July 20, 2005
Exhibit
10.1
July
20,
2005
Xx.
Xxxxxx X. Xxxxxxxxx
Dear
Xxxxx,
This
letter memorializes our discussions regarding your voluntary retirement from
AtheroGenics, Inc. (the "Company") and the transition services that you have
agreed to provide in order to ensure a smooth transition. AtheroGenics is
entering into this Transition Agreement (“Agreement”), in part, in recognition
of the valuable services you have provided to the Company over the last several
years.
Because
this is an important Agreement, I want you to feel comfortable about this
Agreement before you sign it. Therefore, the following ground rules will apply
to the execution of this Agreement:
| · |
You
should review it carefully and, if you agree to it, sign in the space
where your agreement is indicated.
|
| · |
You
have up to 21 days to decide whether or not to sign this Agreement.
During
this time, you should feel free, if you believe that it is appropriate
and
necessary, to have this Agreement reviewed by a financial advisor
or
attorney of your choice at your expense prior to signing this
document.
|
| · |
After
signing this Agreement you have seven working days to revoke your
agreement to the terms of this document. Any revocation should be
in
writing and delivered to AtheroGenics, Inc. 0000 Xxxxxxxx Xxxx.,
Xxxxxxxxxx, XX 00000, Attn: Xxxxxxx X. Xxxxxxx, M.D., Ph.D., by the
close
of business at the end of the seventh business day after signing
this
document.
|
| · |
This
Agreement will not become effective until the seven-day revocation
period
has passed.
|
| 1. |
I
have read the instructions above.
|
| 2. |
I
agree that my last day of employment with AtheroGenics, Inc. will
be
August 1, 2005.
|
| 3. |
I
agree that in order to help ensure a smooth transition after my
retirement, I will remain available to consult with the Company in
person
or by telephone for up to 40 hours per month for the three months
ended
October 31, 2005. Such services will be provided at a time and place
that
is mutually convenient for me and the Company. If I am required to
travel,
then all reasonable expenses will be paid by the Company.
|
| 4. |
For
the next three months (November 1, 2005 to January 31, 2006), I will
remain available to consult with the Company in person or by telephone
for
up to 20 hours per month. Such services will be provided at a time
and
place that is mutually convenient for me and the Company. If I am
required
to travel, then all reasonable expenses will be paid by the Company.
|
During
the period from August 1, 2005 to October 31, 2005, the Company will pay me
six
semi-monthly payments of $11,830 each (for a total of $70,980), less normal
payroll tax and other customary deductions.
| 5. |
The
Company will continue my health insurance until I reach the age of
65 by
paying the company’s share of COBRA premiums until such
date.
|
| 6. |
The
Company will pay to me a pro rata share of my target incentive
compensation for 2005, which will total
$46,374.
|
| 7. |
I
will receive vesting of my outstanding options through October 31,
2005,
as if I had remained employed by the Company through that
date.
|
| 8. |
In
consideration of the payment to me of the sums described in Sections
5, 6
and 7 of this Agreement and other good and valuable consideration,
I
hereby irrevocably and unconditionally release, acquit and forever
discharge the Company and each of its shareholders, successors,
predecessors, assigns, agents, directors, officers, employees,
representatives, and attorneys, and all persons acting by, through,
under
or in concert with any of them (collectively, the "Releasees"), from
any
and all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts, and expenses of any nature
whatsoever, known or unknown, suspected or unsuspected, including,
but not
limited to, any claims for notice, pay in lieu of notice, wrongful
dismissal, severance pay, bonus, overtime pay, incentive compensation,
interest, vacation pay, any rights arising out of alleged violations
or
breaches of any contracts, express or implied, or any tort, or any
legal
restrictions on the Company’s right to terminate employees, or any
federal, state or other governmental statute, regulation or ordinance,
including, without limitation: (i) Title VII of the Civil Rights
Act of
1964, as amended by Civil Rights Act of 1991, (race, color, religion,
sex,
and national origin discrimination); (ii) 42 U.S.C. § 1981
(discrimination); (iii) Age Discrimination in Employment Act (age
discrimination); (iv) the Americans with Disabilities Act (disability
discrimination); (v) 29 U.S.C. § 206(D)(1)(equal pay); (vi) intentional or
negligent infliction of emotional distress or "outrage"; and (vii)
defamation; (collectively the "Claims"), which I may now have, own
or
hold, or claim to have, own or hold, or which I may at any time heretofore
have had, owned or held, or claimed to have had, owned or held, against
any one of more of the Releasees at any time up to and including
the date
of this Agreement.
|
| 9. |
I
understand that various federal, state, and local laws prohibit age,
sex,
national origin, race, and other forms of employment discrimination,
and
that these laws are enforced through the U.S. Equal Employment Opportunity
Commission, and similar state and local agencies. If I believed that
my
treatment by the Company had violated any of these anti-discrimination
laws, I understand that I could consult with these agencies and file
a
charge with them. I am not aware of any such
violations.
|
2
| 10. |
I
agree to keep the terms of this Agreement strictly private and
confidential and I will not disclose any of the terms of this Agreement
to
other persons, except for legal or other advisors, unless required
by
law.
|
| 11. |
As
of the date of this Agreement, I am not aware of any occurrence at
the
Company that would constitute a violation of the Company’s internal
policies or of any federal, state or local law, except as set forth
below:
|
| 12. |
The
provisions of this Agreement set forth the entire agreement between
me and
the Company concerning my retirement and employment except for any
noncompete or non-solicitation clauses contained in my employment
agreement which will survive. Any other promises, written or oral,
are
replaced by the provisions of this Agreement, and are no longer effective
unless they are contained in this
document.
|
| 13. |
I
hereby expressly waive the provisions of California Civil Code section
1542, which provides as follows:
|
“A
general release does not extend to claims which the creditor does not know
or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement the
debtor.”
Please
review this document and, if you agree, please sign it and return it to me
so
that we will have an agreement.
Very
truly
yours,
/s/XXXXXXX
X.
XXXXXXX
Xxxxxxx
X.
Xxxxxxx, M.D., Ph.D.
President
& Chief Executive Officer
I
agree
to the terms of this Transition Agreement:
/s/XXXXXX
X. XXXXXXXXX Date:
7/20/05
Xx.
Xxxxxx X. Xxxxxxxxx
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