Exhibit 99.2
SETTLEMENT AGREEMENT
AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE ("Settlement
Agreement") sets out the complete agreement and understanding
between TRIMERIS, INC. (the "Company") and DANI
BOLOGNESI (the "Executive" or "Dr. Bolognesi") regarding
the termination of Executive's employment with the Company.
WHEREAS, Dr. Bolognesi has been most recently employed by the
Company as CEO since November 14, 2006; and
WHEREAS, on March 14, 2007, the Company delivered to the
Executive a request for retirement that the parties understood to
constitute a notice of termination without Cause (as defined in
that certain Executive Employment Agreement dated as of the 9th day
of March, 2007 between the Company and Executive (the "Employment
Agreement")) terminating the Executive's employment with the
Company at that time;
NOW, THEREFORE, in consideration of the promises and conditions
set forth herein, the sufficiency of which is hereby acknowledged,
the Company and the Executive agree as follows:
1.
Separation Date . Dr. Bolognesi will cease to be Chief
Executive Officer of the Company as of March 16, 2007 and his
employment with the Company will terminate effective with the close
of business on March 16, 2007 (the "Separation Date").
2.
Resignation from Officer and Board Positions . Dr. Bolognesi
hereby resigns, effective as of the date of the next annual meeting
of Trimeris stockholders, from his position on the Company's Board
of Directors.
3.
Execution of this Settlement Agreement . The Company hereby
advises Dr. Bolognesi to consult with an attorney of his own
choosing before signing this Settlement Agreement and he may take
21 calendar days to do so (although Dr. Bolognesi may
voluntarily sign this Settlement Agreement before the end of the
21-day period). Dr. Bolognesi must execute and return this
Settlement Agreement to Michael Alrutz, c/o Trimeris, Inc., 3500
Paramount Parkway, Morrisville, NC 27560, no later than 5:00 pm EST
on April 5, 2007.
4.
Payments and Rights .
(a) On the Separation Date, Dr. Bolognesi shall be entitled to
receive the Accrued Amounts and Rights (as defined in Section 6(a)
of the Employment Agreement). In addition, Dr. Bolognesi may be
entitled to receive a discretionary bonus for 2007.
(b) Assuming Dr. Bolognesi executes and does not revoke this
Settlement Agreement, the Company shall pay and provide Dr.
Bolognesi the payments and benefits described in Section 6 of the
Employment Agreement. In accordance with Section 409A of the
Internal Revenue Code of 1986, as amended ("Section 409A") payments
owed by the Company to the Executive pursuant to Section 6 of the
Employment Agreement will be delayed to the extent the Company
considers necessary to avoid the imposition of any accelerated or
additional tax to the Executive under Section 409A until the day
that is six months plus one day after the Separation Date or such
earlier date as permitted under Section 409A (the "New Payment
Date") and provided that in no event shall any payments begin
sooner than the eighth day following execution of this Settlement
Agreement. (Dr. Bolognesi agrees that, absent new and contrary
guidance from the Internal Revenue Service before the New Payment
Date, no amounts in Section 6 of the Employment Agreement shall be
paid before the New Payment Date, except that the six-month payment
delay shall not apply if he dies before the New Payment Date.) The
aggregate of any payments that otherwise would have been paid to
Executive during the period between the Separation Date and the New
Payment Date pursuant to Section 6 of the Employment Agreement
shall be paid to the Executive in a lump sum on such New Payment
Date. Thereafter, the payments pursuant to Section 6 of the
Employment Agreement that remain outstanding as of the day
immediately following the New Payment Date shall be paid ratably
and without delay in accordance with the Company's regular payroll
practices for the remainder of the period set forth in Section 6 of
the Employment Agreement. Medical coverage will be provided per
Section 4(a) and 6(d)(ii) of the Employment Agreement. During the
two years of coverage beginning as of the Termination Date, the
Company will continue to pay directly the portion of the premiums
it paid for him while employed. The parties anticipate that the
direct payment of premiums will not be taxable to the Executive,
but if Internal Revenue Service prevails in a position to the
contrary, the Company will pay any income taxes applicable to the
payment of the premiums and the payments pursuant to this sentence
(but not interest and penalties due from Dr. Bolognesi); provided
that, to the extent necessary to avoid the imposition of any
accelerated or additional tax to the Executive under Section 409A,
such payments of income taxes shall be delayed until the New
Payment Date and the aggregate of any such payments that otherwise
would have been paid to Executive during the period between the
Separation Date and the New Payment Date shall be paid to the
Executive in a lump sum on such New Payment Date.
5.
Release and Waiver . For and in partial consideration of the
severance benefits payments described in Section 4(c) above,
Executive hereby releases, waives and forever discharges the
Company, its parent, affiliates and subsidiaries, and all of its
benefit plans, plan administrators, trustees, agents, subsidiaries,
affiliates, employees, officers, directors, shareholders,
successors and assigns (hereafter the "Releasees") from any and all
liability, actions, charges, causes of action, demands, damages,
attorneys' fees or claims for relief or remuneration of any kind
whatsoever, whether known or unknown at this time, arising out of
or in any way connected with Executive's employment, or the
termination of employment, with the Company. These include, but are
not limited to, any claim (including related attorneys' fees and
costs) under the Age Discrimination in Employment Act, Title VII of
the Civil Rights Act of 1964, the Americans with Disabilities Act,
the Worker's Adjustment and Retraining Notif
