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Exhibit 10.3
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement and Release")
is made by and between Xxxx Xxxxxxx, an individual residing at 0 Xxxxxxxxx
Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 ("Woitach") and IGI, Inc., a Delaware
corporation with offices located at Lincoln Avenue & Wheat Road, Buena, New
Jersey 08310-0687 ("IGI").
NOW, THEREFORE, the parties, having decided to terminate their
employment relationship on terms which are mutually acceptable and intending to
be legally bound, do hereby agree as follows:
1. Woitach's employment with IGI is hereby terminated effective
September 1, 2000 ("Termination Date")
2. As of the Termination Date and the execution hereof, Woitach has
received full and final payment for all compensation, earnings and any other
amounts owed or distributable to him by IGI with the exception of: (i) salary
from August 18, 2000 through September 1, 2000, (ii) deferred compensation
accrued from 1999 in the amount of $40,000, (iii) unused vacation pay, and (iv)
expenses incurred and to be submitted for reimbursement in accordance with IGI's
past policies or practice. Such salary, vacation pay and expense reimbursements
shall be paid to Woitach within one (1) week from the Termination Date, and the
deferred compensation amount shall be paid to Woitach within forty-five (45)
days from the Termination Date, less applicable federal, state and local
withholdings.
3. In full and complete consideration for Woitach's execution of this
Agreement and Release, and in addition to the amount being paid to Woitach under
Paragraph 2 above, IGI shall be obligated to pay and/or provide Woitach with the
following:
a. The payment of compensation, at the full base salary rate
in effect under Woitach's employment agreement, from September 1, 2000 through
and including August 31, 2001, to be paid in equal installments (as if such
compensation were paid under Woitach's employment agreement) over such period,
but not less frequently than monthly. The total amount of such payments is Two
Hundred Thousand Dollars ($200,000).
b. Through August 31, 2001, IGI shall provide to Woitach (i)
his auto allowance under this employment agreement, (ii) insurance coverage for
Woitach and his family under IGI's health, dental and life insurance plans on
the same terms and conditions provided to other senior executives of IGI and
further, IGI shall pay promptly all premiums due thereunder on behalf of
Woitach, and (iii) such other benefits as have been provided to Woitach as a
senior executive of IGI.
c. IGI acknowledges that IGI has granted Woitach options to
purchase 300,000 shares of IGI's Common Stock under Stock Option Grants
currently outstanding dated May 11, 1998, January 5, 1999 and December 9, 1999.
200,000 of such options are fully vested at the date hereof, and an additional
50,000 shares of such options will vest between the date
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hereof and December 31, 2001. IGI hereby agrees to extend the period in which
such options vest until and including December 31, 2001. Such options, whether
vested or unvested, shall not be canceled, revoked, terminated or otherwise
impaired or modified in a manner adverse to Woitach between the date hereof and
the date of the expiration thereof, and Woitach may exercise such options until
and including December 31, 2001.
d. IGI represents and warrants that IGI currently maintains
Directors and Officers Liability Insurance policies and coverage with coverage
liability limits of $20 million. IGI further represents and warrants that IGI
shall continue to maintain such policies in force (or replacement or substitute
policies having at least equal coverage under similar terms) for a period of at
least two (2) years from and after the Termination Date, and such policies shall
cover any acts or omissions (to the extent coverage is afforded under such
policies) of Woitach during the period that he was employed by IGI and served as
an officer of IGI. At Woitach's request, IGI shall provide evidence of such
coverage to Woitach. IGI shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify Woitach under said Section from and against
any and all of the expenses, liabilities or other matters referred to in or
covered by said section, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which Woitach may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to Woitach who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of Woitach.
e. IGI agrees to hereby remise, release, and forever discharge
Woitach, his heirs and personal representatives, of and from all, and all manner
of actions, and causes of action, charges, complaints, claims, debts, costs,
losses, expenses, promises, rights, suits, debts, dues, accounts, bonds,
covenants, agreements, judgments, claims and demands whatsoever in law or
equity, known or unknown ("IGI Claims") which IGI, its successors and assigns,
its directors, officers, shareholders, employees, consultants or agents, or any
of IGI's affiliates, subsidiaries, successors and assigns, or any of them,
hereafter can, shall or may have, for, or by reason of any cause, matter or
thing whatsoever, from the beginning of the world to the date of these presents,
whether statutory, at common law, or otherwise.
