EXHIBIT 10.33
Employment Severance Agreement
This Employment Severance Agreement (this Agreement) is
entered into as of October 13, 1995, by and between:
Quadrax Corporation, a Delaware corporation (Quadrax), as
the employer; and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual (▇▇. ▇▇▇▇▇▇▇), as the
employee.
Recitals
A. On or about February 13, 1995 Quadrax and ▇▇.
▇▇▇▇▇▇▇ entered into an Employment Agreement
pursuant to which ▇▇. ▇▇▇▇▇▇▇ agreed to serve
Quadrax in the capacity of Director, Investor
Relations.
B. Subsequent to the date of the Employment
Agreement, Quadrax determined that it was in
the best interest of the corporation to create
a position of Chief Financial Officer, and to
include investor relations among the duties of
such Chief Financial Officer .
C. On or about September 1, 1995, Quadrax
retained ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ as its Chief
Financial Officer, and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ has
assumed as a principal responsibility
representation of the corporation before its
stockholders and the financial community.
D. Quadrax has no further need to maintain a
position of Director, Investor Relations.
E. After careful consideration of all the other
ways in which ▇▇. ▇▇▇▇▇▇▇ could continue to
serve the interests of Quadrax to the mutual
benefit of Quadrax and ▇▇. ▇▇▇▇▇▇▇, Quadrax and
▇▇. ▇▇▇▇▇▇▇ have mutually agreed that it is in
the best interest of each party to terminate
the Employment Agreement on the following
terms.
Provisions
1.Termination of the Employment Agreement. Quadrax and ▇▇.
▇▇▇▇▇▇▇ hereby agree to terminate the Employment Agreement,
effective immediately.
2.Release of ▇▇. ▇▇▇▇▇▇▇ by Quadrax. Quadrax hereby releases ▇▇.
▇▇▇▇▇▇▇ from any and all obligation to provide services to the
corporation, and agrees that ▇▇. ▇▇▇▇▇▇▇ may pursue other
employment or business opportunities, including opportunities
that may be in competition with Quadrax, provided, only, that ▇▇.
▇▇▇▇▇▇▇ shall not use any confidential or proprietary information
acquired by him during his employment by Quadrax in competition
with, or in any way that is adverse to the interests of Quadrax.
3.Release of Quadrax by ▇▇. ▇▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇▇ hereby releases
Quadrax from any and all obligation to retain his services, or to
compensate him for or in lieu of those services, whether pursuant
to the Employment Agreement, or otherwise, except as hereinafter
expressly provided.
4.Consideration for Releases. In consideration of the foregoing
releases, Quadrax agrees to pay or deliver to ▇▇. ▇▇▇▇▇▇▇, and
▇▇. ▇▇▇▇▇▇▇ agrees to accept, as full and final satisfaction of
any and all claims that ▇▇. ▇▇▇▇▇▇▇ may now have or hereafter
assert relating to or arising out of his employment by Quadrax,
each and every of the following:
4.1Salary Continuation: $47,307.65 in salary continuation
payments, payable in installments, net of applicable federal,
state and local income, social security, Medicare,
unemployment insurance and other payroll taxes or deductions
required to be withheld by Quadrax under applicable law
(collectively, Deductions), as follows:
(a)7 payments of $4,615.39 each, less all applicable
Deductions, beginning October 13, 1995 and continuing
bi-weekly thereafter, through and including January 5,
1996 , followed by;
(b)6 additional payments of $2,307.69 each, less all
applicable Deductions, beginning January 19, 1996 and
continuing bi-weekly thereafter through and including
March 29, 1996 and
(b)1 final payments of $1,153.85 on April 12 , 1996 and
4.2Use of Company Car: continued possession and of that
certain 1994 Acura Legend automobile currently made available
for his use, without charge to ▇▇. ▇▇▇▇▇▇▇ (except for normal
operating and maintenance costs, which shall be paid by ▇▇.
▇▇▇▇▇▇▇) until March 31, 1996, at which time ▇▇. ▇▇▇▇▇▇▇ will
have the option to either
4.2.1assume the obligations of Quadrax as lessee
under the relevant Lease Agreement (and cause
Quadrax to be relieved of any further obligations
thereunder); or
4.2.2return the automobile to Quadrax in good
working order and appearance, reasonable wear and
tear excepted; and
4.3Benefits: continuation of group health, life and
disability insurance, as currently in force as of the
date hereof (and as the same may be amended for the
entire corporation at any time or from time to time)
through March 31, 1996; and
4.4Cancellation of Indebtedness. a release and receipt
for payment in full of all principal, interest and
penalties due for loans made by Quadrax to or for the
benefit of ▇▇. ▇▇▇▇▇▇▇, which Quadrax and ▇▇. ▇▇▇▇▇▇▇
agree totals $54,727.58; and
4.5Options: a cancellation and re-grant of options under
the Quadrax Corporation 1994 Non-Qualified Stock Option
Plan, so-called, to purchase an aggregate of 100,000
shares of Common Stock of Quadrax, to be re-granted with
an exercise price of $1.50 per share, exerciseable as
follows:
(a) options to purchase an aggregate of 25,000 shares,
which may be exercised, in multiples 1,000 shares, at any
time during the period beginning on January 1, 1996 and
ending on December 31, 2006, after which any such options
that are not exercised will expire; and
(b)options to purchase an aggregate of 25,000 shares,
which may be exercised, in multiples 1,000 shares, at any
time during the period beginning on April 1, 1996 and
ending on March 31, 2006, after which any such options
that are not exercised will expire; and
(c)options to purchase an aggregate of 25,000 shares,
which may be exercised, in multiples 1,000 shares, at any
time during the period beginning on July 1, 1996 and
ending on June, 2006, after which any such options that
are not exercised will expire; and
(b)options to purchase an aggregate of 25,000 shares,
which may be exercised, in multiples 1,000 shares, at any
time during the period beginning on October 1, 1996 and
ending on September 30, 2006, after which any such
options that are not exercised will expire;
provided, however, that if the average closing bid
price for shares of common stock of Quadrax over any
period of 15 consecutive trading days shall exceed
$4 per share, all outstanding options shall become
immidiately exerciseable at the option of Mr.
