SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE
EXECUTION
AND
MUTUAL GENERAL RELEASE
SEPARATION
AGREEMENT AND MUTUAL GENERAL RELEASE (“Agreement”), effective as of April 3,
2007 (the “Effective Date”), by and between Osteologix, Inc. (hereinafter
referred to as “Company”) and Xxxxxxx Xxxxxxxxx (“Employee”) (collectively, “the
Parties” and, each, a “Party”).
1. Resignation
of Employment and Membership on Board of Directors.
The
Parties acknowledge and agree that Employee resigned his employment as President
and Chief Executive Officer of the Company effective April 3, 2007 (the
“Termination Date”), effecting Employee’s termination as an employee of the
Company and its affiliates. The Parties hereby waive all notice of termination
periods set forth in, and all further service requirements under, the Service
Agreement effective October 18, 2004 between Employee and Nordic Bone A/S (the
“Service Agreement”). Employee represents and acknowledges that Employee has
received payment for (i) any and all outstanding wages due through the
Termination Date, (ii) business expenses incurred per existing Company policies
(subject to business expenses reflected in credit card statements not yet
received by Employee as to which Employee will have a right to receive future
reimbursement per past practice), and (iii) all accrued but unused vacation
as
of the Termination Date and that Employee is not owed any further payment as
a
result of Employee’s employment by Company. Employee shall continue to serve as
a member of the Company’s Board of Directors until the Company’s 2007 Annual
Meeting of Stockholders (unless prevented to do so by death or removal), but
Employee will not run for re-election as a member of the Company’s Board of
Directors.
2. Severance
and Other Enhanced Benefits in Exchange for Signing Agreement.
In
consideration for executing this Agreement and in exchange for the promises,
covenants, releases and waivers set forth herein, the Company will provide
Employee with the payments and benefits set forth in this paragraph 2
(collectively, “Severance Benefits”), provided that, if Employee fails to
execute and return this Agreement in accordance with the terms of paragraph
3
below, or if Employee revokes this Agreement pursuant to the terms of paragraph
3 below, Employee shall immediately return and/or repay to the Company all
Severance Benefits, if any, that he had previously received and Employee shall
not be entitled to any further Severance Benefits hereunder. Employee
acknowledges that the Severance Benefits are in lieu of any severance and other
payments and benefits Employee would otherwise be entitled to under the Service
Agreement.
x. Xxxxxxxxx
Payments.
The
Company shall pay Employee, less deductions and withholdings required by law,
the total gross sum of $420,000, which shall be paid by the Company in 3 equal
monthly installments of $35,000 on the 25th
day of
each month commencing April 25, 2007 (Employee acknowledges having received
the
first such $35,000 payment on or before April 25, 2007), followed by a lump
sum
payment of $315,000 payable on July 3, 2007 (subject to applicable withholding)
(each, a “Severance Payment” and, collectively, the “Severance Payments”). The
Severance Payments shall be made on the dates on which they are due, at the
election of the Company by check mailed to the Employee or via direct deposit
into Employee's designated bank account consistent with past practices pursuant
to instructions previously provided by Employee.
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
b. Continuation
of Benefits.
If
Employee elects to continue Employee’s existing health insurance coverage under
COBRA (see paragraph 3
below),
the
Company will reimburse Employee the full monthly premium cost for such coverage
for himself and his eligible dependents and family members for a period of
12
months
commencing on the Termination Date. Additionally, the Company shall provide
continuation, at the Company’s expense, of the other benefits received by
Employee and his family immediately preceding Employee’s resignation of his
employment with the Company (including, without limitation, life and disability
insurance, payments of medical and dental expenses not covered by insurance
per
past practice, and automobile benefits) for a period of 12 months commencing
on
the Termination Date (the “Benefit Period”). To the extent that during the
Benefit Period payment is due with respect to any of the insurance policies
relating to insurance coverage after the Benefit Period, the Company shall
not
be responsible for making any such payments, but will permit Employee to make
such payments if he determines to do so in his discretion in order to continue
such insurance coverage.
c. Stock
Options.
