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Exhibit 10.67
SERAGEN, INC.
00 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
November 6, 1996
Xx. Xxxxxx X. Xxxxxxx
00 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: Retirement and Consulting Agreement
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Dear Xxxxxx:
Reference is made to the Letter Agreement dated March 18, 1993 between
Seragen, Inc. ("Seragen") and you (the "Agreement"). This letter will set forth
our understanding regarding the termination of your employment under the
Agreement and as an employee of Seragen.
1. Seragen and you have agreed upon the termination of your employment with
Seragen.
2. Your last day of employment will be November 6, 1996. On that date, you
will deliver to Seragen (a) a resignation as Vice Chairman, Chief Executive
Officer, President and a director of Seragen, effective as of the date hereof,
(b) a resignation as President and a director of Seragen Technology, Inc.,
effective as of the date hereof, and (c) a resignation as a director of Seragen
Biopharmaceuticals, Ltd. ("SBL"), effective as of the next meeting of SBL's
board of directors.
3. Seragen will continue to pay for all insurance and other employee
benefits being provided by Seragen to you on the date hereof through December
31, 1997, provided that if your consulting arrangement is terminated during the
Additional Consultive Period, your benefits shall continue for a period of 90
days after notice of termination or, if earlier, until December 31, 1997.
4. (a) It is agreed that you will be paid your deferred bonus for fiscal
year 1995 in the amount of $30,000 after January 1, 1997 and not later than
January 7, 1997.
(b) You have agreed to act as a consultant to Seragen for the period
beginning November 6, 1996 and ending December 31, 1996 (the "Initial Consulting
Period"). Your compensation will be at the rate of $12,500 per month during the
Initial Consulting Period, but neither you nor Seragen have any obligation for
any fixed number of days of consulting.
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(c) You have agreed to act as a consultant to Seragen for an
additional period beginning January 1, 1997 and ending December 31, 1997 (the
"Additional Consulting Period"). Your compensation during the Additional
Consulting Period will be at the rate of $5,000 per month, but neither you nor
Seragen have an obligation for any fixed number of days of consulting. Either
party may terminate the consulting arrangement during the Additional Consulting
Period upon 30 days' prior written notice to the other party, and Seragen shall
have no obligation to pay further compensation under this Section 4(c) after the
date of such termination.
(d) You will also be reimbursed for out-of-pocket expenses incurred in
connection with such consulting at the request or with the approval of Seragen
upon presentation of itemized statements accompanied by receipts.
(e) Your consulting services pursuant to Sections 4(b) and 4(c) shall
consist primarily of participating at the direction of and with the prior
approval of the Chief Executive Officer of Seragen in possible discussions
regarding the merger of Seragen with, or the sale of all or substantially all of
its assets to, another entity. If such a merger or sale of assets is consummated
and you actively participated in the consummation of such transaction, Seragen
agrees to pay you a fee of $100,000 upon the closing of such transaction.
(f) Within thirty (30) days after the date hereof, the Company will
grant to you non-qualified stock options under the Seragen, Inc. 1992 Long Term
Incentive Plan (the "Plan") to purchase 50,000 shares of the Company's common
stock, $.01 par value, at an exercise price equal to $5.00 per share. The
options shall become exercisable 50% on the date of grant and 50% on the first
anniversary of the date of grant. The options shall terminate ten years after
the date of grant.
5. You will return to Seragen, on or before December 31, 1997, all property
and documents of Seragen in your custody and possession.
6. In consideration of the covenants set forth herein, and more
particularly the monies and benefits to be provided to you, and Seragen's
release of you, and other good and valuable consideration, you, your agents,
heirs, legatees, successors and assigns (collectively hereinafter the
"Employee-Releasors"), hereby irrevocably and unconditionally release, remise,
and forever discharge Seragen, its divisions, subsidiaries and affiliates, and
its and their respective owners, stockholders, agents, directors, officers,
employees, representatives, attorneys, and their predecessors, successors,
heirs, executors, administrators and assigns, and all persons acting by,
through, under or in concert with any of them, (collectively hereinafter the
"Seragen-Releasees"), of and from any and all actions, causes of actions, suits,
debts, charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, and expenses (including attorneys' fees and
costs actually incurred), of any nature whatsoever, in law or equity
(collectively "Claims"), which Employee-Releasors had, now have, or hereafter
may have against the Seragen-Releasees or any of
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them from the beginning of time to the date of this Agreement arising from or
related to Employee's relationship with Seragen as an employee, officer,
director or shareholder, or the termination thereof including, without
limitation: (i) Claims under the following statutes (as enacted and amended):
the Massachusetts Wage Statute, M.G.L. c.149, the Massachusetts Fair Employment
Practices Statute, M.G.L. c.15lB, the Massachusetts Equal Rights statute, M.G.L.
c.93, [Section] 102; the Massachusetts Workers Compensation Statute, M.G.L. c.
