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Exhibit 10.23
SEPARATION AGREEMENT AND GENERAL RELEASE
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1. I, XXX X. XXXXXXXX ("Employee"), accept the termination of my
employment from Gliatech Inc. ("Gliatech") effective 12/31/99 (the
"Separation Date"), in accordance with the terms of this Agreement. In
accepting the consideration stated in Paragraph 2 below, Employee
hereby releases Gliatech and each of its successors, assigns,
shareholders, officers, directors, employees, agents and counsel from
any and all actions, suits, claims, and demands of any kind, in law or
equity, that Employee ever had or now has, by reason of any event,
claim, matter, cause or thing, and particularly any claim relating in
any way to Employee's employment or the termination of Employee's
employment with Gliatech, including without limitation any claim under
the Age Discrimination in Employment Act, any claim arising under any
federal, state, or local law, and any claim under common law.
2. In full consideration of Employee signing this Separation Agreement and
General Release ("Agreement") and the covenants contained herein,
Gliatech agrees to the following:
A. Employee shall be paid a total of ONE HUNDRED SEVENTY THOUSAND
DOLLARS ($170,000.00) (representing ONE (1) YEAR of severance
pay) (the "Severance Amount"), less all applicable withholding
taxes, payable in a lump sum on or before January 31, 2000,
plus 1999 bonus of 10% of salary ($17,000.00).
B. Employee shall be paid for credited but unused vacation time
determined as of the Separation Date, with such payment to be
made within fifteen days of the Separation Date.
C. Employee shall be entitled to continuation of medical and
dental coverage at Employee's present level of benefits as
provided under COBRA, for the period of THREE (3) MONTHS
following separation date.
D. Gliatech will provide Employee with an employee outplacement
service with Drake Beam Xxxxx for a period of SIX (6) MONTHS
following Employee's termination with Gliatech.
3. Gliatech's obligations hereunder shall terminate in the event Employee
breaches any of Employee's obligations under this Agreement.
4. Employee agrees that Employee will maintain the confidentiality of
confidential information Employee has received by virtue of Employee's
employment with Gliatech and will not use such information or disclose
it to any person other than
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Gliatech. For purposes of this Agreement, confidential information is
information which Gliatech endeavors to keep proprietary, including
without limitation customer lists, employee lists, rate schedules,
underwriting information, the terms of contracts and policies,
marketing plans, program designs, trade secrets, proprietary
information, and any information provided by a third-party to Gliatech
in confidence. Employee agrees that, upon Employee's separation,
Employee will return to Gliatech any records in Employee's possession
containing confidential information of Gliatech and all records which
are the property of Gliatech.
5. Employee acknowledges that the consideration set forth in Paragraph 2
is solely in exchange for the promises in this Agreement and is an
amount in excess of any amount to which he is entitled under any law,
regulation or company policy, procedure or practice. Employee further
acknowledges that such payment does not constitute an admission by
Gliatech or the other released parties of liability or of violation of
any applicable law or regulation, all of whom deny any liability or
alleged violation and state that payment has been made solely for the
purpose of compromising any and all actual or potential claims of
Employee.
6. Employee may revoke and cancel this Agreement in writing at any time
within seven days after Employee's execution of this Agreement by
providing notice of revocation to GLIATECH INC., ATTENTION: XXXXXX
XXXXXX, AT 00000 XXXXXXXX XXXX XXXX, XXXXXXXXX, XX 00000. For
revocation to be effective, written notice must be received by
REGISTERED MAIL no later than the close of business on the seventh day
after Employee signs this Agreement. If Employee does so revoke, this
Agreement will be null and void and Gliatech shall have no obligation
to make the payments provided in Paragraph 2. This Agreement shall not
become effective and enforceable until after the expiration of the
seven-day revocation period; after such time, if there has been no
revocation, this Agreement shall be fully effective and enforceable.
7. Employee agrees that he has had the opportunity to consult counsel,
that no deadline of less than 21-days has been imposed upon him to
execute this Agreement, and that Employee has had time to read and
consider this Agreement before signing it.
8. Employee has read and understands all of the terms of this Agreement
and signs this Agreement in exchange for the consideration to be given
to Employee. Neither Gliatech nor any of its agents, representatives or
employees has made any representations to Employee concerning the terms
or effects of this Agreement other than those contained in this
Agreement.
9. This Agreement shall be governed and interpreted in accordance with the
laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed this Agreement this 7 day of
December, 1999.
/s/Xxx Xxxxxxxx Gliatech Inc.
---------------------------- By:/s/Xxxxxx X. Xxxxxx
Xxx Xxxxxxxx -------------------------------
Name: Xxxxxx X. Xxxxxx
/s/Xxxxxx Xxxxxx Title: Executive Vice President
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Xxxxxx Xxxxxx /s/Xxxx Xxxxx
Witness -----------------------------------
Xxxx Xxxxx
Witness
