EXECUTIVE TERMINATION AGREEMENT AND GENERAL RELEASE

EXHIBIT 10.22

EXECUTIVE TERMINATION AGREEMENT AND GENERAL RELEASE

This EXECUTIVE TERMINATION AGREEMENT AND GENERAL RELEASE (“Executive Termination Agreement” or “Agreement”) is entered into between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“Executive”) and Sonus Pharmaceuticals, Inc. (to be renamed “OncoGenex Pharmaceuticals, Inc.”) (“Sonus” or “Employer”).

WHEREAS, both parties to this Agreement wish to clearly set forth the terms of Executive’s termination for “Good Reason” from employment with Employer.

Now, THEREFORE, in exchange for the severance pay and other benefits described in this Agreement, Executive and Employer agree as follows:

1.       As a result of the restructuring of Employer’s operations, Executive’s employment with Employer shall terminate effective as of the date set out in the written notice from Sonus to Executive (“Termination Date”), which notice is attached hereto as Exhibit A, and be deemed a termination for “Good Reason.”

2.         Executive represents and agrees that, with the exception of the compensation and benefits to be provided to Executive pursuant to the terms of the January 4, 2008 Letter Agreement signed by Executive and Sonus, a copy of which is attached hereto as Exhibit B (“January 2008 Severance Agreement”), he has received all compensation owed to him by Employer through his Termination Date, including any and all wages, bonuses, commissions, earned but unused vacation, reimbursable business expenses, incentives, stock options, and any other payments, benefits, or other compensation of any kind to which he was entitled from Employer.

3.         In reliance on Executive’s promises, representations, and releases in this Agreement, after Employer’s receipt of this executed Executive Termination Agreement and provided that Executive does not revoke this Agreement pursuant to Paragraph 7, Employer will provide to Executive all compensation and benefits set out in the January 2008 Severance Agreement. A severance payout of $1,125,376.20, plus accrued vacation and executive life and disability premium reimbursement, will be made on August 29, 2008.

4.         In exchange for the consideration provided to Executive as set forth above, Executive agrees to waive and release all claims, known and unknown, which he has or might otherwise have had against Employer, on behalf of itself and all of its past or present parent, subsidiaries, and related entities, employer-sponsored employee benefit and/or welfare plans, and all of their past and present officers, directors, shareholders, executives, managers, supervisors, agents, employees, trustees, representatives, affiliates and successors (hereinafter collectively referred to as “the Released Parties”), arising prior to the date he/she signs this Agreement, including without limitation, any and all claims regarding any aspect of his/her employment, compensation, or the termination of his/her employment with Employer, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, 42 U.S.C. section 1981, the Fair Labor Standards Acts, the WARN Act, all Washington anti-discrimination statutes and labor laws, the Employee Retirement Income Security Act, 29 U.S.C. section 1001, et seq., all as amended, any other federal, state or local law, regulation or ordinance or public policy, contract, tort or property law theory, or any other cause of action whatsoever that arose on or before the date Executive signs this Agreement.

 

 

 

 

5.         It is further understood and agreed that as a condition of this Agreement, all claims against the Released Parties, known and unknown, are expressly waived by Executive. Thus, for the purpose of implementing a full and complete release and discharge of the Released Parties, Executive expressly acknowledges that this Agreement is intended to include and does include in its effect, without limitation, all claims which Executive does not know or suspect to exist in his favor against the Released Parties at the time of execution hereof, and that this Agreement expressly contemplates the extinguishment of all such claims.

6.         Executive agrees to withdraw with prejudice all complaints or charges, if any, he has filed against any of the Released Parties with any agency or court. Executive agrees that hereafter he will never file any lawsuit, complaint, or charge against any Released Party based on the claims released in this Executive Termination Agreement.

7.         The release in this Agreement includes, but is not limited to, claims arising under federal, state or local law for age, race, sex or other forms of employment discrimination and retaliation. In accordance with the Older Workers Benefit Protection Act, Executive acknowledges and agrees that:

(a)       Executive has read and understands this Agreement in its entirety;

(b)       Executive has been advised by this writing to consult with an attorney concerning this Agreement before signing it;

(c)       Executive has forty-five (45) calendar days after receipt of this Agreement to consider its terms before signing it;

(d)       Executive has the right to revoke this Agreement in full within seven (7) calendar days of signing it by notifying Employer in writing of such revocation, and none of the terms and provisions of this Agreement shall become effective or be enforceable until such revocation period has expired;

(e)       Employer has provided Executive with information in writing (see Exhibit “D” attached hereto) describing (1) the eligibility factors for receipt of benefits, (2) the group of executives, including the job title and age of each, eligible to receive benefits, (3) the ages of all individuals in the same job classification or organizational unit who are not eligible to receive benefits, and (4) any time limit applicable to the availability of such benefits;

(f)        Nothing contained in this Agreement waives any claim that may arise after the date of its execution; and

(g)       Executive executes this Agreement knowingly and voluntarily, without duress or reservation of any kind, and after having given the matter full and careful consideration.

8.         Executive, Employer and the Releasing Parties agree that they will not disparage or talk negatively about each other to anyone.

9.         Executive understands and acknowledges the significance and consequences of this Agreement. Executive acknowledges that it is voluntary and he has not signed it as a result of any coercion. Executive acknowledges that he/she was given sufficient time to consider this Agreement, and that he has signed it only after giving careful consideration to its terms.