58,333
of the 350,000 Incentive Stock Options granted to Employee under the Company’s
Equity Incentive Plan (the “Plan”) and the Equity Incentive Plan Stock Option
Agreement dated October 5, 2006 between Employee and the Company (the “Option
Agreement”) shall be vested as of the Termination Date. Such 58,333 Incentive
Stock Options shall be comprised of the following: (i) the 43,749 Incentive
Stock Options that would have vested on April 30, 2007, (ii) the 7,292 Incentive
Stock Options would have vested on May 31, 2007 and (iii) the 7,292 Incentive
Stock Options that would have vested on June 30, 2007. The vested Incentive
Stock Options shall be exercisable in accordance with the terms set forth in
the
Option Agreement; provided however, that the exercise period for such vested
Incentive Stock Options shall be extended through October 3, 2007. To the extent
that the terms of this paragraph conflict with those of the Option Agreement,
the terms of this paragraph shall govern; otherwise, the Incentive Stock Options
shall continue to be governed by, and subject to, the terms of the Option
Agreement and the Plan.
d. Warrants.
429,657
of the Warrants held by Employee pursuant to the Common Stock Purchase Warrant
issued on May 24, 2006 (the “Warrant”) shall be vested as of the Termination
Date. This amount shall be comprised of (i) the 8,690 Warrants that vested
on
May 24, 2005, plus
(ii) the
420,967 additional Warrants that would have vested as of June 30, 2007 had
Employee remained employed by the Company through that date. The vested Warrants
shall be exercisable in accordance with the terms set forth in the Warrant
as
would be applicable to an involuntary termination under a Good Leaver Scenario
(as defined in the Warrant). To the extent that the terms of this paragraph
conflict with those of the Warrant, the terms of this paragraph shall govern;
otherwise, the vested Warrants shall continue to be governed by, and subject
to,
the terms of the Warrant.
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
2
3. COBRA
Rights.
Under a
separate cover, the Company will inform Employee of Employee’s rights to convert
and continue existing health insurance coverage, if any, under COBRA following
the termination of Employee’s employment.
4. No
Other Payments.
Employee represents, warrants and acknowledges that the Company owes him no
wages, overtime pay, commissions, bonuses, sick pay, personal leave pay,
severance pay, vacation pay, business expenses or other compensation or benefits
or payments or form of remuneration of any kind or nature, other than that
specifically provided for or referred to in this Agreement.
5. General
Release From Employee to the Company.
For and
in consideration of good and valuable consideration, including without
limitation the Severance Benefits:
a. Employee,
on Employee’s own behalf, and on the behalf of Employee’s descendants,
dependants (only for any and all claims derived through or assigned by
Employee), heirs, executors, administrators, assigns and successors, hereby
generally releases the Company, its parent, subsidiary and affiliated
organizations, and their successors and assigns, and any individual employed
by
or affiliated with such organizations and each of their officers, directors,
employees, representatives, agents and attorneys in their capacities as such
(collectively, the “Company Entities”) from any and all rights, actions, suits,
claims or demands of all kinds and descriptions (collectively, “claims”) that
Employee ever had, now has or hereafter can, shall or may have against the
Company Entities by reason of or arising out of any act, matters or omissions
of
the Company Entities on or before the date of Employee’s execution of this
Agreement, including, but not limited to, all claims regarding Employee’s
employment with the Company, any events that may have occurred during the course
of Employee’s employment or the termination of Employee’s employment, or any
other matters or claims of any kind or nature. This includes, without
limitation, a release of any claims for unpaid wages, holiday pay, overtime
or
other compensation, breach of contract, wrongful discharge, disability benefits,
life, health and medical insurance, sick leave, or any other fringe benefit,
employment discrimination, unlawful harassment, retaliation, emotional distress,
violations of public policy, defamation, wrongful termination and severance
pay.
Employee is also specifically releasing any rights or claims Employee may have,
if any, under the Family and Medical Leave Act, the Worker Adjustment Retraining
and Notification Act, the Age Discrimination in Employment Act (“ADEA”) (which
prohibits discrimination in employment based on age), Older Workers Benefit
Protection Act of 1990 (“OWBPA”) (which also prohibits discrimination in
employment based on age), Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Civil Rights Act of 1866, the Rehabilitation Act, the
Labor Management Relations Act, the Equal Pay Act, the Americans with
Disabilities Act, the Fair Labor Standards Act, the Employment Retirement Income
Security Act, the Xxxxxxxx-Xxxxx Act of 2002, the California Fair Employment
and
Housing Act, the California Family Rights Act, the California Constitution,
the
California Labor Code, all the above statutes as amended from time to time
and
any other federal, state or local laws, rules, ordinances or regulations,
whether equal employment laws, rules or regulations or otherwise
or any
right under any Company pension, welfare, or stock plans. Notwithstanding the
foregoing, Employee does not waive or release any rights to benefits currently
vested or vested pursuant to the terms of this Agreement under the Plan, the
Option Agreement or the Warrant, which rights or benefits shall continued to
be
governed by the Plan, the Option Agreement, the Warrant or other applicable
plan
documents, except as modified herein. Further, notwithstanding the foregoing,
nothing contained herein shall be construed to alter, limit, or release (i)
any
claim to indemnification and/or contribution Employee may have pursuant to
applicable law or pursuant to the Company’s governance instruments for acts
committed during the term of employment or service as a director; (ii) coverage,
if any, under any Company liability insurance policy; or (iii) any rights,
payments or benefits expressly provided or referred to herein.
