Manhattan Pharmaceuticals, Inc. New York, NY 10019
Exhibit
10.2
Manhattan
Pharmaceuticals, Inc.
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July
7,
2006
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Dear
Nick:
As
we
have discussed, this letter agreement (the “Agreement”) sets forth the substance
of the terms of your separation from Manhattan Pharmaceuticals, Inc. (the
“Company”).
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1.
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Separation
from Employment.
You and the Company mutually agree that the final date of your employment
with the Company will be July 10, 2006 (the “Separation Date”). This
further confirms that, effective as of the Separation Date, you have
resigned all of your offices of the Company and its subsidiaries.
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2.
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Post-Termination
Date Compensation.
This further confirms that, consistent with Section 9(d)(i) of your
Employment Agreement dated January 3, 2005 (the “Employment Agreement”),
the Company will continue to pay your annualized Base Salary (as
that term
is defined in the Employment Agreement) stated in such agreement
until
January 3, 2007. These payments will be made in equal installments
at the
times of the Company’s regular paydays and will be subject to applicable
income tax withholdings and other legally required deductions. As
provided
in the Employment Agreement, however, such compensation may be offset
against any amounts otherwise received by you from any employment
from the
Separation Date to January 3, 2007; provided, however, that in no
event
shall the Company have the right to recover or offset any amounts
paid to
you pursuant to this paragraph for any period prior to the commencement
of
new employment or for the period following January 3, 2007. As a
condition
to the Company paying the compensation described in this paragraph
for the
period following the Separation Date, you agree to send monthly
correspondence (by email transmission to the attention of ▇▇▇▇▇▇▇
▇▇▇▇, or
such other representative as the Company may hereafter indicate)
attesting
to the Company your then-current employment status and all amounts
earned
from any such employment.
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3.
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Accrued
Salary and Vacation.
On
the Separation Date, the Company will pay you all accrued salary,
and all
accrued and unused vacation, earned through the Separation Date,
subject
to standard payroll deductions and withholdings.
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4.
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Benefits.
After the Separation Date and continuing through January 3, 2007,
you will
be entitled to continue receiving from the Company the employee benefits
for which you are currently eligible on the same terms as such benefits
are currently being provided to you. However, the Company shall have
no
obligation to continue providing benefits to you to the extent you
are
eligible to receive comparable benefits from a subsequent employer.
Except
as expressly provided in this Agreement or your Employment Agreement,
you
will not receive any additional benefits after the Separation Date,
with
the sole exception:
a)
of
any benefit to which you have a vested right under the terms of a
written,
ERISA-qualified benefit plan (e.g.,
401(k) plan, stock option plan)
,
b) any and all rights to indemnification pursuant to Delaware law
and the
Company’s Certificate of Incorporation and Bylaws, and c) rights as an
insured under any Company insurance policy, including but not limited
to,
Directors and Officers liability insurance policy.
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1
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5.
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Employment-Related
Expense Reimbursements.
Within ten (10) days
after the Separation Date, you shall submit your final, documented
expense
reimbursement statement reflecting all business expenses you incurred
in
connection with your employment through the Separation Date for which
you
seek reimbursement. The Company will reimburse you for these expenses
pursuant to its regular business
practice.
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6.
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Return
of Company Property.
You agree to return to the Company, on or before the end of the Separation
Date, all documents of the Company (and all copies or reproductions
thereof) and all other Company property in your possession or control,
including, but not limited to, all files, notes, memoranda,
correspondence, agreements, drawings, records, plans, forecasts,
reports,
proposals, studies, analyses, financial information, operational
information, personnel information, investor information, research
and
development information, computer-recorded information, tangible
property
and equipment (including, but not limited to, computers and cellular
phones), credit cards, entry cards, identification badges and keys;
and
any materials or medium of any kind which contain or embody any
proprietary or confidential information of any Company (and all
reproductions thereof, in whole or in part).
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7.
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Proprietary
Information Obligations.
