SEPARATION, RELEASE AND CONSULTING SERVICES AGREEMENT
Exhibit 10.3
CONFIDENTIAL
SEPARATION, RELEASE AND
CONSULTING SERVICES AGREEMENT
THIS SEPARATION RELEASE AND CONSULTING SERVICES AGREEMENT (“Agreement”), is entered into as of May 3, 2007, by and between Dyax Corp., a Delaware corporation with a principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Dyax”) and ▇▇▇▇▇▇ ▇. ▇▇▇▇, M.D. of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“▇▇▇▇”).
In consideration of the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dyax and ▇▇▇▇ hereby agree as follows:
1. Termination.
▇▇▇▇’▇ employment with Dyax terminated as of May 3, 2007 (the “Termination Date”). Furthermore, by this Agreement and in consideration for the compensation and other benefits provided to ▇▇▇▇ hereunder, ▇▇▇▇ acknowledges and agrees that all rights provided to him under his employment offer letter, dated May 31, 2005 (the “Offer Letter”), and his “change in control” agreement, also dated May 31, 2005, are hereby terminated.
2. Consulting Services.
Upon Dyax’s receipt of a fully-executed copy of this Agreement, and upon the expiration of the seven-day period referenced in Section 16 below without revocation of this Agreement by ▇▇▇▇, Dyax will engage ▇▇▇▇ as a consultant through the Term of this Agreement, to provide strategic and operational advice with respect to clinical, regulatory and product development functions within Dyax, together with such other responsibilities as the Chief Executive Officer may designate in connection therewith (the “Consulting Services”), all in accordance with the following:
(a) ▇▇▇▇ shall be accountable to the Chief Executive Officer and shall perform and discharge, faithfully and to the best of ▇▇▇▇’▇ ability, all duties and responsibilities hereunder in a professional manner in accordance with the terms and conditions of this Agreement and the policies set by Dyax from time to time.
(b) ▇▇▇▇ acknowledges and agrees that the Consulting Services may include attendance at meetings (both at Dyax and offsite) and reasonable travel activities.
(c) In performing the Consulting Services, ▇▇▇▇ shall not be authorized to take any external action on behalf of Dyax without Dyax’s prior written consent.
(d) At all times during the term of this Agreement, ▇▇▇▇ is and shall be an independent contractor in providing the Consulting Services hereunder. Except as expressly set forth herein, this Agreement shall not be deemed or construed to create a partnership or joint venture, to create the relationships of employee/employer or principal/agent, or otherwise create any liability whatsoever of either party with respect to the indebtedness, liabilities, obligations or actions of the other party or any of their employees or agents, or any other person or entity.
3. Consulting Schedule; Availability.
During the Term of this Agreement, ▇▇▇▇ shall be available to perform the Consulting Services upon request, from time-to-time, according to a schedule mutually agreed upon by Chief Executive Officer and ▇▇▇▇ in advance. ▇▇▇▇ represents and warrants that he is not under any contractual obligation or other restriction which is inconsistent with ▇▇▇▇’▇ execution of this Agreement or the performance of the Consulting Services. Furthermore, ▇▇▇▇ covenants that, during the Term of this Agreement, he will not enter into any agreement, either written or oral, which conflicts with this Agreement or limits the ability of ▇▇▇▇ to furnish the Consulting Services in any way.
4. Consulting Fees.
In consideration for the performance of Consulting Services and ▇▇▇▇’▇ other obligations hereunder, Dyax will pay ▇▇▇▇:
(a) a consulting fee equal to $29,466.66 per month during the Term of this Agreement, payable no more frequently than bi-weekly; and
(b) if and to the extent that ▇▇▇▇ is required to perform the Consulting Services above and beyond fifty (50) working days during the term of this Agreement, an additional consulting fee of $2,500 per day for each such day. Dyax agrees that it will not require ▇▇▇▇ to perform the Consulting Services for more than ten (10) days per month during the first five (5) months of the Term of this Agreement and no more than five (5) days per month during the remaining four (4) months of the Term of the Agreement.
