Exhibit 10.31
NPS PHARMACEUTICALS, INC.
SEPARATION AND RELEASE OF CLAIMS AGREEMENT
This Separation and Release of Claims Agreement ("Agreement") documents the agreement between you, Val Antczak,and NPS Pharmaceuticals, Inc., its subsidiaries and affiliates ("NPS") concerning the termination of your status as an employee of NPS effective December 7, 2007.
RECITALS
- You have been employed by NPS. Your employment is being terminated as part of the NPS March 2007 workforce reduction. Your last day of employment is December 7, 2007.
- You and NPS desire to resolve any and all disputes that may exist relating to your employment with NPS and the termination of that employment relationship.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties mutually agree as follows:
- Effective Date. This Agreement is effective on the eighth (8th) day following your signing this Agreement, provided that you do not revoke your execution of this Agreement as provided in Paragraph 16 below.
- Severance Benefits. In reliance on the releases and agreements set forth in this Agreement, NPS will provide to you the following severance benefits upon the expiration of the revocation period described in Paragraph 16 below and the unrevoked signing of this Agreement by you.
- You will receive 78 weeks of standard severance in the gross amount of $411,642 (Four hundred eleven thousand six hundred forty two dollars) from which normal payroll withholdings will be made.
- You will receive the benefits to which you are entitled from the 2006 Executive Team Retention Plan benefit (14,413 RSUs with the restriction lifted), available to you 30 days after your termination. Before this stock can be accelerated and available to you in your E*Trade account, taxes must be paid to NPS. Mr. Jeff Brodsky will contact you with the amount of taxes owing, based on the closing price of the NPS Common Stock on the 30th day following your termination date.
- NPS will pay for your COBRA coverage through the end of the month in which your standard severance ends. Thereafter, you may continue COBRA coverage by paying the entire premium for the remaining period of your COBRA eligibility.
- You have been given a letter describing your 401K Plan, Section 125 Cafeteria Plan, Personal Time Off ("PTO"), and, if applicable, Stock Purchase Plan benefits. This letter also explains the effect of the termination of your employment on the group life insurance
policy on your life and your short-term and long term disability insurance. You will receive the benefits described in this subparagraph (d) regardless of whether you sign this Agreement.
- As of the close of business on your termination date all vesting of your stock options will cease, and you will have ninety (90) days to exercise any vested stock options, and all unvested options will immediately expire. Vested options not exercised prior to their expiration date will be forfeited.
- Additionally, you may be entitled to receive benefits under the Executive Team 2007 Restructuring Incentive Target Program, if the Board of Directors determines that the goals under that Program have been achieved pursuant to the terms of that Program.
- Consideration Period. You acknowledge that you have been given forty-five (45)days from receipt of this Agreement, which includes NPS's ADEA Section 7(f)(1)(H) Disclosure Statement attached as Exhibit A, in which to consider and consult with an attorney regarding this Agreement. You acknowledge that you have had an adequate amount of time in which to consult with any person of your choice about this Agreement prior to signing it.
- Waiver of Consideration Period. You may waive the 45-day consideration period by executing the Waiver of 45-Day Period Under Separation and Release of Claims Agreement, which is attached as Exhibit B.
- Release by Employee. As a material inducement to NPS to enter into this Agreement and in consideration for the payment of the amount set forth in this Agreement, you, for yourself and for all persons claiming by, through, or under you, hereby absolutely, irrevocably, completely and unconditionally release and discharge NPS and each of NPS's subsidiaries, affiliates, successors, assigns, agents, directors, officers, employees, representatives, attorneys and all persons acting by, through, under or in concert with any of them ("Releasees") of and from any and all claims, demands, charges, grievances, damages, debts, liabilities, accounts, costs, attorney's fees, expenses, liens, future rights, and causes of action of every kind and nature whatsoever based on or in any way arising out of events or omissions occurring prior to the effective date of this Agreement ("Claims"). The Claims from which you are releasing Releasees herein include, without limitation, breach of implied or express contract, breach of implied covenant of good faith and fair dealing, libel, slander, wrongful discharge or termination, infliction of emotional distress, discrimination and any other claims under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans With Disabilities Act, the Utah Antidiscrimination Act, the New Jersey Law Against Discrimination, the Worker Adjustment and Retraining Notification Act (WARN Act), the Employee Retirement Income Security Act (ERISA), and all other laws prohibiting age, race, religion, sex, sexual orientation, national origin, color, disability and other forms of discrimination, claims growing out of any legal restrictions on NPS's right to terminate its employees, and all other claims arising in any way out of your employment relationship with NPS or the termination of that relationship, whether now known or unknown, suspected or unsuspected, including future rights, based upon or in any way arising out of events or omissions occurring prior to the effective date of this Agreement. You specifically waive any and all claims for back pay, front pay, or any other form of compensation, except as set forth herein.