f. IGI shall pay when due an amount not to exceed $15,000 to a
senior-level executive outplacement services firm to be chosen by Woitach.
x. Xxxxxxx shall be entitled to retain without charge or
offset the cell phone, Toshiba laptop computer, and all operating software and
licenses and related hardware (docking station, computer printer, fax machine)
presently in his possession.
h. IGI will not object to any unemployment compensation claim
filed by Woitach with respect to the termination of employment which is the
subject of this Agreement and Release.
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i. IGI shall maintain Woitach's voice mail mailbox, telephone
answering reception services for his telephone, and forward any emails received
to Woitach's personal email address for a period of six months following the
Termination Date.
4. Woitach, for and in consideration of the undertakings of IGI set
forth in this Agreement and Release and the full performance hereof, and for
other good and valuable consideration, does hereby remise, release and forever
discharge, individually and collectively, IGI, its shareholders, officers,
directors, employees and agents, their respective successors and assigns,
(hereinafter collectively referred to as "Releasees"), such Releasees being
released in their individual and official capacities separate from their
position and association with IGI, of and from any and all manner of actions,
and causes of action, charges, complaints, claims, debts, costs, losses,
expenses, promises, rights, suits, debts, dues, accounts, bonds, covenants,
agreements, judgments, claims and demands whatsoever in law or equity, known or
unknown which Woitach ever had, now has, or which Woitach, his heirs, executors
and administrators, or any of them, hereafter can, shall or may have, for, or by
reason of any cause, matter or thing whatsoever from the beginning of the world
to the date of these presents whether statutory, at common law, or otherwise.
5. It is understood that the releases set forth above do not apply to
the obligations of the parties hereto pursuant to this Agreement and Release.
Furthermore, nothing in this Agreement and Release, including the releases set
forth above, is to be construed as an admission of liability of any kind
whatsoever by either party and neither party is to be considered as the
"prevailing" or "successful" party under any federal, state or local law or
regulation.
6. Neither party will disclose, directly or indirectly, in any manner
whatsoever, the existence or terms of, or circumstances leading to, this
Agreement and Release to any person or entity (other than to the party's
attorneys, financial advisors and Woitach's family members, or disclosure on tax
returns and other similar forms required by law) unless authorized in writing to
do so by the other party or required by law. If such disclosure is required by
court order or in legal proceedings, then the party required to make such
disclosure shall exercise its best efforts to obtain assurance that confidential
treatment will be accorded such information so disclosed. In addition, the party
required to make such disclosure shall immediately give written notice to the
other party, at the address listed above, or at such other address as provided,
of such request for disclosure. Neither IGI nor any of its agents or employees
will speak derogatorily about Woitach. IGI shall instruct and cause its agents,
management personnel, senior management personnel, human resources personnel and
officers to give positive responses about Woitach to requests from prospective
employers, such requests shall be directed to IGI's General Counsel, Xxxxxx
XxXxxxxx, or such other officer of IGI designated by Woitach. Woitach's
resignation will be characterized in any press release or reference as such,
noting that Woitach had been working with IGI on a transition for some time. In
addition, IGI shall, where appropriate note that Woitach had accomplished what
he was brought in to do, and in particular shall make reference to the following
accomplishments: growth in IGI's pet and consumer businesses, cost reduction,
regulatory compliance, capital raising, divestiture, and licensing. Any
reference to Woitach's leaving shall state that it was the right time to find a
successor and turn over the reins as IGI moves on to the next phase of its
business development, and that IGI appreciates Woitach's contribution to the
company. Woitach will not speak derogatorily about IGI to its
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employees, customers, or others. In addition, neither Woitach nor IGI shall
issue any press release nor make any public statement with respect to this
Agreement and Release, Woitach's employment with IGI or Woitach's termination of
employment from IGI, without the prior written consent of the other party.