Dyax acknowledges and agrees that, prior to the execution of this Agreement, ▇▇▇▇ was entitled to a minimum of six (6) months severance pursuant to the terms of the Offer Letter. Therefore, the equivalent of six (6) months severance at the rate of ▇▇▇▇’▇ base salary at the Termination Date does not constitute consideration for this Agreement.
5. Reimbursement of Expenses.
Dyax will reimburse ▇▇▇▇ on a monthly basis for all pre-authorized out-of-pocket expenses and travel reasonably requested by Dyax in connection with the Consulting Services. Reimbursement of such expenses shall be made by Dyax only after receipt of an itemized statement from ▇▇▇▇ with actual bills, receipts, or other reasonable evidence of expenses.
6. Stock Options.
A schedule setting forth all of the vested and unvested stock options granted to ▇▇▇▇ prior to the Termination Date is attached to this Agreement as Exhibit A. As additional consideration for the performance of Consulting Services and ▇▇▇▇’▇ other obligations hereunder, Dyax and ▇▇▇▇ hereby agree that, notwithstanding anything to the contrary contained in any prior agreement, any and all of ▇▇▇▇’▇ vested stock options will remain exercisable by ▇▇▇▇ for a period of two (2) years following the termination of this Agreement. ▇▇▇▇ acknowledges and agrees that this extension will cause any such options which had previously been qualified as Incentive Stock Options under Section 422 of the Internal Revenue Code to
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become non-qualified options and loose, irrevocably, any tax-advantaged treatment previously available. Dyax represents that this extension is permissible under all applicable laws and stock option plans.
Any and all of ▇▇▇▇’▇ unvested stock options will terminate as of the Termination Date.
7. Benefits.
(a) Group Health and Dental Coverage. From and after the Termination Date, ▇▇▇▇ shall continue to be eligible to receive group health and dental insurance as provided by federal COBRA law. During the Term of this Agreement, the cost of such insurance shall be shared between Dyax and ▇▇▇▇ to the same extent it was shared while ▇▇▇▇ was an employee of Dyax. After the termination of this Agreement, ▇▇▇▇ shall be solely responsible for the cost of such insurance. ▇▇▇▇ agrees to notify Dyax promptly when he is covered by another plan.
(b) Retirement Plans. ▇▇▇▇ shall be entitled to any vested benefit in the Dyax 401(k) Plan earned as an employee of Dyax prior to the Termination Date. Service credit will cease as of the Termination Date.
(c) Vacation Pay. ▇▇▇▇ acknowledges that he has received full payment for all accrued unused paid time off earned as an employee of Dyax prior to the Termination Date.
(d) D&O Insurance. ▇▇▇▇ will continue to be covered by Dyax’s Directors & Officers (D&O) insurance policy in accordance with the terms of such policy. In addition, the by-laws of Dyax require Dyax, to the fullest extent permitted by the General Corporation Law of the State of Delaware (the state in which Dyax was incorporated), to indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of Dyax.
(e) Cessation of Other Benefits. Except as expressly stated herein, ▇▇▇▇ shall not be entitled to participate in, or receive benefits under, any of Dyax’s employee benefit plans or arrangements.
8. Competition Solicitation.
(a) During the Term of this Agreement, and for a period of two (2) years thereafter, ▇▇▇▇ shall not, without Dyax’s prior written consent, directly or indirectly, as principal, employee, consultant, partner or stockholder of, or in any capacity with, any business enterprise (other than as a holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) develop, design, produce, market, sell or render (or assist any other person or entity in developing, designing, producing, marketing, selling or rendering) any product, process or service: (i) which is identical to, substantially the same as, or an adequate substitute for any product, process or service of Dyax in existence or under development during the term of this Agreement and on which ▇▇▇▇ worked or about which ▇▇▇▇ acquired Confidential Information (as defined in the Confidentiality Agreement between Dyax and ▇▇▇▇, dated May 31, 2005 (the “▇▇▇▇ Confidentiality Agreement”); and (ii) which is (or could reasonably be anticipated to be) marketed,
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distributed or provided in such a manner as to actually compete with the product, process or service of Dyax.
