Exhibit 10.102
SEVERANCE AGREEMENT
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This AGREEMENT ("Agreement") is made between IGI, INC. ("IGI"), a
Delaware Corporation, with its principal place of business at 000 Xxxxxxx
Xxxxxx, Xxxxx, Xxx Xxxxxx 00000, and XXXXX XXXXXXXX ("Xxxxxxxx") residing
at 0000 X. Xxxxxxx Xxxx, Xxxxxxxx Xxx Xxxxxx 00000.
WHEREAS, Xxxxxxxx was employed by IGI in its Information Technology
Department from November 1984 to January 9, 2004; and
WHEREAS, the parties hereto mutually agreed to the termination of
Xxxxxxxx'x employment with IGI as of January 9, 2004; and
WHEREAS, by this Agreement Xxxxxxxx and IGI wish to resolve any and
all claims and/or disputes of any kind whatsoever that may exist between
them relating to Xxxxxxxx'x employment with IGI, the termination of
Xxxxxxxx'x employment with IGI and/or any other matter; and
WHEREAS, the parties agree that any and all payments and/or other
benefits of any kind whatsoever, if any, that Xxxxxxxx is or may claim to
be entitled to receive from IGI in conjunction with his employment with IGI
and/or termination thereof shall be exclusively and conclusively governed
by the terms of this Agreement, and Xxxxxxxx agrees that in accordance with
the terms hereof he shall be forever prohibited from seeking and/or
claiming any additional compensation, benefits, damages, remedies and/or
any other payments of any kind whatsoever from IGI,
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt
and sufficiency of which is acknowledged by the parties hereto, IGI and
Xxxxxxxx agree as follows:
1. Incorporation of Recitals. The Recitals set forth above are
hereby incorporated into and made a part of this Agreement.
2. Effective Date. Subject to the terms of Paragraph 15 of this
Agreement and Xxxxxxxx'x' rights thereunder, the parties
expressly acknowledge and agree that the effective date of this
Agreement is January 9, 2004 (the "Effective Date"),
irrespective of the date upon which it was formally executed by
the parties.
3. Employment Termination Date. The parties expressly acknowledge
and agree that Xxxxxxxx'x employment with IGI will terminate as
of January 9, 2004. Xxxxxxxx agrees to fully cooperate with IGI
to accomplish such resignations, including without limitation,
execution of any and all documents as may be necessary to
effectuate such resignations. Xxxxxxxx further agrees, warrants
and represents that as of January 9, 2004, and forever
thereafter, he shall not represent and/or hold himself out as
an employee of IGI.
4. Payments to Xxxxxxxx.
A. On January 9, 2004, IGI shall pay Xxxxxxxx a lump sum gross
amount of $23,541.00 (less any and all applicable taxes,
withholdings, contributions and other deductions), which amount
represents nineteen (19) weeks of Xxxxxxxx'x xxxxx annual
salary in effect immediately prior to the termination of his
employment with IGI. This represents one week of severance for
each year of Xxxxxxxx'x employment with IGI.
B. The parties expressly acknowledge and agree that any and all
payments to be made by IGI to Xxxxxxxx under Paragraphs 4(A)
shall be paid, treated and reported by IGI and Xxxxxxxx as W-2
income, and that Xxxxxxxx shall be solely responsible for the
payment of any and all federal, state and/or local income
taxes, penalties and/or interest with respect to thereto.
5. Reimbursement of Business Expenses.
On or before January 31, 2004, Xxxxxxxx shall submit to IGI a
final Business Expense Report ("Final Expense Report") to
request reimbursement for any and all costs, expenses, and/or
expenditures he had incurred as of January 9, 2004, in
performing his employment with IGI. The Final Expense Report
shall be submitted, reviewed, approved/declined and paid in
accordance with the IGI's rules and procedures relative to such
matters as currently in effect as of January 9, 2004.
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6. Continuation of Health/Medical Insurance Coverage For Xxxxxxxx
and Dependents. For a period of five (5) months commencing
January 1, 2004 and ending May 31, 2004, IGI shall continue to
provide Xxxxxxxx and his wife with health, medical and dental
Insurance coverage benefits under the IGI, Inc. Aetna, Inc.
