Exhibit 10.19
SEVERANCE AGREEMENT AND FULL
WAIVER AND RELEASE
This SEVERANCE AGREEMENT AND FULL
WAIVER AND RELEASE (“ Agreement ”) sets forth
the agreement reached between FREDERICK JACOBS (“
Employee ”) and APHTON CORPORATION (“
Company ”).
1. Employment Termination.
Employee’s last day of work was June 30, 2005 (the
“ Termination Date ”). Employee represents that
he has returned all keys, passes, credit cards and other property
of the Company, including all documents, computer discs, tapes and
other materials that relate to the business of the Company, and
will otherwise has complied with the normal employment termination
procedures of the Company.
2. Consideration to Employee.
A. In consideration for the promises set forth in this Agreement
and Employee’s execution of this Agreement, but subject to
Paragraph 8 of this Agreement entitled Review and Revocation
Period, Company shall pay to Employee a severance amount equal to
$110,769.24 (less deductions, withholdings, and other payments
required under applicable law) within fifteen (15) days of the
Effective Date (as defined in Paragraph 8). Employee agrees that
this is adequate consideration for the promises he is making in
this Agreement and the rights and claims he is waiving and
releasing under this Agreement.
B. As additional consideration, the
Company agrees that notwithstanding the terms of any individual
agreement, the vesting period of all stock options held by the
Employee on the Effective Date which remain unvested shall be
accelerated such that all such unvested stock options shall be
fully vested as of the Effective Date. In addition, the Company
agrees that notwithstanding any early termination provisions set
forth in any option grant letter or option award agreement issued
to Employee by the Company, all stock options held by Employee on
the Effective Date shall remain exercisable until the scheduled
expiration of the stock options, as provided in such letters or
agreements, as the case may be.
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3. Consideration to the
Company . In consideration for the promises set forth in this
Agreement:
A. General Release
(1) Waiver and Release .
Employee voluntarily and knowingly agrees that he, on behalf of
himself and his representatives, agents, heirs, and assigns, waives
and releases and forever discharges the Company, including its
parent and subsidiary corporations, affiliates, all related
domestic and foreign businesses, entities, corporations, and
partnerships, as well as all current and former directors,
officers, executives, shareholders, partners, employees, successors
in interest, predecessors, representatives, agents, insurers, and
assigns from any and all claims, rights, and causes of action, in
law or in equity, of any kind whatsoever, including, but not
limited to, claims arising under Title VII of the Civil Rights Act,
the Americans With Disabilities Act, the Older Workers Benefit
Protection Act, and the Age Discrimination in Employment Act, which
Employee has or may have against the Company from the beginning of
the world until the Effective Date, whether such claims, rights, or
causes of action are now known or are later discovered. Employee
declares and represents that he has not suffered any on-the-job
injuries or work-related accidents or injuries, occupational
diseases or disabilities, whether temporary, permanent, partial, or
total.
(2) Covenant Not to Sue
. Employee voluntarily and knowingly agrees that he, on behalf
of himself and his spouse, representatives, agents, heirs, and
assigns, promises never to file a lawsuit or assist in or commence
any action asserting any claims, rights, liabilities, damages,
losses, demands, obligations, and causes of action, in law or in
equity, of any kind whatsoever, which have been released
hereunder.
(3) Known or Unknown Claims
. The parties understand and expressly agree that this
Agreement extends to all claims of every nature and kind, known or
unknown, or suspected or unsuspected, past, present, or future,
arising from or attributable to any conduct of the Company and its
successors, subsidiaries, and affiliates, and all their current,
former, and future directors, officers, executives, shareholders,
partners, employees, successors in interest, predecessors,
representatives, agents, insurers, attorneys, and assigns, whether
known by Employee or whether or not Employee believes he may have
any claims.
(4) Exceptions from Release.
Notwithstanding the generality of the foregoing, Employee does not
release the following claims:
(a) Claims to continued
participation in certain of the Company’s group benefit plans
pursuant to the terms and conditions of the federal law known as
COBRA;
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(b) Claims to any benefit
entitlements vested as of the Termination Date, pursuant to written
terms of any Company employee benefit plan; and
(c) Claims to indemnity for his
actions as an employee of the Company, to the extent permitted by
the Company’s by-laws and by Pennsylvania law.
B. Confidential Information,
Non-Competition and Non-Solicitation of the Company
.
(1) Agreement Not to Disclose
Confidential Information . Employee acknowledges he has read
and understands the Company’s Statement of Policy Regarding
Confidential Information (“ Confidentiality Policy
”), which is attached hereto as Exhibit
“A” and incorporated herein by reference, and
acknowledges and agrees that he has been and will continue to be
bound by, and will comply with, the Confidentiality Policy at all
times on and subsequent to the Termination Date. Employee further
agrees at all times on and subsequent to the Termination Date to
hold the terms and conditions of this Agreement in trust and
confidence, and will not use any Confidential Information (as
defined in the Confidentialtiy Policy) for any purpose, or disclose
any such Confidential Information to any third party, unless
authorized to do so in writing by the Chief Executive Officer of
the Company. In addition, Employee shall keep the terms of this
Agreement in trust and confidence.
(2) Agreement to Comply with
Company Policy Regarding Inventions and Ideas . Employee
acknowledges he has read and understands the Company’s Policy
Regarding Inventions and Ideas (“ Inventions Policy
”), which is attached hereto as Exhibit
“B” and incorporated herein by reference. Employee
acknowledges and agrees that at all times on and subsequent to the
Termination Date, he has been and will continue to be bound
by