(b) During the Term of this Agreement (as defined below), and for a period of one (1) year thereafter, ▇▇▇▇ shall not, without Dyax’s prior written consent, directly or indirectly, as principal, employee, consultant, partner or stockholder of, or in any capacity with, any business enterprise (other than as a holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company): (i) solicit, take away or hire any employees or exclusive consultants of Dyax; (ii) knowingly solicit or divert any of the business being conducted by Dyax; (iii) knowingly solicit, divert or accept any business that is being actively pursued by Dyax with any customer or partner; or (iv) divert investors or potential investors from Dyax.
9. Nondisparagement.
(a) ▇▇▇▇ agrees that he will not make any disparaging remarks to any third party concerning Dyax or any of its officers, directors, agents, employees, successors and assigns which might damage or adversely affect their respective reputations, goodwill, or businesses.
(b) Dyax agrees that none of its officers or directors will make any disparaging remarks to any third party concerning ▇▇▇▇, or any other comments to any third party regarding ▇▇▇▇ which might damage or adversely affect his reputation, goodwill, or business.
10. Intellectual Property.
▇▇▇▇ shall promptly and fully disclose to Dyax any and all inventions, improvements, discoveries, developments, original works of authorship, trade secrets, or other intellectual property (whether or not reduced to practice and whether or not protectible under state, federal or foreign patent, copyright, trade secrecy or similar laws) conceived, developed or reduced to practice by ▇▇▇▇ or any of his employees in connection with the performance of the Consulting Services or resulting from the Confidential Information acquired or generated by ▇▇▇▇ during the term of this Agreement (“Intellectual Property”). ▇▇▇▇ agrees to assign, and does hereby assign, to Dyax and its successors and assigns, without further consideration, the entire right, title and interest in and to the Intellectual Property. ▇▇▇▇ further agrees to execute all applications for patents and/or copyrights, domestic or foreign, assignments and other papers necessary to secure and enforce rights related to such Intellectual Property.
11. Confidential Information.
▇▇▇▇ acknowledges and agrees that he has continuing obligations to Dyax pursuant to Section 1(a)-(d) of the ▇▇▇▇ Confidentiality Agreement.
12. MUTUAL RELEASE.
▇▇▇▇ for himself, executors, heirs, administrators, assigns, and anyone else claiming by, through or under him, irrevocably and unconditionally, releases, and forever discharges Dyax from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities, and expenses (including attorneys’ fees and costs) whatsoever
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of any name or nature both in law and in equity, whether known or unknown (“Claim”) which ▇▇▇▇ now has, ever had or may in the future have against Dyax by reason of any matter, cause or thing which has happened, developed or occurred before the execution of this Agreement, including, but not limited to, (i) any and all claims, asserted or unasserted, arising from employee’s employment with or separation from Dyax, and specifically including any claims employee may have under any federal, state or local labor, employment, discrimination, human rights, civil rights, wage/hour, pension, or tort law, statute, order, rule, regulation or public policy, including but not limited to, those arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Americans With Disabilities Act of 1990, the Civil Rights Acts of 1964 and 1991, the Civil Rights Act of 1866, Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Massachusetts Fair Employment Practices Act, the Massachusetts Payment of Wages Statute, and Chapters 149 through 154 of the Massachusetts General Laws, (ii) those arising under common law, including but not limited to claims or suits for intentional interference with contractual relations, breach of the implied covenant of good faith and fair dealing, breach of contract, wrongful termination, negligent supervision, negligence, intentional and negligent infliction of emotional distress, defamation, false imprisonment, libel, and slander, and (iii) any other action or grievance against the other party based upon any conduct whatsoever, which has happened, developed, or occurred before the signing of this Agreement. It is expressly agreed and understood that the release contained herein is a GENERAL RELEASE. In the event that ▇▇▇▇ institutes any action hereby released or to which he has agreed not to ▇▇▇, the claim shall be dismissed immediately upon presentation of this Agreement. ▇▇▇▇ further agrees not to institute any charge, complaint, or lawsuit to challenge the validity of this Agreement or the circumstances surrounding its execution.