Group Health Insurance Plan and/or any other employer (IGI)
provided plan or policy, if any. As of May 31, 2004, Xxxxxxxx
and his wife shall no longer be entitled to nor be permitted to
participate in any and all insurance coverage and/or other
benefits provided under the IGI, Inc. Aetna, Inc. Group Health
Insurance Plan and/or any under other employer (IGI) provided
plan or policy, if any. Any and all coverage and/or benefits
previously afforded to Xxxxxxxx and/or his wife thereunder
shall terminate on May 31, 2004, subject to any and all rights
by Xxxxxxxx and/or his wife to elect to continue participation
therein under COBRA and/or any other applicable laws, and
Xxxxxxxx and/or his wife shall be solely responsible for the
payment of any and all costs and expenses relating thereto,
including, without limitation, premium costs and expenses for
continued coverage under COBRA and/or any other applicable law.
7. Termination of 401K Plan Benefits. In accordance with the terms
and conditions of the IGI, Inc. 401K Retirement Savings Plan
("401K Plan"), Xxxxxxxx'x eligibility to participate therein
will terminate on January 9, 2004, and from that date onward
Xxxxxxxx shall not be permitted to make any further
contributions to the 401K Plan nor is he entitled to any
employer matching contributions made by IGI after such date.
Any and all account balances in the 401K Plan for the benefit
of Xxxxxxxx shall be held in such account and/or distributed to
Xxxxxxxx in accordance with the terms of the 401K Plan and
notice to IGI of Xxxxxxxx'x compliance with any and all
requirements contained therein. Xxxxxxxx shall be solely
responsible for any and all federal, state and/or local taxes,
penalties and/or interest that may be assessed in relation to
any and all distributions to Xxxxxxxx from and under the 401K
Plan. Xxxxxxxx agrees and acknowledges that he is in possession
of a complete and current copy of the 401K Plan and is fully
familiar with and has been fully advised as to his rights there
under.
8. Termination of Life Insurance Benefits. As of January 9, 2004,
Xxxxxxxx shall no longer be entitled to nor be permitted to
participate in any and all life insurance coverage and/or other
benefits provided by IGI under its life insurance plan and/or
under any other employer (IGI) provided plan or policy, if any.
Any and all coverage and/or benefits previously afforded to
Xxxxxxxx thereunder shall terminate on January 9, 2004, without
any further notice by IGI to Xxxxxxxx, unless otherwise
required by law.
9. Return of IGI Property. Xxxxxxxx represents and warrants that
as of January 9, 2004, he will return to IGI any and all
equipment (excluding a laptop computer), property, manuals,
materials and/or any other documents belonging to IGI and/or
that were provided to or came into Xxxxxxxx'x possession as the
result of his employment with IGI, including, without
limitation, any and all documents that contain trade secrets of
IGI and/or proprietary and/or confidential information relating
to IGI and/or its business. Xxxxxxxx further represents and
warrants that he has not copied, duplicated and/or otherwise
reproduced any such manuals, materials, documents and/or
information. Xxxxxxxx expressly agrees that he shall not use
for and/or in conjunction with any future business and/or
employment purposes and/or disclose to any other individual,
corporation, person, partnership (general or limited), limited
liability company and/or other business entity, IGI's trade
secrets and/or confidential/proprietary information of IGI that
Xxxxxxxx may have acquired at any time during his employment
with IGI, including, without limitation, client lists, price
lists, manufacturing processes, manufacturing costs and
business plans.
10. Non-Disclosure of Confidential Information.
A. For the purposes of and as used in Paragraph 11(B) or
otherwise in this Agreement, the term "Confidential
Information" shall be defined as and mean as follows: IGI's
trade secrets and proprietary information, as well as any and
all information of a business and/or technical nature disclosed
to, revealed, discovered, learned and/or developed by Xxxxxxxx
at any time during and/or in the course of his employment with
IGI, which information relates in any way whatsoever to the
business of IGI, to the business of any customer of IGI, and/or
to the business of any other person and/or entity which
consults with IGI in any way whatsoever in conjunction with
IGI's business, which such information is generally unknown in
the industry. Confidential Information shall include, but not
limited to, information and knowledge relating to IGI's
computer and/or IT systems, programs, software, passwords
and/or other specifications relating thereto, Novasome(R)
technologies, formulations, manufacturing processes,
procedures, packaging, developments, improvements, methods or
operation, sales, pricing and profit margins, customers,
clients credit and other financial information about IGI and/or
IGI's customers and/or relationships between IGI and its
customers, clients and other who
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have dealings with the Company.
