Exhibit 10.110
SEVERANCE AGREEMENT
-------------------
THIS AGREEMENT ("Agreement") is made by and between IGI, INC. ("IGI"),
a Delaware corporation, with its principal place of business at 000 Xxxxxxx
Xxxxxx, Xxxxx, Xxx Xxxxxx 00000, and XXXXXXX X. XXXXXX ("Xxxxxx") residing at
0 Xxxxx Xxxxxxx Xxx, Xxxxxxx, Xxx Xxxxxx 00000.
RECITALS
WHEREAS, Xxxxxx was employed by IGI as its Chief Financial Officer
and Senior Vice President from June 26, 2000 to June 30, 2004 (referred to
as "Xxxxxx'x Employment"); and
WHEREAS, Xxxxxx'x Employment was pursuant to and governed by the
terms of an Employment Agreement between Xxxxxx and IGI dated August 31,
2000 with a retroactive effective date of June 26, 2000 (referred to as the
"Employment Agreement"), a true and accurate copy of which is annexed
hereto as Exhibit A and made a part of this Agreement as if set forth at
length herein; and
WHEREAS, the initial term of Xxxxxx'x employment under the Employment
Agreement was for a period of one year, from June 30, 2000 to June 30,
2001, subject on each June 30, beginning June 30, 2001, to an automatic
extension for an additional year unless either party gives written notice
of non-extension no later than the proceeding April 30; and
WHEREAS, in accordance with the provisions of the Employment
Agreement, the term thereof was automatically extended without any notice
by either party of non-extension for an additional 3 years from June 30,
2001 to June 30, 2002, June 30, 2002 to June 30, 2003, and from June 30,
2003 to June 30, 2004;
WHEREAS, on April 26 2004, IGI gave to Xxxxxx proper written notice
that his employment under the Employment Agreement shall terminate upon
expiration of the current term of the Employment Agreement as of the close
of business on June 30, 2004, and that the term of the Employment Agreement
would not be extended for an additional one year period (referred to as the
"IGI Expiration Notice ");
WHEREAS, pursuant to the terms of the Employment Agreement, Xxxxxx is
entitled to receive certain severance compensation and benefits as provided
therein as a result of the termination of his employment under the
Employment Agreement by reason of the IGI Expiration Notice;
1
WHEREAS, the parties wish to resolve by this Agreement any and all
claims and/or disputes of any kind whatsoever that Xxxxxx had, has or may
have now or in the future against IGI relating to his employment with IGI,
the termination of his employment with IGI under the Employment Agreement
and/or any other matters relating thereto; and
WHEREAS, the parties agree that any and all payments and/or other
benefits of any kind whatsoever, if any, that Xxxxxx is or may claim to be
entitled to receive from IGI in conjunction with his employment with IGI,
his employment with IGI under the Employment Agreement and/or the
termination thereof shall be exclusively and conclusively governed by the
terms of this Agreement, and Xxxxxx 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
Xxxxxx 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 Xxxxxx'x rights thereunder, the parties expressly
acknowledge and agree that this Agreement shall be effective date
as of the close of business on July 1, 2004 (the "Effective
Date"), irrespective of the date upon which the Agreement is
formally executed by the parties.
3. Employment Termination Date. The parties expressly acknowledge
and agree that Xxxxxx'x employment with IGI is terminated as of
the close of business on June 30, 2004. As of the close of
business on June 30, 2004, Xxxxxx resigns from any and all
officerships he holds with IGI, and thereby waives, relieves,
relinquishes, renounces and surrenders as of June 30, 2004, any
and all rights, powers, obligations, authorities and/or benefits
of any kind whatsoever with respect thereto. Xxxxxx 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. Xxxxxx
further agrees, warrants and represents that as of the close of
business on June 30, 2004, and forever thereafter, he shall not
represent and/or hold himself out as an employee, officer and/or
director of IGI.
2
4. Payments to Xxxxxx.
A. On July 1, 2004, IGI shall pay Xxxxxx for any and all
amounts due and owing for base salary and auto allowance accrued
as of the termination of his employment at the close of business
on June 30, 2004 (less any and all applicable taxes,
withholdings, contributions and other deductions).
