Exhibit 99.1
CONFIDENTIAL SEPARATION
AGREEMENT AND GENERAL RELEASE
This Confidential Separation Agreement and
General Release (“Agreement”) between Carl Balezentis,
Ph.D., of 54 Pipers Meadow Street The Woodlands, TX 77382
(“Employee”), and Genaissance
Pharmaceuticals, Inc., with a principal place of business at
Five Science Park, New Haven, CT 06511 (“Genaissance”),
sets forth the terms and conditions of the end of Employee’s
employment with Genaissance and any severance or other benefits to
be paid to Employee in connection with his separation from
Genaissance and/or termination of employment. Employee and
Genaissance agree to the following terms and conditions:
1.
Last Day of Work.
Employee’s last day of
work with Genaissance will be August 31, 2005 and the
Employment Agreement dated as of December 18, 2003 between the
Employee and Genaissance (“Employment Agreement”) will
terminate as of that day. Any performance issues occurring
through that date will be handled in accordance with
Genaissance’s usual policies and procedures and the
Employment Agreement as dated above.
2.
Consideration.
In consideration of the
execution of this Agreement and provided that Employee is in full
compliance with all of the terms and conditions of this Agreement,
Genaissance will:
a.
Pay to Employee severance pay in the
form of salary continuation in the amount of $262,500 (minus
appropriate taxes and other lawful deductions) which amount is
approximately equal to 125% of Employee’s base salary at the
time of termination. This severance will be paid following
Employee’s last day of work in semi-monthly installments over
a twelve (12) month period in accordance with Genaissance’s
regularly scheduled pay periods until such severance payments
terminate. You will not be eligible for any other benefit
including but not limited to payment for any accrued but unused
vacation time.
b.
These severance payments will begin
on the next regularly scheduled pay period following the later of
(i) your last day of work, and (ii) the expiration of the
seven-day revocation period described in this Agreement.
3.
No Consideration Absent Execution
of this Agreement. Employee agrees that he would not receive
the monies and the benefits specified above except for executing
and abiding by the terms of this Agreement.
4.
General Release of All
Claims. In
consideration of the severance pay and other benefits described in
paragraph 2, Employee hereby freely, knowingly and voluntarily
releases and fully discharges Genaissance (and its parents,
subsidiaries, affiliates, successors, assigns, predecessors, and
present or former directors, officers, agents, shareholders,
fiduciaries, plan administrators, employees, attorneys, and
representatives) of and from any and all claims, demands, causes of
action, and rights, known and unknown, whether in contract, tort or
otherwise, including those arising from or relating to
Employee’s employment with or separation from
Genaissance.
Without limiting the foregoing, Employee
specifically releases and fully discharges Genaissance (as broadly
defined above) of and from any and all claims, demands, causes of
action, and rights, including but not limited to: any alleged
violation of federal, state or local laws prohibiting
discrimination on the basis of sex, race, age, disability, national
origin, color, religion, veteran status, marital status, sexual
orientation, and specifically including all claims under the
federal Age Discrimination in Employment Act (ADEA); any federal or
state securities laws; any other federal, state or local civil or
human rights laws; any public policy, contract, tort or common law
obligation, including but not limited to breach of express or
implied contract or of an implied covenant of good faith and fair
dealing, and negligent or intentional infliction of emotional
distress; any claim for wages or other compensation under any
federal or state wage payment laws, including the Fair Labor
Standards Act and the Connecticut Wage Payment Laws, and their
implementing regulations; any claim for compensation, bonus,
incentive pay, vacation pay, sick pay, expense reimbursement or any
other payments or benefits; and any obligation for costs, fees or
other expenses.
5.
No Claims Exist.
To the extent that Employee
has pending any other action, lawsuit, or legal proceeding against
Genaissance relating to any claim arising before the execution of
this Agreement, Employee agrees that such action, lawsuit, or other
legal proceeding will be immediately withdrawn with
prejudice. If Employee is ever joined as a party to any
action, lawsuit or other proceeding against Genaissance, except
where prohibited by statute or other law, Employee will not be
entitled to recover, and he hereby expressly waives and disclaims
his right to recover, any relief or amounts, including costs and
attorney’s fees.
6.
Cooperation.
Employee agrees, without any
further compensation or payment of any kind, to cooperate fully
with Genaissance on all matters for which Genaissance requests
assistance including but not limited to: obtaining passwords or
other information related to Genaissance’s information
systems, answering questions about system maintenance, obtaining
information about the location of Genaissance property,
work-in-progress, pending sales, the status of Genaissance
accounts, and other information related to the operation of
Genaissance’s business. Employee agrees that, from this
date forward, he will remain professional and courteous to
Genaissance, and its parents, subsidiaries, affiliates, successors,
assigns, predecessors, and present or former directors, officers,
agents, shareholders, fiduciaries, plan administrators, employees,
attorneys, and representatives. Employee will remain off site
and will not attend any Genaissance functions unless expressly
authorized to do, and will communicate about Genaissance’s
business only with Genaissance executives or authorized
personnel.
7.
Non-Disparagement.
Employee will not knowingly
take any action or make any statements, written or oral, which
would disparage or defame the goodwill, reputation, image or
commercial interest of Genaissance or any of its affiliated
companies, or any of their directors, officers, employees,
attorneys or agents.
8.
Return of Property.
Employee represents that he
has delivered or will deliver to Genaissance all
Genaissa