Dyax agrees to release and forever discharge ▇▇▇▇ from liability for any and all claims, damages, causes of action, both in law and equity, which Dyax now has or may have, whether known or unknown, suspected or unsuspected, and whether asserted or not, against ▇▇▇▇ including, but not limited to, any claims arising out of or connected with ▇▇▇▇’▇ employment by Dyax and his termination there from, except for the following: (1) any claim related to any intentional or negligent tort or omission committed or omitted by ▇▇▇▇; (2) any claim which may arise based on any act or omission occurring after the execution of this Agreement; or (3) any claim for breach of this Agreement.
13. Return of Property.
Upon request of Dyax made at any time on or after the Effective Date, ▇▇▇▇ shall return all property belonging to Dyax, including but not limited to papers, files, documents, reference guides, equipment, keys, identification, credit cards, software, computer access codes, disks, supplies and institutional manuals, and ▇▇▇▇ shall not retain any copies, duplicates, reproductions or excerpts of any of the foregoing.
14. Breach.
Except as provided in Section 17(b) below, ▇▇▇▇ agrees that the compensation and benefits contained in this Agreement and which flow to ▇▇▇▇ from Dyax are subject to termination, reduction, cancellation or repayment in the event that ▇▇▇▇ takes any action or engages in any conduct in violation of this Agreement. ▇▇▇▇ further acknowledges that any breach of this Agreement by ▇▇▇▇ may cause irreparable damage to Dyax and that in the event of such breach, Dyax shall be entitled, in addition to monetary damages and to any other remedies available to Dyax under this Agreement and at law, to equitable relief, including
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injunctive relief. In the event that ▇▇▇▇ institutes legal proceedings to enforce this Agreement, the sole remedy available to ▇▇▇▇ shall be enforcement of the terms of this Agreement and/or a claim for damages resulting from the breach of this Agreement, but that under no circumstances shall ▇▇▇▇ be entitled to receive or collect any damages for claims that ▇▇▇▇ has released under this Agreement.
15. Time to Consider Agreement.
▇▇▇▇ acknowledges that he has been advised to consult with an attorney and has had ample time to consult with an attorney of his choice, and has been given a period of at least twenty-one days within which to consider whether to sign this Agreement. ▇▇▇▇ may sign this Agreement prior to the end of this twenty-one day period, provided that ▇▇▇▇ does this knowingly and voluntarily.
16. Revocation.
It is agreed that for a period of seven days following the execution of this Agreement, which period shall end at 11:59 p.m. on the seventh day following the date of execution by ▇▇▇▇, ▇▇▇▇ may revoke this Agreement. This Agreement will not become effective until this revocation period has expired (the “Effective Date”). This seven-day revocation period cannot be shortened by agreement of the parties or by any other means.
17. Term and Termination.
(a) The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with Section 17(b) below, shall continue though February 10, 2008 (the “Term”).