 

 

 

10.       Executive further acknowledges that during his employment, he has executed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Confidentiality Agreements attached hereto as Exhibit C. Executive understands and agrees that these agreements shall remain in full force and effect after Executive’s termination. Executive further acknowledges, understands and agrees that Executive has continuing obligations to the Company under these ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Confidentiality Agreements, and that the severance consideration outlined in this Executive Termination Agreement would not have been provided to Executive without his/her express agreement to continue to comply with the terms and conditions of all such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Confidentiality Agreements.

11.       Executive has returned or will return to Employer prior to the payment of severance pursuant to this Agreement, all of the Company’s property and documents in his possession or under his control, including, without limitation, all keys and card key badges to company buildings or property, all company owned equipment, and all reports, documents, software, manuals, controls, equipment, files, materials, data, trade secrets, confidential or proprietary information, passwords, employee information, any other Company information in his/her possession and any and all copies thereof in whatever form, whether hard copies, electronic or otherwise.

12.       This Executive Termination Agreement shall not be construed against any party merely because that party drafted or revised the provision in question, and it shall not be construed as an admission by any of the Released Parties of any improper, wrongful, or unlawful actions, or any other wrongdoing against Executive, and the Released Parties specifically disclaim any liability to or wrongful acts against Executive.

13.       Executive acknowledges that the Released Parties have made no promises to him/her other than those set forth in the January 2008 Severance Agreement, and this Executive Termination Agreement. Executive further acknowledges and agrees that he/she is not entitled to receive, and will not claim, any right, benefit, compensation, or relief other than what is expressly set forth herein in this Executive Termination Agreement. This Agreement may be modified only by written agreement signed by both parties.

14.       This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein. It supersedes any other such promises or representations, other than the January 2008 Severance Agreement and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Agreements and Confidentiality Agreements executed by Executive during his/her employment which agreements remain in full force and effect. This Agreement shall bind the heirs, personal representatives, successors and assigns of both Executive and Employer. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question shall be modified by the court so as to be rendered enforceable. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Washington as any action for breach of this Agreement may only be filed in federal or state courts applicable to King County, Washington.

15.       This Executive Termination Agreement, the January 2008 Severance Agreement and all previously executed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Agreements and Confidentiality Agreements, which are incorporated herein by this reference and remain in full force and effect, contain the entire agreement between the parties regarding the subject matter hereof, and supersede any and all prior and

 

 

 

contemporaneous oral and written agreements.

 

EXECUTIVE

Executive Signature

 

Executive

SONUS PHARMACEUTICALS

▇▇▇▇▇▇ ▇▇▇

Chairman of the Board of Directors

 

 

 

EXHIBIT A

 

Notice of Termination

 

 

 

SONUS PHARMACEUTICALS, INC.

▇▇▇▇▇ ▇▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇

 

August 19,2008

 

 

▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

c/o SONUSPharmaceuticals, Inc.

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

 

Please be advised that pursuant to Section 1 of your Severance/Change in Control Agreement dated January 4, 2008 (the “Agreement”), the Board of Directors has determined that your employment with Sonus Pharmaceuticals, Inc. will terminate effective immediately prior to the Effective Time of the Arrangement, as such terms are defined in the Arrangement Agreement, dated May 27,2008, between Sonus Pharmaceuticals, Inc. and OncoGenex Technologies, Inc.

 

We thank you for your sustained and dedicated service to the Company over the past several years and wish you the best in your future endeavors.

 

 

 

 

 

 

 

EXHIBIT B

 

Severance Agreement

 

 

 

 

 

EXHIBIT C

 

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Confidentiality Agreements

 

 

 

In consideration of my employment, compensation and benefits with SONUS Pharmaceuticals, Inc. (SONUS) and for other valuable consideration, I agree as follows:

 

2.	I will not, without SONUS's prior written permission, either during or after my employment, solicit, recruit or induce SONUS employees or consultants to leave the company to accept employment or consultancy with another organization.

 

 

 

 

 

 

 

 

The foregoing paragraph does not apply to any invention for which no equipment, supplies, facilities, or trade secrets of SONUS were used and which was developed entirely on my own time, unless the invention relates directly to the business of SONUS or results from any work performed by me for SONUS. However, I agree to disclose inventions being developed for the purposes of determining employer or employee rights in accordance with paragraph 7 below and Washington Statute §14.05.

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 1

Excluded Prior Developments Which Relate

To the Actual or Anticipated Business or

Research or Development of SONUS

 

 

RECEIPT AND ACKNOWLEDGMENT

 

I, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, hereby acknowledge that I have received and read a copy of the "Procedures and Guidelines Governing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Tipping" and agree to comply with its terms. I understand that violation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or tipping laws or regulations may subject me to severe civil and/or criminal penalties, and that violation of the terms of the above-titled policy may subject me to discipline by the Company up to and including termination for cause.

 

 

Print Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

 

 

 

EXHIBIT D

 

Supplemental Older Workers Benefit Protection Act Notice

 

The following supplemental information is provided to employees age 40 or older pursuant to the federal Older Workers Benefit Protection Act:

A.        The employees affected/covered by this termination consists of the following: current CEO and current CFO.

B.        The eligibility factors for this termination are: The Company has considered all appropriate facts and circumstances in making the decision to reorganize, reduce its workforce, and eliminate job positions, including the Company’s current and anticipated financial condition, business plans, operational needs, and personnel levels needed to perform necessary current and reasonably anticipated future work, and the skills, versatility and work record of its employees.

C.        The time limits for this reduction in force are: The termination is expected to be carried out on August 20, 2008.

   E.        The ages of the employees in your same job classification or organizational unit who were not selected for layoff are as follows: None.