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You hereby waive any right to recover damages, costs, attorneys' fees, and any other relief in any proceeding or action brought against NPS by any other party, including without limitation the Equal Employment Opportunity Commission, the Utah Antidiscrimination and Labor Division, the New Jersey Division of Civil Rights, or other administrative agency asserting any claim, charge, demand, grievance, or cause of action related to your employment relationship with NPS or the termination of that relationship.
You are not waiving your rights, if any, to unemployment insurance benefits or workers' compensation benefits. You further do not waive any rights you may have under the terms of NPS's pension or other NPS employee benefit plans. You also do not waive any claims or rights under the Age Discrimination in Employment Act which may arise from events occurring after the date of this Agreement.
- Representations Regarding Claims. You represent that you have not previously assigned or transferred, or attempted to assign or transfer, to any third party, any of the Claims waived and released herein. You represent that you have not filed any claim, complaint, charge or lawsuit against NPS or any other Releasee with any governmental agency or any state or federal court, and agree not to file any lawsuit at any time hereafter concerning your employment relationship with NPS or the termination of that relationship.
- Additional Consideration. You acknowledge that the severance benefits provided to you pursuant to this Agreement are in addition to any sums or payments to which you would be entitled without signing this Agreement.
- Confidential Information and Company Property. You are reminded of the terms of the Non-Disclosure and Non-Competition Agreement which you signed as part of the terms of your employment with NPS and which continues in effect after the termination of your employment. Under that agreement, you are required to protect and not disclose any information regarding NPS's proprietary intellectual property, its financial condition, terms of its business relations, and all other Confidential Information as defined in that agreement. Anything you produced as an employee for NPS is the property of NPS. You are obligated to leave with or return to NPS any such documents whether tangible property or in electronic form belonging to NPS including, but not limited to, documents or tangible property which may contain or reflect confidential information or trade secrets of NPS. Such confidential information and trade secrets may include scientific data, proprietary ideas, financial information, knowledge of specific business dealings or practices, employee information obtained while performing your duties, or other matters which NPS attempts to maintain as confidential in the course of its business. By signing this Agreement, you certify that you have returned all property of NPS.
- Legal Fees. NPS will be entitled to recover from you all reasonable legal fees and costs incurred in the event that you file a lawsuit against NPS or any Releasee concerning any of the Claims released herein or otherwise breach this Agreement.
- Entire Agreement. This Agreement contains the entire agreement and understanding of NPS and you concerning the subject matter hereof and this Agreement replaces all prior agreements, whether written or oral. You acknowledge that NPS has not made any representations whatsoever not contained in this Agreement to induce you to execute this Agreement and you are not relying on any such representations in signing this Agreement.
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- Governing Law. This Agreement will be construed, enforced and governed in all respects by the laws of the State of Utah and applicable federal law. Any legal action regarding this Agreement may be initiated or maintained only in a state or federal court in Utah.
- Provisions Severable. The provisions of this Agreement are severable. Should any provision of this Agreement be void, voidable, or unenforceable under any applicable law, such provision will not affect or invalidate any other provision of this Agreement.
- Employee Acknowledgement. You acknowledge that you have read this Agreement carefully and fully understand this Agreement. You acknowledge that you have executed this Agreement voluntarily and that you are knowingly and voluntarily releasing and waiving all Claims you may have against NPS. You acknowledge that NPS has advised you to consult with an attorney of your choice prior to signing this Agreement.