(b) In the event of a breach or default of a material provision of this Agreement by either party, the other party can terminate this Agreement immediately upon written notice to the other party. For the avoidance of doubt, the parties agree that Sections 8, 9, 10, 11 and 12 are all material provisions of this Agreement and that upon any breach by either party of their respective obligations thereunder, the non-breaching party can terminate this Agreement immediately upon written notice to the breaching party. In the event of any termination of this Agreement, Dyax shall be obligated to pay to ▇▇▇▇ the greater of (i) any amounts owed pursuant to this Agreement through the effective date of such termination or (ii) the equivalent of (A) six (6) months severance at the rate of ▇▇▇▇’▇ monthly base salary at the Termination Date, less (B) any amounts already paid to ▇▇▇▇ under this Agreement through the effective date of such termination.
(c) Sections 8, 9, 10, 11, 12, 13, 14, 17, 19, 21 and 22 shall survive termination of this Agreement.
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18. Acknowledgements.
▇▇▇▇ acknowledges that in exchange for entering into this Agreement he has received good and valuable consideration in excess of that to which he would otherwise have been entitled in the absence of this Agreement. This consideration includes, but is not limited to, a portion of the the consulting fees payable to ▇▇▇▇ as described in Section 4, extending the period under which his stock options may be exercised as described in Section 6, and extending Dyax’s obligation to pay its portion of COBRA benefits as described in Section 7(a). ▇▇▇▇ further acknowledges the sufficiency of that consideration.
19. Governing Law.
This Agreement shall be governed in all respects, including construction, validity, terms, performance and waiver, by the laws of the Commonwealth of Massachusetts without giving effect to the conflicts of laws rules therefor. Both parties agree to submit to jurisdiction in Massachusetts and further agree that any cause of action arising under this Agreement may be brought in a court in Middlesex County, Massachusetts.
20. Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and either be personally delivered or be mailed, certified, registered or overnight mail, postage prepaid and shall be deemed given when or so delivered or, if mailed, 72 hours after the time of such mailing, as follows:
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If to ▇▇▇▇: |
If to Dyax: |
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▇▇▇▇▇▇ ▇. ▇▇▇▇ |
Dyax Corp. |
Each party may change the persons and addresses to which notices or other communications are to be sent by giving written notice of any such change in the manner provided for herein for giving notice.
21. Disputes.
Any controversy or claim arising out of or relating to this Agreement or breach thereof shall be settled by arbitration in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association and according to the laws of the Commonwealth of Massachusetts. Judgment upon any award rendered by arbitration may be entered in any court having jurisdiction thereof. Costs and fees of the arbitrators shall be paid equally by the parties, and each party shall be responsible for its own fees and expenses of the arbitration, unless the arbitrators’ award provides otherwise.
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22. Use of Names.
▇▇▇▇ agrees that he will not disclose, directly or indirectly, the existence of this Agreement or any terms or provisions of this Agreement without prior written consent of Dyax, except: (a) to members of ▇▇▇▇’▇ immediate family, on the condition that they be advised that they cannot further disclose the same to others; (b) as may be necessary to obtain professional legal and/or tax advice; and (c) as required by applicable law. For purposes of this paragraph, “immediate family” includes spouse, parents and children. In addition, neither party shall use the name of the other party in any public document, statement, advertisement or release without the prior consent of such party.
23. Parties Bound: Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns provided however, neither ▇▇▇▇ nor Dyax may assign this Agreement without the prior written consent of the other party which may be reasonably withheld in the sole discretion of such party.
24. Amendment: Waiver.
No modification or amendment hereof shall be valid and binding, unless it be in writing and signed by the parties hereto. The waiver of any provisions hereof shall be effective only if in writing and signed by the parties hereto, and then only in specific instance and for the particular purpose for which it was given. No failure to exercise, and no delay in exercising, any right or power hereunder shall operate as waiver thereof.
25. Entire Agreement.
This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes all previous written or oral representations, agreements and understandings between Dyax and ▇▇▇▇ including, without limitation, the Offer Letter (except as provided above) and “change of control” agreement described in Section 1. Notwithstanding the foregoing, the parties agree that Sections 1(a)-(d) of the ▇▇▇▇ Confidentiality Agreement shall remain in effect in accordance with their terms.
