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TRIMERIS, INC. SEVERANCE PAY PLAN

Termination Severance Agreement

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This Termination Severance Agreement involves

TRIMERIS INC

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Title: TRIMERIS, INC. SEVERANCE PAY PLAN
Governing Law: North Carolina     Date: 12/7/2006
Industry: Biotechnology and Drugs     Sector: Healthcare

TRIMERIS, INC. SEVERANCE PAY PLAN, Parties: trimeris inc
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Exhibit 10.1

Plan Document and

Summary Plan Description For

TRIMERIS, INC.

SEVERANCE PAY PLAN

As Amended and Restated

Effective December 3, 2006


INTRODUCTION

Trimeris, Inc. (hereinafter “the Company”) established this Severance Pay Plan (the “Plan”) as a discretionary program designed to assist eligible employees of the Company who are displaced or whose employment is terminated. Except as expressly provided herein, this amendment and restatement applies to eligible employees displaced or terminated on or after November 1, 2006. The primary purpose of the Plan is to ease the transition to new employment and to minimize the financial hardship that might result when eligible employees lose their jobs through no fault of their own.

This Plan Document and Summary Plan Description describes when you may be eligible for severance benefits and what amount of benefits you may receive. Please note, however, that the Administrator of the Severance Pay Plan has full discretion in determining severance benefits, and the Administrator may, in its discretion, determine that an otherwise eligible employee will not receive severance benefits.

You should read this Plan Document and Summary Plan Description carefully. If you have any questions about the Plan, you should contact the Administrator (see the section entitled “Plan Administration” below).

BECOMING A PLAN PARTICIPANT

Participation in the Plan is limited to individuals who are common law employees of the Company, as reflected on the payroll records of the Company. However, any Company officer who has entered into a written employment agreement with the Company is not eligible to participate.

PLAN COST

The Company will pay the entire cost of all benefits provided under the Plan, solely from its general assets. The Plan is “unfunded,” and no employee is required to make any contribution to the Plan.

WHEN SEVERANCE BENEFITS ARE PAID

Terminations Covered under the Plan

The Administrator may, in its discretion, award severance benefits to you under the Plan if the Company terminates your employment on or after the Plan’s effective date. You will not have any vested right to severance benefits unless and until the Administrator awards such benefits to you and you satisfy all of the conditions for receiving such benefits.

Terminations Not Covered under the Plan

The Company will not pay you severance benefits under this Plan if:

 

 

 

You retire, resign, or otherwise voluntarily quit your employment without the Company’s consent;


 

 

You are a temporary employee or intern;

 

 

 

You are an officer of the Company and your employment is covered by a written employment agreement with the Company;

 

 

 

You do not sign the Severance Election and Release form agreeing to waive all claims against the Company and certain other parties; or

 

 

 

The Administrator otherwise determines, in its discretion, that the payment of severance benefits is not appropriate.

In addition, if you have a written employment or severance contract with the Company, and the contract provides for the payment of severance, salary continuation or similar benefits following termination of your employment, you will not be entitled to benefits under this Plan unless the Administrator determines that special circumstances warrant supplementing your benefits under the contract.

Severance or Separation Benefits under Other Arrangements

The Plan replaces any and all prior severance pay plans, policies, or practices (written or otherwise) that existed as of the original effective date of this Plan or may have existed prior to such effective date. However, if you have a written employment or severance contract with the Company, this Plan does not replace or supercede the terms of that contract.

Any benefits to which you may be entitled under this Plan are separate from and in addition to benefits to which you may be entitled under the retirement, deferred compensation, change in control, fringe benefit and insurance plans or arrangements maintained by the Company. Your eligibility for benefits under any such Company plan or arrangement shall be determined in accordance with the written terms and provisions of such other plan or arrangement.