B. Except as expressly required by law, Xxxxxxxx hereby agrees
that he will not at any time whatsoever from the Effective Date
of this Agreement and forever thereafter, without the express
prior written consent of IGI: (1) disclosure directly and/or
indirectly any Confidential Information to any person, entity
and/or other third-party not a signatory to this Agreement;
and/or (2) use directly and/or indirectly any Confidential
Information for the benefit of himself and/or any other person,
entity and/or other third-party not a signatory to this
Agreement.
X. Xxxxxxxx represents and warrants that as of the Effective
Date he has not without the prior written consent of IGI: (1)
disclosed directly and/or indirectly any Confidential
Information to any person, entity and/or other third-party not
a signatory to this Agreement; and/or (2) use directly and/or
indirectly any Confidential Information for the benefit of
himself and/or any other person, entity and/or other third-
party not a signatory to this Agreement.
X. Xxxxxxxx further acknowledges and agrees that any violation of
the terms of this Paragraph 9 shall be deemed a breach of this
Agreement entitling IGI to any and all rights and remedies under
this Agreement, as well as any and all rights and remedies
available at law and/or equity.
11. No Admission of Liability. Xxxxxxxx expressly agrees and
acknowledges that IGI has voluntarily agreed as a business
decision to enter into this Agreement with Xxxxxxxx, and that
IGI is neither required nor obligated, by law, contract or
otherwise, to enter into this Agreement with Xxxxxxxx and/or to
pay Xxxxxxxx any of the amounts and/or benefits provided for
herein. IGI disputes any claim by Xxxxxxxx that IGI is
obligated and/or otherwise liable to him for any monetary
amounts, benefits and/or other damages arising from the
termination of his employment with IGI and/or with respect to
any other matter. Neither the execution of this Agreement nor
any of the terms contained herein shall be construed and/or
interpreted as an admission of liability by IGI with respect to
any claims by Xxxxxxxx relating to his employment with IGI
and/or the termination of his employment with IGI. Neither this
Agreement nor any term hereof shall be admissible in any
judicial, administrative and/or arbitration proceeding to which
IGI now or hereafter may be a party, except any judicial,
administrative and/or arbitration proceeding relating to this
Agreement.
12. Xxxxxxxx Release. Except as expressly provided in Paragraph 13
of this Agreement, Xxxxxxxx, on behalf of himself and his
heirs, executors, administrators, and assigns, does hereby
remise, release and forever discharge IGI and its affiliates,
subsidiaries and/or its past and present agents, attorneys,
representatives, officers, directors, employees, successors,
administrators, shareholders and assigns, of and from any and
all claims, liabilities, complaints, rights, injuries, damages,
judgments, torts, causes of action, demands, suits, debts,
losses, costs, expenses, fees, penalties, assessments, fines
and interest, of any kind whatsoever, whether direct or
indirect, absolute, fixed or contingent, liquidated or
unliquidated, past or present, known or unknown, that Xxxxxxxx
had, now has or may have against IGI, its subsidiaries,
affiliates and/or its past and present agents, attorneys,
representatives, officers, directors, employees, successors,
administrators, shareholders and assigns relating to or arising
out of Xxxxxxxx' employment with and/or termination of
employment with IGI and/or any other matter, including, without
limitation, any and all rights or claims relating to or arising
under (i) federal and/or state common law; (ii) the
Rehabilitation Act of 1973; (iii) the Federal Age
Discrimination in Employment Act of 1967, as amended; (iv) the
American With Disabilities Act; (v) Title VII of the Civil
Rights Act of 1964, as amended; (vi) the Family Leave and
Medical Act, (vii) the Employment Retirement Income Security
Act of 1974, as amended, (viii) any and all federal, state,
and/or local laws, statutes, ordinances, regulations and/or
executive orders protecting the rights against discrimination
upon the basis of age, race, sex, national origin, religion,
non-job related disability, sexual preference and other types
of discrimination; (ix) New Jersey Conscientious Employee
Protection Act; (x) any and all any federal, state, and/or
local laws, statutes, ordinances, regulations and/or executive
orders protecting employees against sexual harassment and/or
hostile work place environment; (xi) the Warn Act and/or any
other similar state or federal laws, statutes, ordinances,
regulations and/or executive orders requiring, among other
things, advance notice to employees of certain workforce
reductions; and (xii) any and all legal restrictions of any
type whatsoever on IGI's right to terminate its employees,
including Xxxxxxxx. Xxxxxxxx also agrees not to initiate,
commence and/or file a lawsuit and/or any other judicial,
administrative and/or arbitration proceeding in any
jurisdiction whatsoever against IGI, its subsidiaries,
affiliates and/or its past and present agents, attorneys,
representatives, officers, directors, employees, successors,
administrators, shareholders and assigns, with respect to,
relating to and/or otherwise seeking to assert any claim
released by Xxxxxxxx under the terms of this Agreement.