IN WITNESS WHEREOF, the parties have signed this Agreement as of this 3rd day of May, 2007.
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, |
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Executive Vice President, Finance and |
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Chief Financial Officer |
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
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May 3, 2007 |
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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May 3, 2007 |
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Signature |
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Date |
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▇▇▇▇▇▇ ▇. ▇▇▇▇ |
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Date |
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8
EXHIBIT A
(See Attached Personnel Summary)
9
PERSONNEL SUMMARY
AS OF 5/1/2007
Report Type: All
ID is equal to 013389294
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Name |
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ID |
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Grant |
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Grant |
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Plan/ |
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Shares |
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Price |
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Exercised/ |
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Vested |
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Cancelled |
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Unvested |
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Outstanding/ |
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Exercisable/ |
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▇▇▇▇, ▇▇▇▇▇▇ ▇. |
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013389294 |
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00002344 |
* |
1/19/2005 |
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1995/NQ |
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2,500 |
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$ |
6,620 |
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0 |
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2,500 |
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0 |
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0 |
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2,500 |
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2,500 |
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00002345 |
* |
2/18/2005 |
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1995/NQ |
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2,500 |
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$ |
5,200 |
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0 |
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2,500 |
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0 |
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0 |
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2,500 |
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2,500 |
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00002542 |
* |
3/19/20005 |
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1995/NQ |
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5,000 |
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$ |
4,340 |
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0 |
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5,000 |
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0 |
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0 |
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5,000 |
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5,000 |
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00002543 |
* |
4/19/2005 |
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1995/NQ |
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5,000 |
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$ |
3,900 |
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0 |
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5,000 |
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0 |
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0 |
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5,000 |
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5,000 |
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00002544 |
* |
5/19/2005 |
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1995/NQ |
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5,000 |
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$ |
4,460 |
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0 |
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5,000 |
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0 |
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0 |
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5,000 |
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5,000 |
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00002563 |
* |
6/1/2005 |
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1995/ISO |
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80,000 |
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$ |
4,590 |
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0 |
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35,000 |
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0 |
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45,000 |
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80,000 |
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35,000 |
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00002564 |
* |
6/1/2005 |
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1995/ISO |
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11,786 |
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$ |
4,590 |
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0 |
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11,786 |
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0 |
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0 |
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11,786 |
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11,786 |
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00002565 |
* |
6/1/2005 |
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1995/NQ |
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8,214 |
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$ |
4,590 |
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0 |
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8,214 |
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0 |
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0 |
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8,214 |
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8,214 |
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00002684 |
* |
12/8/2005 |
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1995/ISO |
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1,902 |
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$ |
4,310 |
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0 |
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634 |
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0 |
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1,268 |
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1,902 |
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634 |
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00002685 |
* |
12/8/2005 |
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1995/NQ |
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23,098 |
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$ |
4,310 |
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0 |
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7,699 |
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0 |
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15,399 |
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23,098 |
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7,699 |
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00002743 |
* |
7/3/2006 |
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1995/ISO |
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38,562 |
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$ |
2,940 |
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0 |
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2,788 |
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0 |
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35,774 |
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38,562 |
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2,788 |
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00002744 |
* |
7/3/2006 |
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1995/NQ |
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61,438 |
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$ |
2,940 |
|
0 |
|
15,962 |
|
0 |
|
45,476 |
|
61,438 |
|
15,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Account: ▇▇▇▇, ▇▇▇▇▇▇ ▇. |
|
|
|
|
|
|
|
|
|
245,000 |
|
|
|
0 |
|
102,083 |
|
0 |
|
142,917 |
|
245,000 |
|
102,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
|
|
|
|
|
|
|
|
245,000 |
|
|
|
0 |
|
102,083 |
|
0 |
|
142,917 |
|
245,000 |
|
102,083 |
|
|
* This option requires acceptance before exercise, but has not yet been accepted.
10