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
3
b. It
is a
condition hereof, and it is Employee’s intention in the execution of the General
Release in subparagraph 5.a
above,
that
the same shall be effective as a bar to each and every claim hereinabove
specified, and in furtherance of this intention, Employee hereby expressly
waives any and all rights and benefits conferred upon Employee by Section 1542
of the California Civil Code, which provides:
A
general release does not extend to claims which the creditor does not know
or
suspect to exist in his or her favor at the time of executing the Release,
which
if known by him or her must have materially affected his or her settlement
with
the debtor.
6. General
Release from the Company to Employee.
For and
in consideration of good and valuable consideration, including without
limitation the General Release set forth in paragraph 5
above:
a. The
Company hereby generally releases Employee and his descendants, administrators,
heirs, executors, successors and assigns from any and all claims that the
Company ever had, now has or hereafter can, shall or may have against them
by
reason of or arising out of any act, matters or omissions by Employee on or
before the date of the Company’s execution of this Agreement, including, but not
limited to, all claims regarding Employee’s employment with the Company, any
events that may have occurred during the course of Employee’s employment or the
termination of his employment, or any other matters or claims of any kind or
nature. Notwithstanding the foregoing, this paragraph shall not include a
release or waiver of any claim arising from or relating to any
criminal or fraudulent conduct by Employee during the course of Employee’s
employment.
b. It
is a
condition hereof, and it is the Company’s intention in the execution of the
General Release in paragraph 6.a
above,
that
the same shall be effective as a bar to each and every claim hereinabove
specified, and in furtherance of this intention, the Company hereby expressly
waives any and all rights and benefits conferred upon the Company by Section
1542 of the California Civil Code, which provides:
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
4
A
general release does not extend to claims which the creditor does not know
or
suspect to exist in his or her favor at the time of executing the Release,
which
if known by him or her must have materially affected his or her settlement
with
the debtor.
7. No
Pending Lawsuits and No Assignment of Claims.
The
Parties each respectively represent and warrant that each has not filed any
claim, lawsuit or administrative charge against the other. The Parties further
respectively represent and warrant that each has not heretofore assigned or
transferred, or purported to assign or transfer, to any person, firm,
corporation or entity any claim or other matter herein released. Each Party
hereby agrees to indemnify the other and anyone else herein released and hold
them harmless against any claims, costs or expenses, including, without
limitation, reasonable attorneys’ fees actually paid or incurred, arising out
of, related to or in any manner whatsoever connected with any such transfer
or
assignment or purported transfer or assignment.
8. Attorneys’
Fees.
In the
event that any Party commences a legal proceeding to remedy any breach of this
Agreement by any other Party, each Party hereto shall be responsible for its
own
costs and attorneys’ fees incurred in connection with such legal proceeding and
the underlying dispute, in addition to any other legal and/or equitable relief
to which the prevailing Party may be entitled. In such circumstances, however,
all obligations under this Agreement, including, without limitation, the
releases in paragraphs 5
and
6,
shall
remain in full force and effect. Notwithstanding the foregoing, while Employee
may challenge the validity of the ADEA or OWBPA waiver herein, in the event
Employee unsuccessfully does so, Employee may be held liable for the attorneys'
fees and costs of the Company or any other Company Entity to the same extent
that successful defendants are allowed attorneys' fees under the ADEA and/or
OWBPA.
9. Non-Disclosure
and Confidentiality.
Employee agrees that, except as required by law, Employee will not at any time,
whether directly or indirectly, use or divulge, disclose or communicate to
any
person, firm or corporation any confidential, secret and/or proprietary
information respecting the Company's business and its transactions, products
and
relationships with its customers or others (“Confidential Information”), whether
heretofore or hereafter obtained by Employee while in the employ of the Company.