7. This Agreement and Release has been executed and delivered in the
State of New Jersey, and its validity, interpretation, performance and
enforcement shall be governed by the laws of the State of New Jersey.
8. If any dispute arises under or in connection with this Agreement or
the performance or enforcement thereof, it shall be decided finally by three
arbitrators in an arbitration proceeding conforming to the Rules of the American
Arbitration Association applicable to commercial arbitration. The arbitrators
shall be appointed as follows: one by each party and the third by the said two
arbitrators, or, if they cannot agree, then the third arbitrator shall be
appointed by the American Arbitration Association. The third arbitrator shall be
chairman of the panel and shall be impartial. The arbitration shall take place
within Philadelphia, Pennsylvania. The decision of a majority of the arbitrators
shall be conclusively binding upon the parties, final and nonappealable, and
such decision shall be enforceable as a judgment in any court of competent
jurisdiction. If at any time a party hereto retains one or more attorneys to
enforce any covenant or agreement of any other party hereto, or to defend itself
against any claim by any other party hereto, whether or not suit is filed, the
party who is wholly or partially successful shall be entitled to damages in the
amount of such party's attorney's fees, expenses and costs.
9. Omitted.
10. Woitach represents and acknowledges that he has carefully and
completely read, fully understands, and knowingly, freely and voluntarily
accepts the terms of this Agreement and Release for the purpose of resolving and
forever settling all matters between himself and IGI, including those with
respect to his employment and any other relationship with IGI, and the
termination thereof, after having had ample time and a full opportunity to
confer with an attorney prior to his signing this Agreement and Release if he so
chooses. Woitach is allowed to revoke and cancel this Agreement and Release
within seven (7) days following the date of its execution by him. Any such
revocation must be made in writing, signed by Woitach and received by IGI before
the close of business on the seventh (7th) calendar day following the date upon
which Woitach signs this Agreement and Release. In the event Woitach revokes and
cancels this Agreement and Release as provided for above, this entire Agreement
and Release including, without limitation, IGI's obligation to make payments
hereunder shall have no force and effect. If Woitach does not revoke this
Agreement and Release, as provided above, it shall be effective and enforceable
("Effective Date").
11. The provisions of this Agreement and Release are deemed severable.
The invalidity or unenforceability of any provisions shall not affect or impair
the remaining provisions which shall continue in full force and effect.
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12. IGI has no right to deductions or setoff against any monies,
benefits or other payments due hereunder which monies, benefits or payments must
always continue to be made in a timely manner under all circumstances. No future
employment or compensation from a successor employer will affect or reduce any
amount otherwise payable to Woitach under this Agreement. IGI's obligations
hereunder are independent of and not measured or affected by any other
obligations of IGI to Woitach, or Woitach to IGI.
13. This Agreement and Release constitutes the full and entire
understanding and agreement among the parties with regard to the subject matter
hereof. Any and all previous agreements and understandings between or among the
parties regarding the subject matter hereof, whether written or oral, are
superseded by this Agreement and Release. This Agreement and Release may not be
extended, amended, modified or supplemented without the prior written consent of
the parties hereto.
14. This Agreement and Release and all rights, obligations and powers
granted hereby will bind and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, personal representatives,
successors and assigns. The undersigned representatives of IGI represent and
warrant that they have full power and authority to execute and enter into this
Agreement on behalf of IGI.
15. This Agreement and Release may be executed in two or more
counterparts.
16. Woitach will make himself reasonably available after the
Termination Date to provide IGI with any information regarding any aspect of IGI
of which he has personal knowledge, including, without limitation, the
operations, strategies, management or administration of IGI, with respect to the
period prior to the Termination Date during which he was employed by IGI. To the
extent that Woitach incurs any travel, meals, lodging, telephone or other
reasonable expense or cost in connection with providing any requested assistance
to IGI, IGI will pay in advance or reimburse such expense or cost promptly after
submission of Woitach's reimbursement request therefor.
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IN WITNESS WHEREOF, the parties have executed this Agreement and
Release on the date written below.
WOITACH
__________________________________
Xxxx Xxxxxxx
Date:_____________________________
IGI
By:______________________________
_______________, General Counsel
Date:_____________________________
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