Exhibit 10.2
SEPARATION AGREEMENT
This Separation Agreement (the " Agreement ") is made
effective as of September 10, 2008, by and between Leiv Lea ("
Executive ") and Pharmacyclics, Inc. (the " Company
").
RECITALS
A.
Executive serves as the Vice President, Finance and Administration
and Chief Financial Officer and Secretary of the Company, and
Executive has expressed his intention to terminate his employment
with the Company, effective upon the Termination Date (as defined
below).
B.
Executive and the Company wish to enter into this Agreement to set
forth the terms and conditions related to Executive's termination
of employment with the Company.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter set forth, the
parties agree as follows:
-
Termination Date
. Executive acknowledges that his
employment with the Company will end due to his voluntary
resignation effective November 1, 2008 (the " Termination
Date "). On the Termination Date, the Company shall pay
Executive all accrued but unpaid salary, and all accrued and unused
vacation earned through the Termination Date, subject to any
applicable withholding required under federal, state or local law.
Executive is entitled to these amounts regardless of whether
Executive revokes this Agreement (as described in Section 6(e)
below).
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Separation Payments and
Benefits . The Company
hereby agrees, subject to the execution hereof by both parties and
Executive's continued service with the Company through the
Termination Date, to provide Executive the severance benefits set
forth below, provided that Executive does not revoke the Agreement
as described in Section 6(e) below.
(a)
Severance Payments . The Company shall provide Executive
with severance payments which in aggregate equal Executive's annual
base salary of $267,883.00, which payments shall be made as
follows: (i) a lump sum payment of $22,323.58 on the Company's
first regular payroll date occurring in each of November 2008 and
December 2008, and (ii) a lump sum payment of $223,235.84 on
January 2, 2009.
(b)
Stock Options . As of the Termination Date, Executive shall
become fully vested with respect to any previously unvested portion
of any outstanding option to purchase shares of the Company's
common stock which was previously granted to Executive (each, a "
Stock Option "). In addition, as of the Termination Date,
each Stock Option shall remain exercisable until the earlier of (i)
the date occurring three years after the Termination Date, or (ii)
the date on which the right to exercise the Stock Option would have
expired had Executive continued to be employed by the Company for
the full term of such Stock Option.
1
(c)
Healthcare . In the event that Executive elects, following
the Termination Date, to receive continued coverage under the
Company's medical and dental benefit plans pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(" COBRA ") for himself and/or his eligible dependents, the
Company shall pay the monthly COBRA premium for Executive for the
twelve (12) month period following the Termination Date.
(d)
Taxes . Executive understands and agrees that all payments
under this Agreement will be subject to any applicable withholding
required under federal, state or local law.
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Transition Services
. Executive agrees that upon
reasonable request of the Company, during the period commencing on
the Termination Date and ending on December 31, 2008, Executive
shall cooperate with the Company in accomplishing a smooth and
orderly transition of Executive's former job responsibilities to
other employees of the Company. In this regard, Executive agrees to
respond in a timely fashion to the questions which may reasonably
be presented by the Company. Such cooperation and responses shall
not entitle Employee to any additional compensation beyond the
severance payments and benefits described above. In addition, any
transition services requested by the Company pursuant to this
Section 3 shall not unreasonably interfere with Executive's other
gainful employment or efforts to secure gainful employment during
such period and in no event shall the level of bona-fide services
required by this Section 3 exceed 20% of the average level of
bona-fide services performed by Executive during the 36-month
period preceding the Termination Date.
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Full Payment
. Executive acknowledges that the
payment and arrangements herein shall constitute full and complete
satisfaction of any and all amounts properly due and owing to
Executive as a result of his employment with the Company and the
termination thereof.
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General Release
. In exchange for the severance
payments and benefits provided for in Section 2, Executive releases
and forever discharges the Company and each of its subsidiaries,
affiliates, officers, directors, employees, and agents and all of
their predecessors and successors (" Releasees ") from any
and all claims that legally can be released that Executive may have
against the Releasees, whether known or unknown, arising out of
Executive's employment with t
