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EXHIBIT 10.10
SEPARATION AGREEMENT
June 14, 2005
Neill Giese
Dear Neill:
This letter sets forth the substance of the
separation agreement (the
"Agreement") that STRUCTURAL GENOMIX, INC.,
(the "Company") is offering to you
to aid in your employment transition.
1.
SEPARATION. Your last day of work with the Company and your
employment
termination date will be June 14, 2005 (the
"Separation Date").
2. ACCRUED
SALARY AND VACATION. On the Separation Date, the Company will
pay you all accrued salary, and all accrued
and unused vacation earned through
the Separation Date, subject to standard
payroll deductions and withholdings.
You are entitled to these payments by
law.
3.
SEVERANCE PAYMENT. If you sign this Agreement, the Company will pay
you
severance in the form of salary
continuation for 12 months following the
Separation Date. These payments will be
made on the Company's regular payroll
cycle beginning on the first
regularly-scheduled payroll date following the
Effective Date (as defined in paragraph 14
below), and will be subject to
standard payroll deductions and
withholdings.
4. HEALTH
INSURANCE. To the extent provided by the federal COBRA law or,
if applicable, state insurance laws, and by
the Company's current group health
insurance policies, you will be eligible to
continue your group health insurance
benefits at your own expense following the
Separation Date. Later, you may be
able to convert to an individual policy
through the provider of the Company's
health insurance, if you wish. You will be
provided with a separate notice
describing your rights and obligations
under COBRA. If you elect continued
coverage under COBRA, the Company, as part
of this Agreement, will pay your
COBRA premiums through June 30, 2006.
5. STOCK
OPTIONS. Under the terms of your stock option agreement and the
applicable plan documents, vesting of your
stock options will cease as of the
Separation Date. Your right to exercise any
vested shares, and all other rights
and obligations with respect to your stock
options(s), will be as set forth in
your stock option agreement, grant notice
and applicable plan documents.
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6. OTHER
COMPENSATION OR BENEFITS. You acknowledge that, except as
expressly provided in this Agreement, you
will not receive any additional
compensation, severance, or benefits after
the Separation Date.
7. EXPENSE
REIMBURSEMENTS. You agree that, within ten (10) days of the
Separation Date, you will submit your final
documented expense reimbursement
statement reflecting all business expenses
you incurred through the Separation
Date, if any, for which you seek
reimbursement. The Company will reimburse you
for these expenses pursuant to its regular
business practice.
8. RETURN
OF COMPANY PROPERTY. By the Separation Date, you agree to
return
to the Company all Company documents (and
all copies thereof) and other Company
property that you have had in your
possession at any time, including, but not
limited to, Company files, notes, drawings,
records, business plans and
forecasts, financial information,
specifications, computer-recorded information,
tangible property (including, but not
limited to, computers), credit cards,
entry cards, identification badges, and
keys; and, any materials of any kind
that contain or embody any proprietary or
confidential information of the
Company (and all reproductions thereof).
Your timely return of all such Company
documents and other property is a condition
precedent to your receipt of the
severance benefits provided under this
Agreement.
9.
PROPRIETARY INFORMATION OBLIGATIONS. You acknowledge your
continuing
obligations under your Employment,
Confidential Information and Invention
Assignment Agreement, a copy of which is
attached hereto as Exhibit A.
10.
CONFIDENTIALITY. The provisions of this Agreement will be held
in
strictest confidence by you and the Company
and will not be publicized or
disclosed in any manner whatsoever;
provided, however, that: (a) you may
disclose this Agreement in confidence to
your immediate family; (b) the parties
may disclose this Agreement in confidence
to their respective attorneys,
accountants, auditors, tax preparers, and
financial advisors; (c) the Company
may disclose this Agreement as necessary to
fulfill standard or legally required
corporate reporting or disclosure
requirements; and (d) the parties may disclose
this Agreement insofar as such disclosure
may be necessary to enforce its terms
or as otherwise required by law. In
particular, and without limitation, you
agree not to disclose the terms of this
Agreement to any current or former
Company employee.
11.
NONDISPARAGEMENT. You agree not to disparage the Company, its
officers, directors, employees,
shareholders, and agents, in any manner likely
to be harmful to its or their business,
business reputation, or personal
reputation; provided that you will respond
accurately and fully to any question,
inquiry or request for information when
required by legal process.
12. NO
ADMISSIONS. You understand and agree that the promises and
payments
in consideration of this Agreement shall
not be construed to be an admission of
any liability or obligation by the Company
to you or to any other person, and
that the Company makes no such
admission.
13.