152, the Age Discrimination in Employment Act, 29 U.S.C. [Section] 621 ET SEQ.,
the Civil Rights Act of 1964, 42 U.S.C. [Section] 2000e-l ET SEQ., the Civil
Rights Act of 1991, the Fair Labor Standards Act, the Americans With
Disabilities Act, the Family Medical Leave Act of 1993, the Employee Retirement
Income Security Act; (ii) Claims for wrongful discharge, breach of express or
implied contract, breach of a covenant of good faith and fair dealing, violation
of public policy, defamation, interference with contractual relations,
intentional or negligent infliction of emotional distress, invasion of privacy,
misrepresentation, deceit, fraud, negligence; or (iii) any other statutory or
common law Claim under any state or federal law. Notwithstanding the foregoing,
this paragraph shall not release Seragen from any obligation set forth in this
Agreement, nor shall this paragraph be deemed to waive any rights you have to
vested benefits pursuant to Seragen's stock option plans, Employee Stock
Purchase Plan, 401(k) plan, and Seragen's medical, dental and life insurance
programs.
7. In consideration of the promises contained herein, and other good and
valuable consideration, Seragen hereby releases and forever discharges you from
any and all Claims (as defined in the prior paragraph), which Seragen had, now
has, or may have in the future, relating in any manner to your service as an
employee, officer or director of Seragen, so long as you were acting within the
scope of your authority in the performance of such duties.
Notwithstanding the foregoing, this paragraph shall not release you from
any obligation set forth in this Letter Agreement.
In accordance with the terms of Seragen's Certificate of Incorporation and
By-Laws, Seragen hereby confirms that you will remain covered by the
indemnification provisions thereof to the extent set forth therein, as well as
by Seragen's Directors and Officers Liability Insurance, as in effect from
time-to-time, to the extent set forth therein. This paragraph is not intended to
create any indemnification rights or coverage rights under Seragen's Directors
and Officers Liability Insurance that did not previously exist, but only to
confirm that this Agreement is not intended to affect the rights you would
otherwise have.
8. Except as expressly provided for herein or in provisions of the
Agreement which expressly survive the termination thereof, this Letter Agreement
supersedes any and all prior oral and/or written agreements, and sets forth the
entire agreement between Seragen and you. No variations or modifications hereof
shall be deemed valid unless reduced to writing and signed by the parties
hereto. The terms of this Letter Agreement are severable, and if for any reason
any part hereof shall be found to be unenforceable, the remaining terms and
conditions shall be enforced in full.
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9. You hereby acknowledge that you have read this Letter Agreement
carefully, that you have been afforded sufficient time to understand the terms
and effects of this Letter Agreement, that you have been given the opportunity
to consult with legal counsel, that you voluntarily are entering into and
executing this Letter Agreement and that neither Seragen nor its agents or
representatives have made any representations inconsistent with the terms and
effects of this Letter Agreement.
10. The parties acknowledge that you have been given a period of at least
twenty-one (21) days to consider the terms of this Letter Agreement. In
addition, should you accept the terms of this Letter Agreement by signing below,
you may rescind your assent to this Letter Agreement if, within seven (7) days
after the date you sign this Letter Agreement, you deliver to Xx. Xxxx Prior at
Seragen, Inc., 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, a written notice
of recision. To be effective, such recision must be postmarked within the seven
(7) day period and sent by certified mail, return receipt requested, to Mr.
Prior.
If the foregoing accurately sets forth our understanding, please so
indicate by signing and returning the enclosed duplicate copy of this letter,
whereupon it will take effect as a legally binding agreement under seal between
us, governed in accordance with the laws of the Commonwealth of Massachusetts.
Very truly yours,
SERAGEN, INC.
By
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Reed R. Prior
Chairman and Chief
Executive Officer
Accepted and Agreed:
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Xxxxxx X. Xxxxxxx
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