B. For a period twelve (12) months commencing July 1, 2004 and
ending June 30, 2005 (referred to as the "Severance Period"),
Xxxxxx shall continue to receive his annual base salary of
$168,600 and annual auto allowance of $$7,200 (less any and all
applicable taxes, withholdings, contributions and other
deductions), which shall be paid by IGI to Xxxxxx in bimonthly
installments in accordance with IGI's regular payroll practices
as in effect at such time (referred to as the "Severance
Benefits"). However, if at any time during the Severance Period,
IGI receives a payment by virtue of a settlement or judgment
entered in the pending action captioned IGI, Inc. v. U.S. Fire
Insurance Company Affiliates, Superior Court of New Jersey, Law
Division, Atlantic County, Docket No. ATL-L-1966-03 (referred to
as the "Insurance Settlement"), IGI shall within five (5) days of
its receipt of the Insurance Settlement pay to Xxxxxx in a single
lump sum an amount equal to the balance of the Severance Benefits
due and owing to Xxxxxx as of the date of the Insurance
Settlement.
C. The parties expressly acknowledge and agree that any and
all payments to be made by IGI to Xxxxxx under Paragraphs 4(A) &
(B) shall be paid, treated and reported by IGI and Xxxxxx as W-2
income, and that Xxxxxx 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 July 30, 2004, Xxxxxx shall submit to IGI a final
Business Expense Report (referred to as the "Final Expense
Report") to request reimbursement for any and all costs,
expenses, and/or expenditures he had incurred as of the close of
business on June 30, 2004, in performing his employment with IGI.
The Final Expense Report shall be submitted, reviewed,
approved/declined and paid in accordance with IGI's rules and
procedures relative to such matters as currently in effect as of
June 30, 2004.
3
6. Continuation of Health/Medical Insurance Coverage For Xxxxxx
and Dependents.
A. For a period of twelve (12) months commencing July 1,
2004 and ending June 30, 2005, IGI shall continue at its sole
cost and expense to provide Xxxxxx and his dependents with
health, medical, eye care 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 as
in effect at such time (referred to as the "IGI Insurance
Benefits"). Except as provided in Paragraph 6(B) below, as of
June 30, 2005, Xxxxxx and his dependents shall no longer be
entitled to nor be permitted to participate in any and all
health, medical, eye care and/or dental 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 as in effect at such time. Any
and all coverage and/or benefits previously afforded to Xxxxxx
and/or his dependents thereunder shall terminate on June 30,
2005, subject to any and all rights by Xxxxxx and/or his
dependents to elect to continue participation therein under
COBRA and/or any other applicable laws, and Xxxxxx and/or his
dependents 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.
B. In the event Xxxxxx obtains full-time employment with an
independent third party employer at any time during the twelve
month period commencing July 1, 2004 and ending June 30, 2005,
and as a benefit thereof he and his dependents are provided at
no cost with health, medical, eye care and dental insurance
coverage under the employer's sponsored plans or policies
(referred to as the "New Insurance Plan"), and prior to June
30, 2005, full coverage becomes effective for Xxxxxx and his
dependents under the New Insurance Plan (inclusive of the
expiration of any waiting or elimination periods for
eligibility thereunder), then IGI shall at such time be
relieved from any and all further obligations under Paragraph
6(A) to provide Xxxxxx and his dependents with the IGI
Insurance Benefits, and Xxxxxx and his dependents shall
thereafter no longer be entitled to nor be permitted to
participate in the IGI Insurance Benefits. Notwithstanding the
foregoing, nothing contained in the term of this Paragraph 6(B)
requires or obligates Xxxxxx to obtain full-time employment
with an independent third party at any time during the twelve
(12) month period from July 1, 2004 to June 30, 2005, or except
as expressly provided by the foregoing, does not effect, alter
or eliminate Xxxxxx'x entitlement to any other benefits,
payments or compensation to be provided by IGI hereunder.
