Exhibit 10.1
SEPARATION AND CONSULTING
AGREEMENT
This Separation and Consulting Agreement (this
“Separation and Consulting Agreement”) is made and
entered into by and between Ayelet Dugary and SIGA Technologies,
Inc., a Delaware corporation.
DEFINITIONS
As used throughout this Separation and
Consulting Agreement:
1. “Dugary”
refers to Ayelet Dugary, her heirs, executors, administrators,
agents, successors, assigns and dependents.
2. “SIGA”
refers to SIGA Technologies, Inc., its past and present parents,
subsidiaries, affiliates and related entities, and each of their
respective past and present officers, directors, stockholders,
agents, employees, predecessors, successors and assigns, in both
their individual and corporate capacities.
3. Hereinafter
Dugary and SIGA may be referred to as the
“Parties.”
RECITALS
WHEREAS, Dugary has been employed by SIGA since
December 15, 2004;
WHEREAS, Dugary’s employment with SIGA is
being terminated by Dugary pursuant to Section 4(e) of that certain
employment agreement, dated as of January 22, 2007, by and between
SIGA and Dugary, as amended (the “Employment
Agreement”); and
WHEREAS, Dugary shall resign all officer
positions with SIGA.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth and in exchange for
the good and valuable consideration set forth herein, the adequacy
of which is specifically acknowledged, intending to be and being
legally bound hereby, the Parties agree as follows:
AGREEMENT
1. Dugary’s
employment with SIGA will terminate effective on the date this
Separation and Consulting Agreement becomes effective (the
“Termination Date”). Dugary hereby resigns all
positions Dugary holds at SIGA effective as of the Termination Date
and agrees to execute any documentation necessary to effectuate
such resignations.
2. The parties agree
that Dugary shall receive the payments and benefits in the manner
and at the times set forth in Section 5(c) of the Employment
Agreement; provided, however, that SIGA’ s obligations to
provide the payments set forth in Section 5(c)(ii) of
the
Employment
Agreement shall cease in the event Dugary materially breaches her
obligations under the Employment Agreement referred to in paragraph
7 of this Separation and Consulting Agreement and does not cure any
such breach within 10 days of receiving written notice of such
breach. SIGA acknowledges Dugary has 19 accrued, unused vacation
days for which she is entitled to be paid. Except as modified by
this Separation and Consulting Agreement the terms of the
Employment Agreement shall remain in full force and
effect.
3. Dugary shall act
as a consultant to SIGA to assist in projects as directed by
SIGA’s Chief Executive Officer for a maximum of 100 hours
during a period of 90 days from the Termination Date (the
“Consulting Period”). Dugary shall make herself
reasonably available during the first 30 days of the Consulting
Period and shall make herself available as her schedule permits and
subject to Dugary’s obligations to a future employer or other
commitments to other parties as a consultant for the remaining 60
days of the Consulting Period. Dugary shall perform such consulting
services at SIGA’s offices in New York City if reasonably
required. SIGA shall pay Dugary $45,000 as a fee for her consulting
services, in 6 equal installments of $7,500 in twice-monthly
payments to be paid in arrears during the 90 days of the Consulting
Period. SIGA shall also reimburse Dugary for business expenses
necessarily and reasonably paid by Dugary in performing such
services upon presentation of such supporting information as SIGA
may reasonably require. Dugary shall inform SIGA on a weekly basis
of the hours she has spent providing such services, which count
shall be binding for purposes of this Separation and Consulting
Agreement unless promptly objected to by SIGA. If SIGA wishes to
utilize Dugary’s services further and Dugary wishes to
continue to provide services at such time, the parties will agree
on a fee or rate for such additional services. SIGA may terminate
this consulting arrangement and shall thereafter be relieved of any
further obligations under this paragraph 3 in the event Dugary
materially breaches her obligations under this Separation and
Consulting Agreement, including without limitation those provisions
of the Employment Agreement referred to in paragraph 7 of this
Separation and Consulting Agreement and does not cure any such
breach within 10 days of receiving written notice of such
breach.
4. Dugary represents
that she does not have any claim, action, or proceeding pending
against SIGA (without waiver of any claim that may later exist by
reason of this Separation and Consulting Agreement or Section 5(c)
of the Employment Agreement).
5.
(a) In
accordance with Section 5(f) of the Employment Agreement, except as
necessary to enforce the terms of this Separation and Consulting
Agreement and Section 5(c) of the Employment Agreement, and in
exchange for and in consideration of the promises, covenants and
agreements set forth herein, Dugary hereby releases SIGA to the
maximum extent permitted by law from any and all manner of claims,
demands, causes of action, obligations, damages, or liabilities
whatsoever of every kind and nature, at law or in equity, known or
unknown, and whether or not discoverable, which Dugary has or may
have for any period prior to her execution of this Separation and
Consulting Agreement, including, but not limited to, any claim of
wrongful discharge, defamation, fraud, misrepresentation or breach
of contract, any claim for additional compensation, unpaid wages,
unreimbursed expenses, severance pay, bonuses, stock options or
restricted stock, or any claims of discrimination under the Age
Discrimination in Employment Act of 1967, Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act of 1990 and
all other federal, state and local laws, including
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