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Separation And General Release Agreement

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SEPARATION AND GENERAL RELEASE AGREEMENT


This Separation and General Release Agreement (this "Agreement") is made as of this 31st day of December, 2005, by and between Cambrex Corporation (the "Company") and John R. Leone ("Executive," and together with the Company, the "Parties"). Capitalized terms used and not otherwise defined herein shall have the meaning given such terms in the Executive Employment Agreement (as defined below).


RECITALS


WHEREAS, Executive is employed by the Company under terms set forth in that certain letter agreement dated July 22, 2004 (the "Executive Employment Agreement");


WHEREAS, the Parties mutually desire to terminate the Executive's employment with the Company and its affiliates and, accordingly, Executive's employment with the Company and its affiliates will cease (the "Separation") effective on December 31, 2005 (the "Separation Date");


WHEREAS, the Parties desire to enter into this Agreement in order to establish, for their mutual benefit, an amicable and certain Separation under the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual covenants, commitments and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties intending to be legally bound hereby agree as follows:


1. ACKNOWLEDGMENT OF SEPARATION. The Parties acknowledge and agree that the Separation shall be effective as of the Separation Date.


2. RESIGNATION OF OFFICES AND BOARD MEMBERSHIPS. Because of a substantial change in Executive's responsibilities from those in existence on Executive's date of hire, effective as of the Separation Date, Executive shall, and hereby does, resign from (i) his positions as President and Chief Executive Officer of the Company, (ii) his position as member of the Company's Board of Directors and (iii) any and all other offices which he holds at, or as representative of, the Company or any of its affiliates. Executive's resignation is by mutual agreement between the Executive and the Company and is deemed a voluntary termination for good reason (change in the Executive's responsibilities, authorities or functions) and not for cause.


3. EXECUTIVE'S ACKNOWLEDGMENT OF CONSIDERATION. Executive specifically acknowledges and agrees that certain of the obligations created and payments made to him by the Company under this Agreement are promises and payments to which he is not otherwise entitled under any law or contract.


4. COMPANY COMMITMENTS TO EXECUTIVE. Provided that Executive executes and does not revoke the release and waiver as set forth in Section 5 below:


(a) Company Options. All outstanding options to acquire Company stock held by Executive on the date hereof are vested and shall remain subject to the terms and conditions of the applicable award agreements and equity plans related to such options. Pursuant to the award agreement dated August 23, 2004, the options granted thereunder shall be exercisable until the Expiration Date set forth therein.


(b) "Make-Whole" Restricted Stock. Executive has as of the date hereof vested in 12,803 shares of Company restricted stock and shall continue to vest in a further 25,607 unvested shares of Company restricted stock granted pursuant to the Executive Employment Agreement to compensate Executive for the value of his forfeited "in the money" options from his previous employer, 50% of which shall vest on July 22, 2006 and the balance of which shall vest on July 22, 2007.


(c) Additional Restricted Stock. Executive has as of the date hereof vested in 18,263 shares of Company restricted stock and shall continue to vest in the 54,788 unvested shares of Company restricted stock granted pursuant to the Executive Employment Agreement to compensate Executive for the value of his forfeited pension from his previous employment, 33.33% of which shall vest on each of July 22, 2006, July 22, 2007 and July 22, 2008.


(d) Severance Benefits. For the 24 month period commencing January 1, 2006 (the "Severance Period"), the Company shall make monthly severance payments to Executive in an amount equal to One Hundred One Thousand Eight Hundred Twenty Three ($101,823); provided that these severance payments shall cease if Executive secures Comparable Employment during the Severance Period, it being understood and agreed that Executive shall not be required to actively pursue employment during the Severance Period and Executive shall not have an obligation to mitigate any payments made by the Company during the Severance Period. For purposes of this Agreement Comparable Employment shall mean employment at a total compensation package including benefits provided to Executive under this Agreement, provided that if Executive accepts employment which is not Comparable Employment, Company shall pay Executive the difference between the severance payments set forth herein and Executive's compensation during the Severance Period.


(e) Continued Benefits. During the Severance Period, the Company shall continue to provide Executive eligible benefits on the same terms and conditions applicable to senior executives of the Company, such eligible benefits to consist of COBRA coverage for a period of no more than 18 months, life insurance for a period not greater than 12 months, and accidental death and dismemberment insurance for a period not great than 6 months, provided that Executive shall contribute to the costs of such coverages consistent with contributions made by other senior executives of the Company and further provided that such coverage shall cease if Executive becomes eligible to receive medical coverage from any subsequent employment.


(f) Liability Coverage. The Company's Directors and Officers liability coverage will continue after the Effective Date in accordance with its terms.


(g) Current Bonus. Executive will be eligible to receive a bonus for 2005 under the Company's Performance Incentive Plan in accordance with the terms of the Plan as awarded by the Company's Compensation Committee.


CONFIDENTIAL INFORMATION; NON-SOLICITATION; NON-DISPARAGEMENT.


(e) Confidential Information. Executive acknowledges that the information, observations and data obtained by him concerning the business and affairs of the Company and its affiliates during the course of his employment with the Company, is the property of the Company and/or its affiliates. Executive agrees that he will not disclose to any unauthorized person or use for his own account any of such information, observations or data which is of a confidential or proprietary nature ("Confidential Information") without the Company's written consent, unless, and to the extent that, (i) the aforementioned matters become generally known to and available for use by the public other than as a result of Executive's acts or omissions to act, or (ii) he is required to do so by order of a court of competent jurisdiction (by subpoena or similar process), in which event Executive shall notify the Company immediately upon receipt of such legal process, and thereafter reasonably cooperate with the Company in connection with any action by the Company to limit or suppress such disclosure.


(f) No Disparaging Remarks. Executive hereby covenants to each of the Releasees (as defined below) and agrees that he shall not, directly or indirectly, make any statement that disparages any of the Releasees, or any of their services, businesses or activities.


5. GENERAL RELEASE AND WAIVER.


(a) General Release. Effective as of the Separation Date, Executive, for and on behalf of himself and each of his heirs, executors, administrators, personal representatives, successors and assigns, hereby acknowledges full and complete satisfaction of and fully and forever releases, acquits and discharges the Company and each of its affiliates, together with their subsidiaries, parents and affiliates, and each of their past and present direct and indirect stockholders, directors, members, partners, officers, employees, attorneys, agents and representatives, and their heirs, executors, administrators, personal representatives, successors and assigns (collectively, the "Releasees"), from any and all claims, demands, suits, causes of action, liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known
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