EXHIBIT 10(lll)
TERMINATION AGREEMENT
THIS AGREEMENT, made and entered into as of August 25, 2016, by and
between CEL-SCI CORPORATION ("the Company") and Maximilian de Xxxxx ("de
Xxxxx").
In consideration of the mutual agreements, terms, and conditions herein
contained, the Company and de Xxxxx agree as follows:
1. Resignation. de Xxxxx has tendered his resignation as an employee,
executive officer and director of the Company, and the Company has accepted such
resignation, to be effective as of August 31, 2016. The parties hereby expressly
agree that (i) de Xxxxx shall cease to be an employee, officer and director of
the Company as of August 31, 2016, and (ii) the Employment Agreement between the
Company and de Xxxxx will not be renewed.
2. Issuance/Sale of Shares. In consideration for de Clara's past services
to the Company, the Company will issue 650,000 shares of its common stock to de
Xxxxx with a restrictive legend. Half of these shares will be given upon signing
this agreement. The other half will be given on August 31, 2017. Of the first
325,000 shares none of the shares may be sold prior to February 28, 2017.
Starting on February 28, 2017, each month the Company will remove the
restrictive legend on 65,000 shares. On the second 325,000 shares due on August
31, 2017, none of the shares may be sold prior to February 28, 2018. Starting on
February 28, 2018, each month the Company will remove the restrictive legend on
65,000 shares. The foregoing procedure will continue until the restricted legend
has been removed on all 650,000 shares.
3. Options. All options held by de Xxxxx will vest as of August 31, 2016.
4. Health Insurance. de Clara's existing coverage under the Company's
group health plan will end on August 31, 2016. de Xxxxx may then be eligible to
elect temporary continuation coverage under the Company's group health plan in
accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA"). de Xxxxx will be provided with a COBRA election form and
notice which will describe his rights to continuation coverage under COBRA. If
de Xxxxx elects COBRA continuation coverage, then the Company will pay for COBRA
coverage (such payments shall not include COBRA coverage with respect to the
Company's Section 125 health care reimbursement plan) until February 28, 2018,
or (ii) the maximum period permitted under COBRA if such period is less than
eighteen months. If de Xxxxx exhausts the applicable COBRA period, the Company
will reimburse de Xxxxx for the cost of an individual health insurance policy in
an amount not to exceed the amount of the monthly COBRA premium previously paid
by the Company pursuant to this paragraph. After such period of Company-paid
coverage, de Xxxxx may continue coverage at his own expense in accordance with
COBRA or other applicable laws. No provision of this agreement will affect the
continuation coverage rules under COBRA. In the event, however, de Xxxxx becomes
eligible for benefits under another plan prior to February 28, 2018, the Company
shall no longer be obligated to pay such benefit premiums. de Xxxxx is required
to notify the Company of his eligibility for benefits under another plan and is
expected to enroll in the new plan at the first eligible opportunity unless de
Xxxxx chooses, at de Clara's sole expense, to continue COBRA benefits through
the Company. If de Xxxxx fails to notify the Company of de Clara's eligibility
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for alternative benefits, the Company shall have the right to discontinue
payment of COBRA premiums upon thirty (30) days' notice to de Xxxxx. In no event
shall a cash payment be made to de Xxxxx in lieu of the payment of COBRA
premiums.
5. Taxes. de Xxxxx shall be responsible for the payment of all tax or
other liabilities which de Xxxxx incurs due to the receipt of the shares, and de
Xxxxx expressly agrees to indemnify and hold the Company harmless from any and
all tax liabilities which may be imposed upon the Company at any time by any
governmental agency, whether federal, state, or provincial, as a result of this
Agreement.
6. Release. In consideration for the issuance of the shares, de Xxxxx does
hereby release and forever discharge the Company, including its officers,
directors, employees, attorneys and agents, of and from any and all claims,
demands, losses, obligations, liabilities, compensatory damages, punitive
damages, statutory damages, attorneys' fees, costs, expenses, rights of action
and causes of action of any kind or character whatsoever, whether known or
unknown, arising prior to the execution of this Agreement. de Xxxxx understands
and hereby acknowledges that he may hereafter discover facts and legal theories
in addition to or different from those of which he now believes to be true.
However, de Xxxxx understands and hereby agrees that his release shall remain
effective in all respects notwithstanding those additional or different facts
and legal theories or the discovery of those additional or different facts or
legal theories.
7. Notices. All notices required or permitted to be given under this
Agreement shall be in writing and shall be delivered by courier, mailed (postage
prepaid) addressed as follows, or sent via email to the email address shown
below:
In case of notice to the Company:
Xxxxxxxx Xxxxxxx
CEL-SCI Corporation
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Email address: xxxxxxxx@xxx-xxx.xxx
In case of notice to de Xxxxx:
Maximilian de Xxxxx
Xxxxxxxxxxx 00
0000 Xxxxxxx,
Xxxxxxxx, Xxxxxxxxxxx
The address of either party hereto may be changed by written notice to the
other party hereto given in the manner hereinabove described. All such notices
shall be deemed to have been given when delivered, mailed or sent as aforesaid.
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8. Governing Law/Arbitration. This Agreement will construed in accordance
with the laws of Colorado, without giving effect to conflict of law principles.
Any dispute or claim in any way involving this Agreement will be settled through
binding arbitration pursuant to the Commercial Rules of the American Arbitration
Association in Washington, D.C.
9. Miscellaneous Provisions. This Agreement contains the entire Agreement
and understanding between the parties hereto, and supersedes all prior
agreements or understandings between the parties. No representations were made
or relied upon by either party, other than those that are expressly set forth.
The section headings throughout this Agreement are for convenience and reference
only, and shall in no way be deemed to define, limit, or add to the meaning of
any provision of this Agreement. This Agreement and any provision hereof, may
not be waived, changed, modified, or discharged orally, but only by an agreement
in writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought. Except as otherwise expressly provided
herein, no waiver of any covenant, condition, or provision of this Agreement
shall be deemed to have been made unless expressly in writing and signed by the
party against whom such waiver is charged; and (i) the failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants, or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future of
any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach. This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives, successors and
assigns of each of the parties to this Agreement. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement which shall
continue in full force and effect except for any such invalid or unenforceable
provision. Neither party shall assign this Agreement without the prior express
written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the day and year first above written.
CEL-SCI CORPORATION
By: /s/ Xxxxx Xxxxx, MD.
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Dr. Xxxxx Xxxxx, Chairman of the
Compensation Committee
/s/ Maximilian de Xxxxx
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Maximilian de Xxxxx
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