For purposes of this Agreement, Confidential Information shall include all
information and data not generally known outside the Company including, but
not
limited to, the terms of transactions engaged in by the Company or its members,
research and development, product information, financial data, business plans,
human resources information, trade secrets and business information to which
Employee had access in the course of Employee’s employment with the Company, and
to which Employee would not otherwise have had access had Employee not been
so
employed, excluding only information relating to the general methodology and
mechanics employed by Employee in the performance of Employee’s duties at the
Company. Employee agrees not to take or use, without prior written consent
of
the Company, any memoranda, notes (whether or not prepared by Employee during
the course of Employee’s employment with the Company), lists, schedules, forms
or other documents (including electronically stored documents), papers or
records of any kind, relating to the Company's business or its customers or
any
reproduction, summary or abstract thereof, all of which Employee acknowledges
are the exclusive property of the Company; provided, however, that Employee
may
retain any of same that constitutes publicly available information, copies
of
agreements to which Employee is a party and lists of personal contacts of
Employee (including contact information).
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
5
10. Company
Property.
Employee agrees that all books, handbooks, manuals, files, documents (in
electronic and paper form), memoranda, letters, facsimile, software, computers,
PDAs, Blackberries and other materials and equipment of any kind which Employee
has in Employee’s possession furnished by the Company during the course of
Employee’s employment with the Company or received by Employee as a result of
such employment are and remain the property of the Company. Employee further
acknowledges and represents that Employee has returned to the Company all such
materials and equipment; provided, however, that Employee may return such
materials as appropriate for his continued service as a director, which
materials Employee will return promptly after his service as a director ends.
Notwithstanding the foregoing, Employee may retain any of same that constitutes
publicly available information, copies of agreements to which Employee is a
party and lists of personal contacts of Employee (including contact
information). Further, Employee may retain the computer that was furnished
to
him by the Company, provided that he deletes information therefrom consistent
with Section 9, above.
11. Non-Disparagement.
The
Company agrees that its officers and directors shall not make, or cause to
be
made, any disparaging, negative or adverse remarks whatsoever, whether in public
or private, and whether written, oral or otherwise, concerning Employee,
including his performance as an officer, director and/or employee of the
Company. Employee likewise agrees that he will not make, or cause to be made,
any disparaging, negative or adverse remarks whatsoever, whether in public
or
private, and whether written, oral or otherwise, concerning any of the Company
Entities or their respective businesses, products or services. This paragraph
does not apply to factual statements made in connection with legal proceedings,
governmental and regulatory investigations and actions, and internal Company
investigations or any other statement or disclosure required by law. Further,
nothing in this Agreement shall constitute an independent basis for personal
liability against the Company’s officers and directors.
12. Cooperation.
Employee agrees to assist and to cooperate with the Company in connection with
the defense or prosecution of any claim that may be made against or by the
Company, or in connection with any ongoing or future investigation or dispute
or
claim of any kind involving the Company, including any proceeding before any
arbitral, administrative, judicial, legislative, or other body or agency,
including testifying in any proceeding to the extent such claims, investigations
or proceedings relate to services performed or required to be performed by
Employee, pertinent knowledge possessed by Employee, or any act or omission
by
Employee. Employee will also perform all acts and execute and deliver any
documents that may be reasonably necessary to carry out the provisions of this
paragraph. The Company will reimburse Employee for reasonable expenses Employee
incurs in fulfilling Employee’s obligations under this paragraph.
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
6
13. Consulting
Arrangement.
a. Services;
Term; Fees.
In
order to provide a smooth and orderly transition to his successor, Employee
shall provide consulting services to the Company for a period of 3 months from
the Termination Date through and including July 3, 2007 (the “Consulting
Period”). Employee acknowledges and agrees that he is furnishing such consulting
services to the Company in further consideration for the Severance Benefits
and
that he is not entitled to, and shall not receive, any additional consideration
for such consulting services. During the Consulting Period, Employee (i) will
not be required to come to the office, (ii) will only participate in transition
assistance (not to exceed 80 hours per month) as mutually and reasonably agreed
between Employee and the new Chief Executive Officer of the Company (until
appointment of the new Chief Executive Officer, as mutually agreed between
Employee and the Chief Financial Officer of the Company), (iii) will not be
required to travel more than ten days per month, (iv) will be reimbursed for
reasonable and necessary out-of-pocket expenses incurred in connection with
his
consulting services to the Company and (v) may pursue other business
opportunities provided that they do not conflict with the Employee’s consulting
and other obligations hereunder.
b. Independent
Contractor.
Employee’s relationship with the Company during the Consulting Period shall be
that of an independent contractor, and nothing in this Agreement shall
constitute Employee as an employee, joint venturer, or partner of the Company.