Connelll.
6.Certain Other Shares. ▇▇. ▇▇▇▇▇▇▇ acknowledges and agrees
Quadrax has issued to him as compensation for services rendered
an aggregate of 139,000 shares of its Common Stock, of which
50,000 have been registered for sale to the public under a Form
S-8 and 89,000 shares are restricted securities that cannot be
sold unless a registration statement is filed or an exemption
from registration becomes available. ▇▇. ▇▇▇▇▇▇▇ further
acknowledges and agrees that any and all claims he may now have
or hereafter assert are surrendered pursuant to, and superseded
by, this agreement.
6.Additional Undertakings by Quadrax. In furtherance of the
purpose and intent of this Agreement to reach and final
settlement of all matters between Quadrax and ▇▇. ▇▇▇▇▇▇▇ arising
out of his employment at Quadrax, Quadrax further undertakes and
agrees as follows:
6.1Value of Shares. Quadrax will report on both the financial
and tax accounts of the corporation additional compensation
to ▇▇. ▇▇▇▇▇▇▇ during the fiscal and tax year ending December
31, 1995 the amount of $278,000, representing the value of
139,000 shares of Quadrax Common Stock issued at a value of
$2 per share, and will issue to ▇▇. ▇▇▇▇▇▇▇ in the ordinary
course a Internal Revenue Service Form 1099 for the 1995 tax
year in like amount;
6.2Registration of Restricted Shares. Quadrax will include
the 89,000 shares of its Common Stock held by ▇▇. ▇▇▇▇▇▇▇ in
restricted form in its Registration Statement currently
before the Securities Exchange Commission, and further agrees
that if for any reason such Registration Statement does not
go effective, to include such shares in any subsequent
Registration Statement which Quadrax may file regarding the
sale of shares of its common stock or other instruments
convertible into shares of its common stock; and
6.3Registration of Option Shares. Quadrax agrees to register
for sale to the public any and all shares of its common stock
that may be purchased by ▇▇. ▇▇▇▇▇▇▇ by exercise of one or
more of the options granted pursuant to this Agreement:
6.3.1at or prior to the time of issuance , if, but
only to the extent that, such registration can be
effected through the filing of a Form S-8, or
other similar abbreviated form of registration
that does impose an undue burden or expense upon
Quadrax; and
6.3.2with respect to any issued and outstanding
shares held by ▇▇. ▇▇▇▇▇▇▇ and not registered at
the time after issuance or thereafter, if
requested by ▇▇. ▇▇▇▇▇▇▇, by inclusion on any
other registration statement that Quadrax may file
with respect to the issuance of sale of shares of
its common stock, if, but only to the extent that,
such shares may properly be included on such
registration statement under applicable law.
7.Notices. All notices, requests, payments, demands or other
communication under this Agreement shall be in writing and shall
be deemed to have been given on the date of actual receipt.
8.Severability of Provisions. If any provision in this Agreement
is held to be invalid, void or unenforceable, the remaining
provisions shall continue in full force and effect.
9.Time. Time is of the essence of this Agreement.
10.Counterparts. This Agreement may be executed in two or more
counterparts, all of which, taken together, shall constitute one
and the same agreement.
▇▇.▇▇▇▇▇▇▇▇ Day. If any date on which action is to be taken
under this Agreement occurs, or if any period during which action
is to be taken under this Agreement ends, on a Saturday, Sunday
or holiday, the date or period shall be extended to the next
succeeding day which is not a Saturday, Sunday or holiday.
12.Jurisdiction. Each party hereby consents and submits itself
to the jurisdiction of the State of Rhode Island and agrees that
the parties to this Agreement shall be entitled to a judgment and
decree and enforcement by the Courts of the State of Rhode Island
for any amount which may be adjudged to be due, including, but
not limited to, attorney's fees, costs and damages.
13.Entire Agreement. This Agreement contains the entire
understanding between the parties concerning ▇▇. ▇▇▇▇▇▇▇'▇
employment with Quadrax and supersedes any prior understanding or
agreement between them. Thereof are no other representations,
agreements or understandings, oral or written, between the
parties relating to the subject of this Agreement. This
Agreement may be amended only by a writing signed by the party to
be charged.
In Witness Whereof, Quadrax Corporation has caused this
Agreement to be signed and delivered by its duly authorized
representative and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ has signed and delivered
this Agreement, both as of the date first above written.
Quadrax Corporation
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman and Chief Executive Officer
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