Exhibit 10.1
IPIX
March 29, 2005
Xxxx Xxxxx
Chief Financial Officer
IPIX Corporation
0000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Dear Xxxx:
This letter agreement confirms our understanding regarding your commitment
to continue as an employee of, and to perform certain finance and accounting
duties for and on behalf of, IPIX Corporation (the "Company"), and the Company's
commitment to provide certain consideration to you in return for your
performance of those duties. Subject to the terms and conditions set forth
herein, you and the Company agree to the following:
1. You will continue to serve as a full-time employee in the position of
Chief Financial Officer ("CFO") of the Company and will perform the
duties and responsibilities of the CFO, including, without limitation,
(i) continuing to work on, and successfully completing, the ongoing
Xxxxxxxx-Xxxxx Sec. 404 compliance implementation project (the "404
Project"), (ii) actively participating in the preparation and filing
of the Company's Form 10-K (including executing all certifications and
other documents customarily executed by the CFO in connection with
such process) for the fiscal year ended December 31, 2004, and (iii)
overseeing the day-to-day financial operations of the Company, until
the earlier to occur of (i) the date the 10-K is filed and accepted by
the Securities and Exchange Commission and all other applicable
government agencies and stock exchanges, or (ii) your removal as CFO
by the Board of Directors of the Company (the "Board").
2. Following the filing and acceptance of the 10-K, you will no longer be
required to serve as the Company's CFO, but you will continue to work
as a MI-time employee of the Company, provide ongoing finance and
accounting assistance to the newly appointed CPO and to the Company's
finance staff as requested by the CFO, and work on the 404 Project,
until the earlier to occur of (i) the filing and acceptance of the
Company's Form l0-Q for the Company's fiscal quarter ended March 31,
2005 or (ii) your termination by the Board or the CFO. Following the
filing and acceptance of the 10-Q, if you are then still an employee,
you and the Company will agree upon your final date of employment,
which will in no event be later than May 13. 2005.
3. Provided that you perform all of the duties set forth in paragraphs 1
and 2 above, the Company will pay you bonus compensation equal to (i)
Twenty Thousand Dollars ($20,000 00) in recognition of your successful
completion of the 404 Project, plus (a) Sixty Thousand Dollars
($60,000) in recognition of the successful completion of your service
as CFO.
4. In addition to the bonus compensation described m paragraph 3 above,
the Company will also pay the compensation and benefits identified in
the letter to you from Xxxx Xxxxxx dated October 25, 2004 (the
"October Letter") in accordance with the terms set forth therein. A
copy of the October Letter is attached to this letter agreement as
Schedule A.
5. The payment of the bonuses set forth in paragraphs 3 and 4 of this
letter agreement are conditioned upon your (i) providing your full
energy, cooperation and assistance to the Company in the discharge of
your duties and obligations as set forth herein or as otherwise
required by law, regulations or rules applicable to the Company, (ii)
not making (or causing or suffering to be made) any disparaging
statements or remarks about the Company or any employee, officer,
director, partner, customer or vendor of the Company, (in) not taking
any action that would adversely affect the name or reputation of the
Company; and (iv) complying with all existing Company policies, rules
and conditions of employment.
6. All amounts paid to you by the Company will be paid in accordance with
the Company's existing payroll policies, and will be subject to
customary withholding obligations and other deductions.
7. Until the last day of your employment by the Company (the "Termination
Date"), you will continue to be paid your current base salary (the
"Base Salary") and you will receive the health and other insurance
benefits for which you have enrolled and to which you are entitled.
8. Other than the Base Salary and the other compensation identified in
this letter and the October Letter, all of which are subject to the
terms and conditions set forth herein and therein, the Company has and
will have no obligation to pay you any additional compensation during
your employment or after your employment.
9. All existing obligations, terms and conditions of your employment to
which you are already subject, including, without limitation, all
fiduciary, non-disclosure and loyalty duties, and all confidentiality
and non-solicitation obligations, will continue in full force and
effect in accordance with their terms.
If you are in agreement with the foregoing, please sign two copies of this
letter and return one of them to me, at which tune this letter agreement will
constitute a complete and binding agreement between you and the Company with
respect to the subject matter hereof.
Sincerely,
IPIX CORPORATION
By:
---------------------------
Xxxxx X. Xxxxx
President and Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Xxxx Xxxxx
------------------------------
Xxxx Xxxxx
Execution date: March 29, 2005
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Schedule A
To
Letter Agreement of March 29, 2005
Between
IPIX Corporation
And
Kara Brand
October 25, 2004 Letter
-----------------------
See letter attached.
IPIX
October 25, 2004
Kara Brand
Dear Xxxx:
As the organization transitions towards a Security product offering with primary
offices in Virginia and Tennessee, we want to express our appreciation for your
continued loyalty and effort. Toward that end, it is important that we provide
you with information that enables you to continue to perform your job to the
best of your ability with the utmost dedication. The intent of this letter is to
alleviate any concerns you may have about job stability and your future at IPIX
by offering you the following commitments:
1. Stay Bonus
We are asking for your commitment to stay with IPIX through our transition
until May 6, 2005 (at a minimum). If you stay in your current position with
IPIX through this date, you will be eligible to receive a `stay bonus"
equal to $37,500 (3 months pay). This bonus will be paid to you on May 6,
2005. Please note that the nature and amount of the stay bonus should be
treated as confidential information and not shared with other employees in
the company. This bonus is separate from any other bonus compensation plan
you are on and previous plans in place.
2. Severance Pay
On your last day of employment after May 5, 2005, you will receive
severance of 6 months pay. In the event that your employment is terminated
by the company without cause prior to May 6, 2005, you will still be
considered an employee through May 6, 2005 and entitled to your base salary
through that period and severance as per this letter.
3. Benefits
Your health care benefits will continue in force through your termination
date. After this date, you will be eligible to extend those benefits
through COBRA. You will receive a COBRA notice in the mail.
4. Vacation Pay
You will receive pay for any outstanding vacation hours not used through
your termination date in accordance with our vacation policy.
If you have any questions about the commitments described above please contact
me or Xxxxxx Xxxxx-Xxxxx HR Manager.
The Accounting group is a key asset of this company and those that have built it
and manage it are key employees. The company is going through dynamic change
that can be unsettling, but I hope that these commitments strongly affirm our
desire to retain you through these periods.
Regards,
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Chief Financial Officer