Employee shall have no authority to bind the Company in any respect. During
the
Consulting Period, Employee shall not be an employee of the Company and, except
as otherwise provided for herein, shall not be entitled to participate in any
Company benefit plans, including but not limited to any retirement, pension,
profit sharing, group insurance, health insurance, salary, bonus, incentive
compensation, or similar programs, policies, or plans that have been or may
be
instituted by the Company for the benefit of its employees. Employee also
acknowledges that, as an independent contractor, he is not entitled to and
will
not receive any overtime compensation from the Company. Employee will not
represent to others that he is an employee of the Company.
c. Employment
of Personnel by Employee.
Employee shall not employ or otherwise hire or contract with personnel to
perform work under this Agreement without the written consent of the
Company.
d. Intellectual
Property.
Employee acknowledges and agrees that all Intellectual Property created, made
or
conceived by Employee (solely or jointly) during the Consulting Period in the
course of providing services to the Company will be owned exclusively by the
Company. Employee hereby assigns to the Company all such Intellectual Property.
Employee agrees (i) that this Agreement shall constitute an assignment to the
Company of his residual rights (including, but not limited to, copyright,
trademark, trade dress, trade secret, design and patent rights), if any, in
all
such Intellectual Property, and (ii) to assist the Company, and to take all
reasonable steps, with securing patents, registering copyrights and trademarks,
and obtaining any other forms of protection for the Intellectual Property in
the
United States and elsewhere. As used in this Agreement, “Intellectual Property”
shall mean and include literary works, product designs, artwork, graphic
designs, web site designs, audio-visual works, trademarks, business ideas and
methods, and any other inventions or works of creative authorship.
Notwithstanding the foregoing, the Company and Employee acknowledge that any
provision in this Agreement requiring Employee to assign his rights to any
Intellectual Property while performing consulting services to the Company as
an
independent contractor does not apply to (i) an invention which was developed
by
the Employee prior to the start of Employee’s rendering of such services with
the Company; and (ii) an invention which otherwise qualifies under the
provisions of Section 2870 of the California Labor Code, to the extent
applicable to Employee as an independent contractor. A copy of Section 2870
of
the Labor Code is attached hereto as Exhibit “1.”
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
7
14. Legal
Process.
If
Employee is served with legal process or other request purporting to require
Employee to testify and/or produce documents at a legal proceeding involving
any
of the Company Entities, Employee shall, to the extent legally permissible
(i)
refuse to provide testimony or documents absent a subpoena, court order or
similar process from a regulatory agency; (ii) promptly notify the Company
of
such legal process or other request; and (iii) promptly deliver to the Company
a
copy of all legal papers and documents served upon Employee and - prior to
producing such documents - any and all documents that are responsive to such
legal process or request.
15. Confidentiality
of this Agreement.
The
terms of this Agreement, including the specific amount paid hereunder, are
and
shall be kept confidential and shall not hereafter be disclosed by Employee
or
the Company to any other person or entity, including, without limitation, any
current, former or future employees of the Company Entities, except (i) as
may
be required by law; (ii) as may be required by any taxing authority; (iii)
to
Employee’s counsel, accountants, or financial advisors; (iv) as may be required
in the performance or enforcement of this Agreement, (v) to Employee’s immediate
family members, and (vi) to a prospective employer of Employee provided that
the
specific amount paid hereunder will be redacted therefrom, provided in the
cases
of (iii) and (v) Employee makes the person to whom disclosure is made aware
of
the confidentiality provisions of this Agreement and such person to whom
disclosure is to be made agrees to keep the terms and conditions of this
Agreement fully confidential.
16. Entire
Agreement.
With
the exception of (i) the terms of the Plan, the Option Agreement and the Warrant
that survive this Agreement pursuant to paragraphs 2.c
and
2.d
above
and (ii)
the terms of the following sections of the Service Agreement are intended to
survive the termination of Employee’s employment with the Company: paragraphs 4
(Confidentiality), 5 (Inventions/copyrights) and 10 (Non-competition clause),
which terms are hereby reaffirmed by Employee and incorporated herein in full
by
this reference (but which shall continue to be governed by Danish law), this
Agreement sets forth the entire agreement between Employee and Company and
fully
supersedes any and all prior agreements or understanding between them pertaining
to the subject matter of this Agreement, including without limitation the
Preliminary Binding Agreement dated April 3, 2007. This Agreement may not be
altered, modified, amended or changed, in whole or in part, except in writing
executed by Employee and Company.
