Stand Alone
Stock Option Agreement effective October 19, 2005, all granting
Employee the option to purchase shares of the Company’s
common stock subject to the terms and conditions of the
Company’s 1999 and 2000 Stock Option Plans and the Stock
Option Agreement (collectively, the “Stock
Agreements”);
WHEREAS, Employee’s employment with the
Company will terminate on January 19th, 2007 (Termination
Date);
WHEREAS, the Parties wish to resolve any and all
disputes, claims, complaints, grievances, charges, actions,
petitions and demands that the Employee may have against the
Company as defined herein, including, but not limited to, any and
all claims arising out of, or related to, Employee’s
employment with, or separation from, the Company;
NOW
THEREFORE, in consideration of the promises made herein, the
Parties hereby agree as follows:
COVENANTS
1. Termination of
Employment . Company and Employee acknowledge and agree that
Employee’s employment with the Company will terminate on
January 19, 2007 (the “Termination
Date”).
2. Consideration
.
(a) Stock . The Parties agree that
for purposes of determining the number of shares of the
Company’s common stock which Employee is entitled to purchase
from the Company, pursuant to the exercise of outstanding options,
the Employee will be considered to have vested fully in 100% of
those options already issued to the Employee in the Stock
Agreements only up to the Termination Date.
The exercise of any stock options
shall continue to be subject to the terms and conditions of the
Stock Agreements.
(b) Benefits . Employee’s
health insurance benefits will terminate on January 31, 2007
subject to Employee’s right to continue his health insurance
under COBRA. The Employee has the option, at the Employee’s
own expense, to extend the health insurance coverage currently
provided by the Company for a period of 18 months from the
Termination Date pursuant to the terms and conditions of COBRA. The
Employee acknowledges that the Employee has sixty (60) days
from the Termination Date (or receipt of this notice, whichever is
later) to notify the Company in writing of the Employee’s
election to so continue such coverage. Employee’s
participation in all other benefits and incidents of employment
(including, but not limited to, the accrual of vacation and paid
time off, and the vesting of stock options) ceased on the
Termination Date.
(c) Tax Treatment . The Company
makes no representations or warranties with respect to the tax
consequences of the payment of any sums to Employee under the terms
of this Agreement, including the payment made to Employee’s
attorney. Employee agrees and understands that, with the exception
of the employer withholding addressed in paragraph 1(a) above, he
is responsible for payment of any local, state and/or federal taxes
on the sums paid hereunder by the Company and any penalties or
assessments thereon. Employee further agrees to indemnify and hold
the Company harmless from any claims, demands, deficiencies,
penalties, assessments, executions, judgments, or recoveries by any
government agency against the Company for any amounts claimed due
on account of Employee’s failure to pay federal or state
taxes or damages sustained by the Company by reason of any such
claims, including reasonable attorney fees.
3. Confidential
Information . Employee shall continue to comply with the terms
and conditions of the Confidentiality Agreement (a copy of which is
attached hereto as Exhibit A) and maintain the confidentiality
of all of the Company’s confidential and proprietary
information. Employee shall also return to the Company all of the
Company’s property, including all confidential and
proprietary information, and all documents and other information
that Employee obtained in connection with his employment with the
Company, on or before the Effective Date of this Agreement. Such
information includes, but is not limited to, all customer lists,
equipment, records, data, notes, reports, proposals,
correspondence, specifications, drawings, blueprints, sketches,
materials, or other documents or property belonging to the Company,
that were in the Employee’s possession or control. The
Employee represents that the Employee has not retained
reproductions or copies of any of the above, whether in tangible,
electronic, or other form.
4. Payment of Salary
. Employee acknowledges and represents that the Company has paid
the Employee all salary, wages, bonuses, incentive pay,
commissions, profit-sharing, reimbursable expenses, accrued
vacation, interest, stock, stock options, outplacement costs, fees
and any and all other benefits and compensation due to Employee.
The Employee acknowledges that the Company does not owe the
Employee any additional amount (other than the consideration
provided for in paragraph 1 of this Agreement) and will not owe the
Employee any additional amounts based on the occurrence of any
future events.
5. Release of Claims
. The Parties agree that the foregoing consideration represents
settlement in full of all outstanding obligations owed by each
party to the other, including their respective current and former:
officers, directors, employees, agents, investors, attorneys,
shareholders, administrators, affiliates, divisions, subsidiaries,
predecessor and successor corporations and assigns (the
“Releasees”). The Parties, on behalf of themselves and
on behalf of their respective current and former: officers,
directors, employees, agents, investors, attorneys, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, heirs, family members, executors,
agents, and assigns, hereby fully and forever release each other
and the other Releasees from, and agrees not to sue concerning, any
claim, duty, obligation or cause of action relating to any matters
of any kind, whether presently known or unknown, suspected or
unsuspected, that they may possess arising from any omissions, acts
or facts that have occurred up until and including the Effective
Date of this Agreement including, without limitation:
(a) any and all claims relating to or
arising from Employee’s employment relationship with the
Company or the termination of that relationship (with the exception
of any claims for unemployment or workers’ compensation to
the extent applicable law provides that those claims may not be
released);
(b) any and all claims relating to, or
arising from, Employee’s right to purchase, or actual
purchase of, shares of Company stock, including, but not limited
to, any claims for fraud, misrepresentation, breach of fiduciary
duty, breach of duty under applicable state corporate law, and
securities fraud under any state or federal law;
(c) any and all claims under the law of any
jurisdiction, including, but not limited to, wrongful discharge of
employment; constructive discharge from employment; termination in
violation of public policy; discrimination; harassment; breach of
contract, both express and implied; breach of a covenant of good
faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional
distress; negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of privacy;
false imprisonment; and conversion;
(d) any and all claims for violation of the
federal, or any state, constitution, and claims for violation of
any federal, state or municipal statute, including, but not limited
to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act
of 1991, the Age Discrimination in Employment Act of 1967, the
Older Workers Benefit Protection Act, the Americans with
Disabilities Act of 1990, the Rehabilitation Act of 1973, the Fair
Labor Standards Act, the Employee Retirement Income Security Act of
1974, the Family and Medical Leave Act, the Worker Adjustment and
Retraining Notification Act, the Fair Credit Reporting Act, the
California Fair Employment and Housing Act, the California Family
Rights Act, and the California Labor Code;
(e) any and all claims arising out of any
other laws and regulations relating to employment or employment
discrimination;
(f) any and all claims for any loss, cost,
damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds
received by Employee, as a result of this Agreement; and
(e) any and all claims for attorneys’
fees and costs.
The
Company and Employee agree that the release set forth in this
section shall be and remain in effect in all respects as a complete
general release as to the matters released. Notwithstanding, the
Parties agree that nothing herein shall constitute a waiver or
release of any cl