4
7. Continuation of Life and Disability Insurance Coverage For
Xxxxxx
For a period of twelve (12) months commencing July 1, 2004 and
ending June 30, 2005, IGI shall continue at its sole cost and
expense to provide Xxxxxx with any and all life and disability
insurance coverage and benefits under any IGI provided plan or
policy as in effect immediately prior to the termination of
Xxxxxx'x employment as of the close of business on June 30,
2004 (referred to as "IGI Life/Disability Insurance "). On June
30, 2005, the IGI Life/Disability Insurances previously
afforded by IGI to Xxxxxx for such twelve (12) month period
shall terminate, subject to any and all rights Xxxxxx may have
to elect to continue participation therein under the terms of
the IGI Life/Disability Insurance plans or policies and/or as
otherwise permitted by applicable laws, and in which case
Xxxxxx 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 the IGI Life/Disability Insurance plans or policies.
8. Termination of 401K Plan Benefits. In accordance with the
terms and conditions of the IGI, Inc. 401K Retirement Savings
Plan ("401K Plan"), Xxxxxx'x eligibility to participate therein
shall terminate as of the close of business on June 30, 2004,
and from that date onward Xxxxxx 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 Xxxxxx shall be held in such account and/or
distributed to Xxxxxx in accordance with the terms of the 401K
Plan and notice to IGI of Xxxxxx'x compliance with any and all
requirements contained therein. Xxxxxx 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 Xxxxxx from and under the 401K
Plan. Xxxxxx 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
thereunder.
9. Stock Options.
X. Xxxxxx is the holder of fully vested and unexercised
stock options to purchase a total of 345,000 shares of IGI
Common Stock (referred to as the "Options"). Xxxxxx received
the Options during the course of his
5
employment with IGI as equity based compensation awards granted
under the IGI, Inc. 1999 Stock Option Plan, as follows:
(1) option to purchase 45,000 shares at an exercise
price of $0.66;
(2) option to purchase 100,000 shares at an exercise
price of $0.52;
(3) option to purchase 100,000 shares at an exercise
price of $0.80;
(4) option to purchase 40,000 shares at an exercise
price of 0.50;and
(5) option to purchase 60,000 shares at an exercise
price of $1.06.
B. The parties hereby acknowledge and agree that in
accordance with the terms of the Employment Agreement, the
Options are exercisable by Xxxxxx for a period of two (2) years
commencing on July 1, 2004 and ending on June 30, 2006.
C. Except as provided in Paragraph 9(D) below, Xxxxxx agrees
that for a period of six (6) months commencing on July 1, 2004
and ending on January 1, 2005, he will not sell, offer to sell,
transfer or otherwise convey any shares of IGI, Inc. common
stock he may acquire prior to January 1, 2005, by his exercise
of any of the Options (referred to as the "Option Restriction
Period"). At all times subsequent to January 1, 2005, Xxxxxx
shall be free and fully unencumbered of any obligation,
restriction or requirement of any kind whatsoever, except as
provided by law, to sell, offer to sell, transfer or otherwise
convey at his sole discretion any and all shares of IGI, Inc.
Common stock he acquired by his exercise of any of the Options.
D. It is expressly acknowledged and agreed that if at any
time during the Option Restriction Period, a transaction occurs
involving the acquisition by a third party of 35% or more of an
equity interest of IGI at a per share price of $2.00 or more,
IGI shall be required to offer Xxxxxx the opportunity as part
of the transaction to sell at his sole discretion exercised
shares of his IGI common stock in an amount up to $100,000.
Notwithstanding the foregoing, nothing contained in the terms
of this Paragraph 9(D) requires or obligates Xxxxxx to
participate in any such transaction, which shall be solely at
the discretion of Xxxxxx.
6
10. Return of IGI Property. Xxxxxx represents and warrants that as
of the Effective Date, he has returned to IGI any and all
equipment, property, manuals, materials and/or any other
documents belonging to IGI and/or that were provided to or came
into Xxxxxx'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.
Xxxxxx further represents and warrants that he has not copied,
duplicated and/or otherwise reproduced any such manuals,
materials, documents and/or information. Xxxxxx 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 Xxxxxx 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.
11. 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 Xxxxxx 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 is
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 others who have dealings with the
Company.
B. Except as expressly required by law, Xxxxxx 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) disclose directly and/or
indirectly any Confidential Information to any person, entity
and/or other third-party not a
7
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. Xxxxxx 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) used 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. Xxxxxx further acknowledges and agrees that any violation
of the terms of this Paragraph 11 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.