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13. Exception to Xxxxxxxx Release. Notwithstanding the terms of
Paragraph 12 above, the parties acknowledge and agree that by
this Agreement Xxxxxxxx does not waive, release and/or
relinquish (i) any and all rights and claims he may have under
the Federal Age Discrimination in Employment Act of 1967, as
amended, relating to events that may occur and/or facts that
made known to Xxxxxxxx after January 9,2004, or (ii) his right
to file a charge with or cooperate in an investigation with the
Equal Employment Opportunity Commission after January 9, 2004.
14. Rights and Remedies.
A. In the event of a material breach of this Agreement by
Xxxxxxxx, and in addition to any and all rights, remedies and
damages available to IGI hereunder and/or otherwise by law or
equity, IGI shall immediately and automatically be forever
relieved from that date forward, without any further action by
IGI, from any and all obligations to Xxxxxxxx under this
Agreement.
X. Xxxxxxxx acknowledges and agrees that his breach of any of
the terms and/or covenants contained in Paragraphs 9, 10,
and/or 16(A) of this Agreement can cause irreparable damage to
IGI for which the remedy at law would not be adequate.
Accordingly, in addition to any other remedy available to IGI
under this Agreement and/or as otherwise provided by law or
equity, IGI shall be entitled to injunctive relief restraining
Xxxxxxxx from any actual or threatened violation of any of the
terms of Paragraphs 9, 10, and/or 16(A) or any other
appropriate decree of specific performance (without any bond or
other security being required).
C. In the event either party is required to incur legal fees
and/or costs in seeking enforcement of this Agreement, the
prevailing party shall be entitled to recover from the other
party any and all such legal fees and/or costs so incurred.
15. Waiting Period and Revocation Rights. Xxxxxxxx represents and
warrants that he has been advised by IGI to consult with an
attorney prior to executing this Agreement. Xxxxxxxx further
represents and warrants that he understands that he shall have
twenty-one (21) days from the date this Agreement has been
executed by IGI and delivered to Xxxxxxxx to decide whether to
sign this Agreement and relinquish the legal claims as provided
for herein. Xxxxxxxx further represents and warrants that he has
been advised by IGI that he shall have a period of seven (7) days
following his execution of this Agreement to revoke it so that it
has no continuing or past legal effect. Xxxxxxxx represents and
warrants that he understands that to revoke this Agreement during
such seven (7) day period he must provide IGI with written notice
revoking the same and delivers such notice to IGI in accordance
with the terms hereof prior to the expiration of the seven (7)
days revocation period.
16. Non-Disparagement
X. Xxxxxxxx agrees that neither he nor any person or entity on
his behalf shall, directly or indirectly, make, orally or in
writing, any comments, statements, and/or remarks of any kind
whatsoever disparaging to IGI, its business, and/or its
affiliates, subsidiaries and/or its past and present agents,
attorneys, representatives, officers, directors, employees,
administrators, and/or shareholders. Xxxxxxxx further
acknowledges and agrees that any violation of the terms of this
Paragraph 17(A) shall be deemed a material breach of this
Agreement, entitling IGI to any and all rights and remedies
hereunder, as well as otherwise available at law or equity.
B. IGI agrees that neither it nor any person or entity on its
behalf shall, directly or indirectly, make, orally or in writing,
any comments, statements, and/or remarks of any kind whatsoever
disparaging to Xxxxxxxx. Unless otherwise mutually agreed in
writing by IGI and Xxxxxxxx, in the event IGI is contacted by a
third-party for a recommendation and/or any other information
related to Xxxxxxxx' employment with IGI and/or the termination
thereof, IGI shall not provide any information and/or make any
statements in response thereto other than confirmation of the
position held by Xxxxxxxx at IGI and the dates of employment.
Irrespective of the foregoing, Xxxxxxxx acknowledges and aggress
that nothing contained herein requires IGI to provide any
information, statements and/or recommendations to any inquiring
third-party other than that which is expressly set forth in this
Paragraph 16(B).
