Agreement and Release
This agreement and release dated as of July 14, 2000, is among Ixion
Biotechnology, Inc., a Delaware corporation ("Ixion") and Xxxxxx X. Xxxxxx, a
resident of Florida ("Xxxxxx").
WHEREAS, Xxxxxx agreed to defer certain of his salary otherwise due him
pursuant to a Deferred Compensation Plan Agreement dated January 1, 1994 (the
"Plan"); and
WHEREAS, pursuant to the Plan, Ixion has maintained an account for an
unsecured, unfunded liability to Xxxxxx, containing his deferred salary and
deferred interest thereon, which account contained a balance at June 30, 2000,
of $479,103.06; and
WHEREAS, pursuant to a certain Stock Purchase Agreement between Ixion
and Qvestor, LLC, a Delaware limited liability company ("Qvestor") dated as of
July 12, 2000 (the "Stock Purchase Agreement"), it is a condition to the closing
that such account and the Plan be terminated by the conversion thereof into
restricted common stock of Ixion at the rate of $4.00 per share;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which consideration is hereby acknowledged,
1. The Plan is terminated effective as of June 30, 2000 upon the
closing of the transactions contemplated by the Stock Purchase Agreement.
2. Contemporaneously with the closing under the Stock Purchase
Agreement, a certificate representing 119,776 shares of Ixion common stock (the
"Shares") will be issued and delivered to Xxxxxx in Florida.
3. The Shares shall vest at the following rate:
Period of Service From Percent of Award
July 14, 2000 Shares Vested
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11 months or less 0%
1 year 50%
Each additional month after 1 year 1/12 of 50%
After total of 2 years 100%
Shares which have not yet vested shall be forfeited if Xxxxxx ceases to have a
work affiliation with Ixion for any reason, with or without cause, including
without limitation, a termination by resignation, removal, death, disability.
4. The certificate will bear the following legend, or a legend to the
following effect:
These shares have not been registered under the Securities Act of
1933, and may not be sold, transferred, pledged, or hypothecated,
except pursuant to registration under such Act or pursuant to an
available exemption from registration under said Act. The
transfer of these shares is further restricted under the terms of
a Shareholders' Agreement dated as of July 14, 2000 between the
holder of this certificate and the Company, a copy of which is on
file at the principal office of the Company. No
transfer will be recognized by the Company until, as the case may
be, counsel to the Company is satisfied there is no violation of
the Securities Act of 1933, the other Shareholders consent to the
transfer, or both. The pledge or other encumbrance or the sale,
assignment, transfer, or other disposition of this certificate
and the shares of stock represented thereby are also subject to
the terms of certain restrictions adopted by resolution of the
Board of Directors of the Company on July 14, 2000. The holder of
this certificate, by the acceptance hereof, assents to and agrees
to be bound by the provisions of such resolution. A copy of such
resolution is on file at the offices of Ixion Biotechnology, Inc.
5. In consideration of the issuance of the Shares, Xxxxxx, on behalf of
himself, his heirs, legal representatives, successors, and assigns, releases and
discharges, jointly and severally, Ixion and Qvestor, their officers, directors,
employees, shareholders, agents, attorneys, representatives, affiliates,
successors, and assigns, from any and all claims or actions of any kind,
character or nature whatsoever, which he had, or now has, or may hereafter have,
known or unknown, suspected or unsuspected, by reason of any matter, fact,
agreement, contract, commitment, or understanding of any conceivable kind and
character whatsoever in existence on or before July 14, 2000, arising out of or
related to the Plan, or the termination thereof and this agreement and release.
6. The releases of the parties hereto do not extend to breaches of this
agreement and release.
7. This agreement and release contains the entire agreement between the
parties and supersedes any prior written or oral agreement. This agreement and
release cannot be altered or amended except in writing, signed by the parties,
shall be construed in accordance with the laws of the State of Florida. If any
provision of this agreement and release shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provision hereof,
but this agreement and release shall, in such event, be construed as if such
invalid or unenforceable provision had never been contained herein.
IN WITNESS WHEREOF, the parties have set their hand and seal as of the
Signed: /S/ Dated: 7/14/00
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Xxxxxx X. Xxxxxx
Ixion Biotechnology, Inc. Dated: 7/14/00
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By: /S/
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Xxxxxxxx X. Xxxxxx
Vice President and Controller
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