Exhibit 10.1
[Severance and Release]
EpiCept Corp.
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January 16, 2006
BY HAND
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇:
This agreement (the "Severance Agreement") sets forth the agreement
between you and EpiCept Corp. (the Company) relating to your separation from
employment with the Company.
1. In consideration of the terms hereof, your employment by the
Company will end effective as of the close of business, January 16, 2006.
2. In addition to any salary payments owing for the final payroll
period through January 16, 2006, any accrued vacation or paid time off and
whatever vested rights you may have under any of the Company's benefit and stock
option plans, subject to the terms and conditions described herein you shall
receive an amount equal to four (4) months of your gross salary (the "Severance
Payment"), which will be paid to you in a lump sum cash payment (less applicable
withholding) on the day following the expiration of the revocation period set
forth in Paragraph 7 hereof provided you have not revoked this Severance
Agreement.
3. Your participation, and if applicable your dependent(s)' coverage,
under all employee benefit plans sponsored by the Company shall end as of last
date of employment, provided, however, that you shall receive separate
notification from the Company regarding your and your dependent(s)' right to
continue participation in any group health care benefit plan sponsored by the
Company at your and/or your dependent(s)' own expense under the Consolidated
Omnibus Budget Reconciliation Act ("COBRA").
4. In consideration of the terms hereof, you have agreed to and do
waive any claims you may have for employment by the Company and have agreed not
to seek such employment or reemployment by the Company in the future. You have
further agreed to and do release and forever discharge the Company or any of its
affiliates and their respective officers, directors, shareholders, employees and
agents from any and all claims and causes of action, known or unknown, arising
out of or relating to your employment by the Company or the termination thereof,
including, but not limited to wrongful discharge, breach of contract, tort,
fraud, defamation, claims arising under the Civil Rights laws, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the
Employee Retirement Income Security Act, or any other federal, state or local
law relating to employment or discrimination in employment, or otherwise. This
release does not include your right to enforce the terms of this agreement. The
company generally releases you pari passu, but excluding the company's right to
enforce the terms of this agreement.
5. This agreement sets forth the entire understanding of the parties
and supersedes any and all prior agreements, oral or written, relating to your
employment by the Company or the termination thereof except for continuation of
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any confidentiality, non-solicitation or non-compete agreements and/or covenants
with the Company contained in any prior agreements. This agreement shall be
binding upon your heirs and personal representatives, and the successors and
assigns of the Company. This agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to its
conflict of law rules.
6. You acknowledge that before entering into this agreement, you have
had the opportunity to consult with any attorney or other advisor of your
choice, and you have been advised to do so if you choose. You further
acknowledge that you have entered into this agreement of your own free will, and
that no promises or representations have been made to you by any person to
induce you to enter into this agreement other than the express terms set forth
herein. You further acknowledge that you have read this agreement and understand
all of its terms, including the waiver and release of claims set forth in
paragraph 4 above.
7. If the foregoing is acceptable to you, please sign the annexed
copy of this agreement and return it to me. You may take up to 21 days from
today to consider, sign and return this agreement. In addition, you may revoke
the agreement after signing it, but only by delivering a signed revocation
notice to me within seven days of your signing this agreement.
Very truly yours,
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Chief Executive Officer
EpiCept Corp.
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Accepted and Agreed:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Date Signed:
January 16, 2006
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