17. New Jersey Law Governs. This Agreement shall be executed,
governed, enforced, construed and interpreted in accordance
with the laws of the State of New Jersey. The parties hereto
consent to the exclusive jurisdiction of the state and federal
courts of New Jersey for the judicial resolution of any and all
disputes that may arise under this Agreement, including without
limitation enforcement of this Agreement and damages relating
to a breach thereof.
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18. Entire Agreement. This Agreement incorporates the
understandings and agreements of the parties hereto, and each
party acknowledges that in executing this Agreement they are
not relying upon prior written or oral discussions or
statements made by either party. This Agreement contains the
entire understanding of the parties hereto and there are no
representations, warranties, covenants or undertakings other
than those expressly set forth herein. Except as expressly
provided for in this Agreement, Xxxxxxxx acknowledges and
agrees that he shall not be entitled to receive from IGI, nor
shall IGI be required to pay and/or provide Xxxxxxxx, with any
benefits, monetary amounts, stock options, health, medical,
life and/or disability insurance coverage, auto allowance
and/or compensation of any kind whatsoever, by virtue of,
under, relating to and/or with respect to Xxxxxxxx'x employment
with IGI and/or the termination of Xxxxxxx'x employment with
IGI.
19. Modification/Waiver. A modification or waiver of any of the
provisions of this Agreement shall be effective only if made in
writing and executed by the parties with the same formality as
this Agreement. The failure of any party to insist upon strict
performance of any of the provisions of this Agreement shall
not be construed as a waiver, release and/or discharge of any
subsequent default and/or breach of the same or similar nature.
20. Product of Negotiations. This Agreement is the product of
negotiations between the parties and shall be construed
neutrally, without regard to the identity of the party who drew
it.
21. Headings. The parties expressly acknowledge and agree that
paragraph headings contained in this Agreement are for
convenience purposes only and shall not be considered part of
the terms and conditions of the Agreement.
22. Interpretation Provisions. All references in this Agreement to
the plural shall also mean the singular and to the singular
shall also mean the plural unless the context otherwise
requires. The words "hereof", "herein", "hereunder", "this
Agreement", "the Agreement" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole
and not any particular provision of this Agreement unless the
context otherwise requires. The word "including" when used in
this Agreement shall mean "including, without limitation".
"And" and "or" as used in this Agreement shall be interpreted
conjunctively and shall not be interpreted disjunctively to
exclude any information otherwise within the scope thereof.
23. Invalid or Unenforceable Provisions. In the event any provision
of this Agreement shall be determined to be invalid or
unenforceable in any respect, the remaining provisions of this
Agreement shall not be affected thereby and shall continue in
full force and effect.
24. Parties Bound. This Agreement shall be binding upon the parties
hereto and their respective heirs, successors and assigns.
25. Legal Advice of Counsel. The parties have obtained legal advice
concerning this Agreement from the attorneys of their own
choosing and have not relied on anything the other party or the
other party's attorneys have said in deciding to sign this
Agreement.
26. Voluntary Agreement. Xxxxxxxx represents and warrants that he has
read and fully understands the terms of this Agreement. Xxxxxxxx
further represents and warrants that he has executed this
Agreement voluntarily without coercion, undue influence or
duress, with full knowledge of the nature, consequences and legal
effect of this Agreement. Xxxxxxxx further acknowledges and
agrees that the terms hereof are a fair and adequate resolution
of any and all claims, if any, he may have against IGI relating
to his employment with IGI and/or the termination of his
employment with IGI.
27. Notices. Any and all notices required and/or permitted to be
given under this Agreement to be effective must be sent via hand-
delivery or via Federal Express or other reliable overnight
delivery service to the addresses set forth below, unless
otherwise advised in writing by the other party in accordance
with the terms hereof of a change of address.
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Any and all notices under this Agreement shall be deemed made on the
date upon which it is actually delivered to the party to whom it is
directed.
(a) To Xxxxxxxx:
Xxxxx Xxxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
(b) To IGI:
Xxxxx Xxxxxxx
Chairman & CEO
IGI, Inc.
000 Xxxxxxx Xxx.
Xxxxx, XX 00000
With Copy To:
Xxxxx X. Xxxxxxxx, Esq.
Xxxxx & Associates, P.C.
1776 On the Green - 0xx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
IN WITNESS WHEREOF, the parties have signed this Agreement on and
effective as of January 9, 2004.
EMPLOYER
IGI, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Financial Officer
EMPLOYEE
Witnessed:
/s/ Xxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxxx
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Notary Public Xxxxx Xxxxxxxx
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