Severance Election and Release Form

Severance benefits under this Plan are discretionary, and in any event you will not be entitled to any severance benefits under this Plan unless you sign and return to the Company the severance election, release and waiver form and do not revoke your signature. When you sign this form, you will be giving a complete, binding release and waiver of any and all legal claims you may have as of the date of the release relating to your employment with the Company or any related entity. The release and waiver will cover claims under federal and state law, including but not limited to:

 

 

 

claims of discrimination of any kind, including claims under the Age Discrimination in Employment Act

 

 

 

claims of wrongful discharge, constructive discharge, retaliation or any other improper conduct occurring during your employment or leading to termination of your employment

 

2


 

 

claims based on violations of federal or state statutes or other laws or court decisions or other legal precedents relating in any way to employment, terms and conditions of employment, or termination of employment (examples include the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Retaliatory Employment Discrimination Act, state wage and hour laws, and the Employee Retirement Income Security Act)

 

 

 

claims based on the United States Constitution or any state constitution

The Administrator shall have complete discretion to determine the form and content of the severance election, release and waiver (the “Severance Election and Release”). The Administrator shall also have complete discretion to condition the receipt of severance benefits on compliance with such other covenants as the Administrator deems necessary or appropriate to protect the reasonable business interests of the Company, and such covenants may be included in the Severance Election and Release. Examples of such other covenants include, but are not limited to, agreements not to compete, agreements to protect the confidentiality of Company information, or agreements to respect the patents, trademarks and other intellectual property of the Company.

If the Administrator determines that you will be offered severance benefits under this Plan, the Administrator will give you a copy of the Severance Election and Release form when your employment is terminated, and will give you either 21 or 45 days, depending on the circumstances, to decide whether you want to waive any such claims in return for those severance benefits. You should consult with an attorney to assist you in making your decision.

THE AMOUNT AND TIMING OF YOUR SEVERANCE PAY

Subject to the limitations set forth herein, the Administrator of the Plan has full and complete discretion to determine the amount, nature and timing of severance benefits under this Plan, and the Administrator may, in its discretion, determine that an otherwise eligible employee will receive no severance benefits upon the termination of his or her employment. There is no severance formula entitling you to a certain amount of severance benefits.

General Rules

Except as expressly provided below, any severance benefit awarded under the Plan after 2004 will be paid or otherwise delivered to you in full by the Plan’s Payment Deadline. The “Payment Deadline” is the later of:

 

 

 

March 15 immediately following the end of the calendar year in which the Administrator offers you a severance award; or

 

 

 

The 15 th day of the third month immediately following the end of the Company’s fiscal year in which the Administrator offers you a severance award.

The Company in its sole discretion may provide the benefit in a single sum or in installments.

 

3


Normally, severance benefits under the Plan will not exceed six month’s pay, or one-half the employee’s annualized Base Salary as of the date of his or her termination of employment, but the Administrator has the discretion to award a larger amount. Under no circumstances, however, will severance benefits under the Plan ever exceed the limitations specified in subparagraphs (ii) or (iii) of Department of Labor Regulation Section 2510.3-2(b)(1). “Base Salary” means your base gross weekly salary, if you are a salaried employee, or your average weekly wages, if you are not a salaried employee, determined immediately prior to termination. Base Salary shall not include bonus or incentive pay, overtime pay, relocation allowances or the value of any other benefits for which you may be eligible. If you are not a salaried employee, your average weekly wages shall be based on your hourly wage rate at termination multiplied by your average number of hours worked in a week, as determined by the Administrator in its discretion.

Severance benefits shall be subject to applicable withholding, including withholding for federal, state and local income taxes and for FICA.

Amount and Timing of Severance Benefits Following Involuntary Separation from Service

The Administrator may extend the Payment Deadline until the end of the second calendar year following your termination, but only if:

 

 

 

Your termination qualifies as an involuntary separation from service; and

 

 

 

The total value of your severance benefits does not exceed the lesser of (i) two times the taxable wages paid to you by the Company in the calendar year prior to y


 
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