12. Xxxxxx Release. Except as expressly provided in Paragraph 13
of this Agreement, Xxxxxx, 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 Xxxxxx
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 Xxxxxx' 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
8
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 Xxxxxx. Xxxxxx 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 Xxxxxx under the terms
of this Agreement.
13. Exception to Xxxxxx Release. Notwithstanding the terms of
Paragraph 12 above, the parties acknowledge and agree that by
this Agreement Xxxxxx 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 were made
known to Xxxxxx after the Effective Date, or (ii) his right to
file a charge with or cooperate in an investigation with the
Equal Employment Opportunity Commission after the Effective
Date. Xxxxxx expressly represents and warrants that he has no
knowledge of any facts or occurrences as of the Effective Date
that would give rise to any rights and/or claims under the
Federal Age Discrimination in Employment Act of 1967, as
amended, and/or any right to file a charge with the Equal
Employment Opportunity Commission.
14. Rights and Remedies.
A. In the event of a material breach of this Agreement by
Xxxxxx, 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 Xxxxxx under this
Agreement, and Xxxxxx shall return any and all payments
received under this Agreement as of such date.
X. Xxxxxx acknowledges and agrees that his breach of any of
the terms and/or covenants contained in Paragraphs 9(C), 10,
11, 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
9
otherwise provided by law or equity, IGI shall be entitled to
injunctive relief restraining Xxxxxx from any actual or
threatened violation of any of the terms of Paragraphs 9(C),
10, 11, 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. Xxxxxx represents and
warrants that he has been advised by IGI to consult with an
attorney prior to executing this Agreement. Xxxxxx 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 Xxxxxx to decide whether to sign
this Agreement and relinquish the legal claims as provided for
herein. Xxxxxx 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. Xxxxxx represents and
warrants that he understands that to revoke this Agreement during
such seven (7) day period he must return to IGI any and all
payments he has received from IGI under paragraph 4(B) of this
Agreement and provide IGI with written notice revoking the same
and deliver 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. Xxxxxx 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 that are factually inaccurate and 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.
Xxxxxx further acknowledges and agrees that any violation of the
terms of this Paragraph 16(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
that are factually inaccurate and disparaging to Xxxxxx. Unless
otherwise mutually agreed in writing by IGI and Xxxxxx, in the
event IGI is contacted by a third-party
10
for a recommendation and/or any other information related to
Xxxxxx' 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
Xxxxxx at IGI and the dates of employment. Irrespective of the
foregoing, Xxxxxx acknowledges and agrees 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).
C. IGI shall obtain Xxxxxx'x prior approval, which shall not
be unreasonably withheld, to any and all written documents to be
filed with any governmental body or other regulatory authority,
including the Securities and Exchange Commission and the American
Stock Exchange, or otherwise released or disseminated to the
public, wherein the termination or cessation of Xxxxxx'x
employment with IGI is discussed, addressed or referenced in any
manner whatsoever. IGI shall provide Xxxxxx with a draft of any
document subject to the terms of this Paragraph 16(C) at least
two (2) business days prior to its intended filing, release or
other dissemination.
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.
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, Xxxxxx acknowledges and agrees
that he shall not be entitled to receive from IGI, nor shall
IGI be required to pay and/or provide Xxxxxx, 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 Xxxxxx'x employment
with IGI, the Employment Agreement and/or the termination of
Xxxxxx'x employment with IGI.
11
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.
12
26. Voluntary Agreement. Xxxxxx represents and warrants that he has
read and fully understands the terms of this Agreement. Xxxxxx
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. Xxxxxx 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. 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 Xxxxxx:
Xxxxxxx Xxxxxx
0 Xxxxx Xxxxxxx Xxx
Xxxxxxx, XX 00000
(b) To IGI:
Xxxxx Xxxxxxx, Chairman
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
28. Counterpart Execution. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
13
IN WITNESS WHEREOF, the parties have signed this Agreement on this 30th
day of June, 2004, effective as of the close of business on June 30, 2004.
EMPLOYER
IGI, INC.
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx
Chairman
EMPLOYEE
Witnessed:
/s/ Xxxx X Xxxxxxxxx /s/ Xxxxxxx X Xxxxxx
----------------------------------- ------------------------------------
Notary Public Xxxxxxx X. Xxxxxx
14
