Exhibit 10.1
SEVERANCE
AGREEMENT
This Agreement is entered into, and
the releases herein set forth are made, by and between Donald
Wallroth (“Wallroth”) on the one hand, and Molecular
Insight Pharmaceuticals, Inc. (the “Company”) on the
other hand, as of this 25th day of August, 2009. In consideration
of the following promises and the Release of All Claims, executed
by Wallroth simultaneously herewith, the terms of which are hereby
incorporated by reference and attached hereto as Exhibit A
(the “Release”), the parties hereby agree as
follows:
1. In this Agreement, the term
“Company” means Molecular Insight Pharmaceuticals,
Inc., together with all subsidiaries and affiliated entities
whether or not incorporated, as well as the employees, agents,
officers, directors, and shareholders of the Company and all such
subsidiaries and affiliated entities and any persons or entity
which may succeed to the rights and liabilities thereof by
assignment or otherwise. The word “Wallroth” means
Donald Wallroth, his heirs, administrators, representatives,
executors, successors, and assigns.
2. The Company and Wallroth agree
that Wallroth’s last day of employment with the Company will
be August 22, 2009 (the “Final Day”), and after
the Final Day, Wallroth shall no longer be considered an employee
of the Company for any reason.
3. On the Final Day, the Company
shall pay to Wallroth an amount equal to his base salary for the
period that Wallroth has not yet been paid through and including
the Final Day plus any accrued but unused vacation time for which
Wallroth is entitled as of the Final Day, minus all applicable
federal and state withholdings. Such payment shall be made
according to the Company’s regular payroll practices and will
be directly deposited into a bank account designated by
Wallroth.
4. At the end of the Severance
Period, as defined below, (i.e. after August 22, 2010),
Wallroth may be entitled to seek unemployment compensation benefits
if not otherwise employed, and the Company will not contest any
unemployment compensation benefits for which Wallroth may be
entitled.
5. In addition to any amounts paid
pursuant to Section 3 hereof, the Company shall pay
Wallroth as severance an amount equal to his base salary for the
twelve (12) consecutive monthly periods (i.e. from the
23 rd
of each month to the 22
nd of each following month) following the Final Day
(the “Severance Period”), minus all applicable federal
and state withholdings. Such payments shall be made according to
the Company’s regular payroll practices and will be directly
deposited into a bank account designated by Wallroth. The Company
shall also continue to provide health insurance benefits to
Wallroth for the Severance Period on substantially the same terms
and conditions as exist on the Final Day.
6. As additional consideration for
this Agreement and the Release, the Company shall accelerate the
vesting of stock options for an aggregate of 37,500 shares of
common stock granted to Wallroth on May 12, 2009 at an
exercise price of $3.93 per share and shall extend the exercise
period for all of Wallroth’s vested stock options, including
those accelerated hereby, through and including November 22,
2010. An amendment to Wallroth’s stock option
agreements reflecting these modifications, in
the form attached hereto as Exhibit B (the
“Amendment”), shall be executed simultaneously
herewith. Schedule I attached hereto reflects all of
Wallroth’s vested options and restricted stock after the
execution of this Agreement and the Amendment. Except as set forth
on such Schedule I , all unvested stock options and
restricted stock previously granted to Wallroth shall be terminated
and cancelled on the Final Day and such awards shall have no
further force or effect.
7. After the Final Day, Wallroth
shall not return to the Company’s premises, unless expressly
authorized by the Company to so return.
8. The parties hereto further
understand and agree that the Company shall have no obligation to
re-hire or reinstate Wallroth as an employee, and Wallroth waives
any right to reinstatement that he may possess.
9. Wallroth and the Company mutually
agree not to disparage or harm in any way the name or reputation of
the other party, the other party’s past and present partners,
affiliates, employees, directors, officers, associates,
administrators, representatives, executors, successors, and
assigns, as applicable. Both parties understand that doing so will
constitute a material breach of this Agreement, upon which material
breach the non-breaching party shall have the right to terminate
this Agreement. In the event that either party does disparage or
harm the name or reputation of the other party, the non-breaching
party shall also be entitled to the injunctive relief established
in Section 12 of this Agreement and such other relief
as may be determined by a court of competent
jurisdiction.
10. Wallroth hereby covenants and
agrees: (i) for a period of twelve (12) months following
the Final Day, not to engage, directly or indirectly, whether as an
officer, director, principal, agent, representative, consultant,
stockholder (not including an investment of less than 5% in a
publicly traded stock of any corporation), partner, employee or
otherwise in any activity or business venture which is competitive
with the business or busines