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
8
17. Headings.
The
paragraph headings in this Agreement are for convenience of reference only
and
shall not be deemed to alter or affect the meaning or interpretation of any
provision hereof.
18. Construction.
The
Parties agree that the general rule pertaining to construction of contracts
that
ambiguities are to be construed against the drafter shall not apply to this
Agreement.
19. Severability
and Blue Penciling.
If any
provision of this Agreement is held to be invalid, the remaining provisions
shall remain in full force and effect. However, the invalidity of any such
provision shall have no effect upon, and shall not impair the enforceability
of
the release language set forth in paragraphs 5
and
6
above.
If any court determines that any covenant in this Agreement, including, without
limitation, any restrictive covenant or any part thereof, is unenforceable
because it is overly broad, then such provision or part thereof shall be
modified by reducing the overly broad portion of the provision to the maximum
point where it is enforceable and, in its modified form, such provision shall
be
enforced.
20. Choice
of Law and Arbitration.
Except
as otherwise provided herein, this Agreement shall be governed by the laws
of
the State of California, without regard to its conflict-of-law principles.
Employee and the Company agree that except for any claims for injunctive relief
or specific performance, any claim arising between the Company and Employee
relating to Employee’s employment or the termination of that employment
(including without limitation claims under Title VII of the Civil Rights Act,
the Fair Employment & Housing Act and the Americans with Disabilities Act),
this Agreement or the breach thereof shall be settled exclusively by arbitration
in San Francisco, California, in accordance with the then current rules of
the
Judicial Arbitration and Mediation Service (“JAMS”), as well as the rules of
California Civil Code of Procedure Section 1280, et
seq.
(including without limitation Section 1283.05 and its mandatory and permissive
rights to discovery). Each Party hereto shall be responsible for its own costs
incurred in connection with the arbitration, except that, if required by
applicable law, the Company shall pay for costs which are unique to the
arbitration. The fact of the arbitration, and any decision and findings of
the
arbitrator, shall be held confidential by both Parties (except to the extent
necessary to enforce the terms thereof) and both Parties agree to execute all
documents necessary to maintain such confidentiality.
21. No
Admission.
Nothing
contained in this Agreement, nor the fact that the Parties sign this Agreement,
shall be considered as an admission of any type by either Party.
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
9
22. Period
for Review and Right to Revoke.
Company
and Employee acknowledge and agree that, (i) to accept this Agreement, Employee
must execute and deliver a copy of this Agreement to Loeb & Loeb LLP, 000
Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: Xxxxxxxx X. Xxxxxxxx, Esq., facsimile
number: (000) 000-0000 on or before 5:00 p.m. (PST) on June 20, 2007; (ii)
Employee has had 21 days from the receipt of this Agreement in which to consider
its terms (including, without limitation, Employee’s release and waiver of any
and all claims under the ADEA) before executing it, (iii) changes to the terms
of this Agreement, whether material or immaterial, will not restart this 21-day
period, (iv) Employee will have seven (7) days after Employee’s execution of
this Agreement in which to revoke Employee’s acceptance of this Agreement, in
which event a written notice of such revocation must be received on or before
5:00 p.m. (PST) on the seventh (7th)
day,
and (v) this Agreement will not become effective and enforceable until the
seven
(7) day revocation period has expired without revocation of the Agreement by
Employee.
23. Voluntary
and Knowing Execution of Agreement.
Employee acknowledges that (i) Employee has been advised by Company to consult
an attorney regarding any potential claims as well as the terms and conditions
of this Agreement before executing it, (ii) Employee fully understands the
terms
of this Agreement including, without limitation, the significance and
consequences of the General Release in paragraph 5
above,
(iii)
Employee is executing this Agreement in exchange for consideration in addition
to anything of value to which he/she is already entitled, and (iv) Employee
is
fully satisfied with the terms of this Agreement and is executing this Agreement
voluntarily, knowingly and willingly and without duress.
IN
WITNESS HEREOF, the Parties hereto have executed this Agreement effective April
3, 2007.
|
OSTEOLOGIX,
INC.
(Company)
|
||
|
By: /s/
Xxxxxxx X. Xxxx
Xxxxxxx
X. Xxxx
Chief
Financial Officer
|
/s/
Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
|
|
|
Dated:
June
15, 2007
|
Dated:
June
15, 2007
|
Separation
Agreement and Mutual General
Release,
effective as of April 3, 2007, between
Osteologix,
Inc. and Xxxxxxx Xxxxxxxxx
10
