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Separation Agreement And General Release

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EXHIBIT 10.25


SEPARATION AGREEMENT AND GENERAL RELEASE


This Separation Agreement and General Release ("Agreement") is made as of May 26, 2005, between Alfacell Corporation, a Delaware corporation, with offices in Bloomfield, New Jersey ("Alfacell" or the "Company"), and Andrew P. Savadelis ("Executive"), a resident of New Jersey.


BACKGROUND


A. Executive is an Alfacell employee who is being terminated without cause from his employment with Alfacell effective May 20, 2005 and Executive understands that in connection with Alfacell's next annual meeting of its stockholders the board of directors is not under any obligation to re-nominate Executive for election as a director of Alfacell; and


B. Alfacell desires to recognize Executive's material contributions during his employment;


C. Executive and Alfacell wish to set forth the compensation payable to Executive upon the termination of his employment as the Company's Senior Vice President, and Chief Financial Officer; and


D. Executive and Alfacell desire to resolve any potential claims or disputes arising from Executive's employment with Alfacell or his voluntary resignation from employment.


TERMS


In consideration of the mutual covenants and undertakings contained herein, Executive and Alfacell agree as follows:


1. Executive is hereby terminated without cause from his employment with Alfacell and from his positions as Senior Vice President and Chief Financial Officer effective May 20, 2005 (the "Separation Date"). Executive understands that in connection with Alfacell's next annual meeting of its stockholders the board of directors is not under any obligation to re-nominate Executive for election as a director of Alfacell and that between the Separation Date and the date of Alfacell's next annual meeting the Executive will not receive any compensation in connection with his service as a director of Alfacell.


2. Alfacell agrees to pay Executive's regular salary and benefits through the Separation Date, subject to the withholding of all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.


3. Alfacell agrees to pay Executive a cash payment of $15,000 which is the equivalent of one month of Executive's base salary as of the Separation Date subject to the withholding of all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling and such payment shall be made in a lump sum within 10 business days after the end of the Rescission Period (as defined in Paragraph 16 below) without revocation by Executive.


4. Alfacell agrees to pay Executive a cash payment of $6,923.08 which is to cover the two weeks of Executive's accrued but not taken vacation as of the Separation Date subject to the withholding of all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling and such payment shall be made in a lump sum within 10 business days after the end of the Rescission Period without revocation by Executive.


5. Executive's eligibility for any other Alfacell benefits of any kind will end effective as of the Separation Date.


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6. To the extent any of the stock options to purchase Alfacell common stock granted to Executive pursuant to the 1997 Stock Option Plan (the "1997 Plan") or the 2004 Stock Option Plan Incentive Stock Plan (the "2004 Plan" and collectively with the 1997 Plan the "Stock Plans") that have not vested as of the Separation Date, they will be extinguished and of no further force or effect as of the Separation Date. The options to purchase 137,500 shares of Alfacell common stock granted to Executive pursuant to the 2004 Stock Plan that have vested as of the Separation Date, as described on Exhibit B attached hereto, shall remain exercisable until the close of business on May 20, 2006. The options to purchase 13,750 shares of Alfacell common stock granted to the Executive while he was an Independent Director pursuant to the 1997 Plan as described on Exhibit B, shall be governed subject to the terms of the 1997 Plan which shall be no less than 190 days to exercise from the date the Executive ceases to be a member of the Board of Directors of Alfacell.


7. Alfacell will not contest any claim for unemployment benefits. Alfacell will be entitled to respond to any inquiries from any state agency seeking information in connection with the payment of any unemployment benefits, and will reflect that the Executive was terminated due to a change in management.


8. Executive agrees that no additional compensation or benefits of any kind shall be paid to him, and the compensation and benefits provided to him under this Agreement shall be in full payment and satisfaction of any and all financial obligations due to him from Alfacell.


9. It is understood and agreed that, by this Agreement, Executive and Alfacell intend to settle any and all claims which Executive or Alfacell has or may have against the other arising out of or resulting from Executive's employment at Alfacell and his resignation from such employment or this Agreement. Accordingly, in exchange for the benefits provided to Executive by this Agreement, Executi
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