RELEASE OF CLAIMS. In exchange for the consideration under this
Agreement, you hereby generally and
completely release the Company and its
directors, officers, employees,
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shareholders, partners, agents, attorneys,
predecessors, successors, parent and
subsidiary entities, insurers, affiliates,
and assigns from any and all claims,
liabilities and obligations, both known and
unknown, that arise out of or are in
any way related to events, acts, conduct,
or omissions occurring at any time
prior to and including the date you sign
this Agreement. This general release
includes, but is not limited to: (a) all
claims arising out of or in any way
related to your employment with the Company
or the termination of that
employment; (b) all claims related to your
compensation or benefits from the
Company, including salary, bonuses,
commissions, vacation pay, expense
reimbursements, severance pay, fringe
benefits, stock, stock options, or any
other ownership interests in the Company;
(c) all claims for breach of contract,
wrongful termination, and breach of the
implied covenant of good faith and fair
dealing; (d) all tort claims, including
claims for fraud, defamation, emotional
distress, and discharge in violation of
public policy; and (e) all federal,
state, and local statutory claims,
including claims for discrimination,
harassment, retaliation, attorneys' fees,
or other claims arising under the
federal Civil Rights Act of 1964 (as
amended), the federal Americans with
Disabilities Act of 1990, the federal Age
Discrimination in Employment Act of
1967, as amended ("ADEA"), and the
California Fair Employment and Housing Act
(as amended).
14. ADEA
WAIVER. You acknowledge that you are knowingly and voluntarily
waiving and releasing any rights you may
have under the ADEA ("ADEA Waiver").
You also acknowledge that the consideration
given for the ADEA Waiver is in
addition to anything of value to which you
were already entitled. You further
acknowledge that you have been advised by
this writing, as required by the ADEA,
that: (a) your ADEA Waiver does not apply
to any rights or claims that arise
after the date you sign this Agreement; (b)
you should consult with an attorney
prior to signing-this Agreement; (c) you
have twenty-one (21) days to consider
this Agreement (although you may choose to
voluntarily sign it sooner); (d) you
have seven (7) days following the date you
sign this Agreement to revoke the
ADEA Waiver (in a written revocation sent
to me); and (e) the ADEA Waiver will
not be effective until the date upon which
the revocation period has expired,
which will be the eighth day after you sign
this Agreement (the "Effective
Date"). Nevertheless, your general release
of claims, except for the ADEA
Waiver, is effective immediately and not
revocable.
15.
SECTION 1542 WAIVER. In granting the release herein, which
includes
claims which may be unknown to you at
present, you acknowledge that you have
read and understand Section 1542 of the
California Civil Code: "A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR." You hereby
expressly waive and relinquish all rights
and benefits under that section and
any law or legal principle of similar
effect in any jurisdiction with respect to
the releases granted herein, including but
not limited to the release of unknown
and unsuspected claims granted in this
Agreement.
16.
MISCELLANEOUS. This Agreement, including Exhibit A, constitutes
the
complete, final and exclusive embodiment of
the entire agreement between you and
the Company with regard to its subject
matter. It is entered into without
reliance on any promise or representation,
written or oral, other than those
expressly contained herein, and it
supersedes any other such promises,
warranties or representations. This
Agreement shall supersede and extinguish all
prior employment agreements, express or
implied, verbal or written, between you
and the Company;
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provided, however, that this Agreement
shall have no effect on the Employment,
Confidential Information and Invention
Assignment Agreement, previously signed
by you. This Agreement may not be modified
or amended except in a writing signed
by both you and a duly authorized officer
of the Company. This Agreement will
bind the heirs, personal representatives,
successors and assigns of both you and
the Company, and inure to the benefit of
both you and the Company, their heirs,
successors and assigns. If any provision of
this Agreement is determined to be
invalid or unenforceable, in whole or in
part, this determination will not
affect any other provision of this
Agreement and the provision in question will
be modified so as to be rendered
enforceable. This Agreement will be deemed to
have been entered into and will be
construed and enforced in accordance with the
laws of the State of California as applied
to contracts made and to be performed
entirely within California. Any ambiguity
in this Agreement shall not be
construed against either party as the
drafter. Any waiver of a breach of this
Agreement shall be in writing and shall not
be deemed to be a waiver of any
successive breach. This Agreement may be
executed in counterparts and facsimile
signatures will suffice as original
signatures.
If this Agreement is acceptable to you,
please sign below and return the
original to me.
We wish you the best in your future
endeavors.
Sincerely,
STRUCTURAL GENOMIX. INC.
By: /s/ Mike Grey
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MIKE GREY
PRESIDENT AND CEO
I HAVE READ, UNDERSTAND AND AGREE FULLY TO
THE FOREGOING AGREEMENT:
/s/ Neill Giese
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NEILL GIESE
Date: 6/30/05
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EXHIBIT A
STRUCTURAL GENOMIX, INC.
EMPLOYMENT,
CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
As a
condition of my employment with Structural GenomiX, Inc., its
subsidiaries, affiliates, successors or
assigns (together the "Company"), and in
consideration of my employment with t
