EXHIBIT 10.15
SEPARATION AGREEMENT
This Separation Agreement is made and entered into this 28th day of
December, 2004 by and between LecTec Corporation (hereinafter "Employer"), a
Minnesota Corporation and Xxxxxxx X. Xxxxxxxxxx (hereinafter "Employee").
WHEREAS, Employee has been employed by Employer since February 21, 2000
and since October 31, 2003 as Chief Executive Officer ("CEO"); and
WHEREAS, Employee also serves on the Board of Directors,
WHEREAS, Employee wishes to resign from his position as CEO and
Director,
WHEREAS, the purpose of this Agreement is to set forth the terms and
conditions under which Employer and Employee will end their relationship;
NOW THEREFORE, the parties hereto agree to and contract as follows:
A. Resignation Employee will terminate his employment effective as of
January 14, 2005 and will resign from the Board of Directors on that same date.
This document shall constitute notice under Sections 3.4 and 4.3 of the Company
Bylaws.
B. Payments. Employer agrees to pay Employee his normal salary and
benefits through the last day of his employment, along with payment for any and
all accrued but unused vacation.
C. Exercise of Stock Options. Pursuant to this Agreement and the 1998
LecTec Stock Incentive Plan, Employee shall have ninety (90) days from the date
of his termination in which to exercise any vested but unexercised stock options
as stated in Employee's Option Grant Letters dated July 31, 2000, February 9,
2001 and March 23, 2004.
D. Mutual Release
1. Employee understands and agrees in consideration of the
above-stated consideration, that this separation constitutes a full settlement
and release of any and all claims of any kind which he has or might have against
Employer, its officers, employees, agents, successors, and predecessors, arising
out of any actions, conduct, decisions, behavior, or events occurring prior to
the date of his execution of this Separation Agreement and Release. He
understands and accepts that this release specifically covers, but is not
limited to, any and all claims, complaints, causes of actions, or demands which
he has or may have against the released parties relating in any way to the
terms, conditions, and circumstances of his employment with LecTec whether based
on statutory or common law claims for discrimination (including age
discrimination), wrongful discharge, breach of contract, libel and slander, or
any other theory, whether legal or equitable, except Employee retains all claims
under his Long-Term Disability insurance policy, his rights relating to Worker's
Compensation, rights arising under the Employee Retirement and Income Security
Act (ERISA) and/or any claims arising out of this Separation Agreement.
2. Employer, or its successor, for itself and all officers,
directors, partners, principals, employees, attorneys and agents and their
respective agents or successors, does hereby release and forever discharge
Employee and his heirs or successors from any and all actions, claims, demands,
debts, and causes of action, legal and equitable as of the date of the execution
of this Agreement.
E. Records, Documents, and Property: Employee will return to Employer
all of Employer's records, correspondence, and documents in Employee's
possession.
F. Cooperation Employee shall have no further obligations as of his
resignation, except that he agrees to be available and cooperate with Employer
in the event of litigation or other exceptional need only on a
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limited reasonable basis and at times convenient to him; and furthermore
Employer agrees to pay Employee an hourly rate of $200 for any services in this
regard, as well as advance payment for any travel or other expenses as
necessary.
G. Reaffirmation. Employer reaffirms its obligation under Minn. Stat.
Section 302A.521 and Section 6.1 of the Company Bylaws to indemnify Employee for
any claims or liability arising out of his employment. Employer further
reaffirms that it has and will maintain appropriate D&O tail coverage under its
policy with AIG for a minimum of six years.
H. Employee's Acknowledgement of Review: Employee acknowledges that
Employee has been advised to consult with an attorney and have this Agreement
reviewed. Employee acknowledges that Employee or Employee's attorney was given
at least twenty-one (21) calendar days in which to review this Agreement, dating
from the receipt of these documents by Employee or Employee's attorney.
I. Mutual Nondisparagement and Confidentiality. The Parties hereto
agree not to disparage each other in the market place. The Parties further
agree, to the extent allowed by applicable SEC regulations and other law, to
keep the terms of this agreement confidential.
J. SEC Filings Employer agrees to provide legal assistance at no
expense to Employer for the limited purpose of assuring that any necessary SEC
filings are accomplished that relate to Employee's resignation.
K. Entire Agreement. This Agreements represents the full agreement of
the parties except for the 1998 Stock Option Plan and Agreement and except that
the restrictive covenants contained in Section 10 of Employee's Employment
Agreement dated February 21, 2000 shall survive and remain in effect subject to
its terms.
L. Notices/Communication: Any notice, request, demand, or communication
permitted, required or given relating to this Agreement, either by Employer to
Employee, or by Employee to Employer, shall be in writing and, unless otherwise
required under the terms of a separate agreement or law or regulation, shall be
deemed to have been given by either party to the other when the party by whom
such notice or communication is given deposits such notice or communication in
the U.S. Postal Service mail, postage prepaid, certified mail, return receipt
requested, properly addressed to the party to whom it is directed. Either party
may, by notice sent in like manner, designate a different address for notices
and communications:
If Sent to Employer: Xxxx X. Xxxxx, MD
00000 Xxxxxx Xxxx Xxxx
Xxxxx-Xxxxxxx, Xxxxxxxxxx 00000
If Sent to Employee: Xxxxxxx X. Xxxxxxxxxx
0000 Xxxxxxxx Xxx. Xxxxx
Xxxxxxxxxxx, XX 00000
AGREED TO on the day and year indicated below.
XXXXXXX X. XXXXXXXXXX LECTEC CORPORATION
/s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxx X. Xxxxx
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Its: Chairman
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Date 12/28/2004 Date: 12/20/2004
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