You acknowledge that Section 5 (relating to confidentiality and
inventions) and Section 6 (non-competition and non-solicitation)
of your
Employment Agreement will survive the Separation Date and continue
in full
force and effect.
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8.
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Nondisparagement.
You agree not to disparage the Company and its officers, directors,
members, partners, managers, employees, shareholders, affiliates,
and
agents, in any manner likely to be harmful to them or their business,
business reputation or personal reputation. The Company agrees not
to
disparage you in any manner likely to be harmful to you or your business
reputation. Notwithstanding the foregoing, both you and the Company
may
respond accurately and fully to any question, inquiry or request
for
information when required by legal
process.
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9.
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Acts
Necessary To Effect This Agreement. You
and the Company
agree to execute any instruments or agreements (or amendments thereto),
or
perform any other acts that are or may become, necessary to effect
and
carry out the transactions contemplated by this
Agreement.
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10.
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No
Admissions. You
understand and agree that the promises and payments in consideration
of
this Agreement shall not be construed to be an admission of any liability
or obligation by any Company Affiliate to you or to any other person,
and
that the Company make no such admission.
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11.
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Miscellaneous.
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(a) Severability.
Whenever
possible, each provision of this Agreement will be interpreted in such manner
as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect, in
whole or in part, such invalidity, illegality or unenforceability will not
affect any other provision, and such invalid, illegal or unenforceable provision
will be reformed, construed and enforced so as to render it valid, legal, and
enforceable consistent with the intent of the parties insofar as possible under
applicable law.
(b) Waiver.
Any
waiver of any breach of any provision of this Agreement shall be in writing,
and
the waiving party shall not thereby be deemed to have waived any preceding
or
succeeding breach of the same or any other provision of this
Agreement.
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(c) Entire
Agreement.
This
Agreement and the Employment Agreement, including their respective exhibits,
constitutes the final, complete, and exclusive embodiment of the entire
agreement between you and the Company regarding the subject matter hereof and
it
supersedes any prior agreement, promise, or representation, written or
otherwise, between you and any of the Company with regard to this subject
matter. To the extent that the provisions of this Agreement are inconsistent
with the provisions of the Employment Agreement, this Agreement shall govern;
provided,
however, that
to
the extent not inconsistent with this Agreement, the Employment Agreement shall
continue in full force and effect. This Agreement is entered into without
reliance on any agreement, promise, or representation, written or oral, other
than those expressly contained or incorporated herein, and it cannot be modified
or amended except in a written agreement signed by you and me.
(d) Counterparts.
This
Agreement may be executed in separate counterparts, any one of which need not
contain signatures of more than one party, but all of which taken together
shall
constitute one and the same Agreement. Signatures transmitted via facsimile
shall be deemed the equivalent of originals.
(e) Headings
and Construction.
The
headings of the paragraphs hereof are inserted for convenience only and shall
not be deemed to constitute a part hereof or to affect the meaning thereof.
For
purposes of construction of this Agreement, any ambiguities shall not be
construed against either party as the drafter.
(f) Successors
and Assigns.
This
Agreement is intended to bind and inure to the benefit of and be enforceable
by
you, the Company and your and its respective successors, assigns, heirs,
executors and administrators, except that you may not assign any of your duties
or rights hereunder without the written consent of the Company, which shall
not
be unreasonably withheld.
(g) Governing
Law.
All
questions concerning the construction, validity and interpretation of this
Agreement shall be governed by the law of the State of New York as applied
to
contracts made and to be performed entirely within the State of New
York.
If
this
Agreement is acceptable to you, please sign this Agreement and return the
originals to me.
I
wish
you the best in your future endeavors.
Sincerely,
Manhattan
Pharmaceuticals, Inc.
By:
/s/
▇▇▇▇▇▇▇
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President
& Chief Executive Officer
Accepted
And Agreed:
/s/
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▇. ▇▇▇▇▇▇▇▇▇
Date:
July 7, 2006
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