- Non-Disparagement. You will not disparage or criticize, orally, in writing, by e-mail, on the Internet, or through any other medium, NPS, its directors, officers, executives, management, employees, or operations to any third person or entity.
- Confidentiality. You agree that you and your agents and representatives will keep this Agreement, including its terms, strictly confidential, and you promise that you will not disclose, either directly or indirectly, any information concerning this Agreement to anyone, except that:
- You may disclose this Agreement to your spouse or domestic partner and your legal, financial and tax advisors as may be necessary for the rendition of professional services, each of whom must agree to be bound by the terms of this confidentiality provision; and
- You may disclose this Agreement to the extent required by law, or in an action to enforce this Agreement or arising from the breach of alleged breach of this Agreement.
- Revocation Period. You have seven (7) days from the date on which you sign this Agreement to revoke this Agreement by providing written notice (by fax, mail, or hand delivery) of your revocation to:
Jeff Brodsky
Director, Human Resources
NPS Pharmaceuticals, Inc.
550 Hills Drive, 3rd Floor
Bedminster, New Jersey 07921
Fax: 908-450-5351
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Your revocation, to be effective, must be received by the above-named person by the end of the seventh day after you sign this Agreement. This Agreement becomes effective on the eighth day after you sign this Agreement, providing that you have not revoked this Agreement as provided above.
_____________________________________
Val Antczak Date: __________________________ | | NPS Pharmaceuticals, Inc. By: _____________________________________
Andrew Rackear
Its: SVP, Legal Affairs & General Counsel Date: _______________________ |
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EXHIBIT A
ADEA SECTION 7(f)(1)(H) DISCLOSURE STATEMENT
In connection with NPS Pharmaceuticals, Inc.'s ("Company") March 2007 workforce reduction program, you are being provided with information regarding (i) any class, unit or group of individuals covered by the program, and any time limits applicable to the program and (ii) the job title and ages of all individuals selected for the program. Selected employees are employees of Company. Only employees who are being terminated in the Company's March 2007 workforce reduction are selected for the program. Employees who have been selected for termination are being offered consideration for signing a Separation and Release of Claims Agreement, a copy of which is being provided to you with this Disclosure Statement. In order to be entitled to severance pay under the program, you must sign and return the Separation and Release of Claims Agreement to Jeff Brodsky, Director, Human Resources, within forty-five (45) days after you receive it. Once the signed Separation and Release of Claims Agreement is returned, you will have seven (7) days within which to revoke it.
Attached is a listing of the job titles, selection factors, and ages of employees who were and were not selected for termination and the offer of consideration for signing a Separation and Release of Claims Agreement.
Location | Title | Age | DepartmentName | Type | Selection Factor |
NJ | Drug Safety Systems Coord (P) | 52 | 025 - Clnicl Drg Sfty/Phrm | Leaver | Job Eliminated |
NJ | Sr. Contracts/Outsourcing Mgr. | 53 | 045 - Contracts & Outsourcing | Leaver | # of posts reduced/emp. ranked lower |
NJ | Director, Market Research | 55 | 071 - Market Research | Leaver | Job Eliminated |
NJ | Assoc. Director, Sys. Valid. | 47 | 082 - Computer Resources | Leaver | Job Eliminated |
NJ | Admin. Associate IV (P) | 38 | 074 - Product Management | Leaver | Job Eliminated |
NJ | System Architect, Sales & Mark | 32 | 082 - Computer Resources | Leaver | Job Eliminated |
NJ | Contracts and Outsourcing Spec | 49 | 045 - Contracts & Outsourcing | Leaver | Job Eliminated |
NJ | Manager, Financial Planning | 34 | 080 - Accounting & Finance | Leaver | Job Eliminated |
NJ | Receptionist II (P) | 30 | 084 - Physical Facilities | Leaver | Job Eliminated |
NJ | Project Management Coordinator | 28 | 020 - Project Management | Leaver | Job Eliminated |
NJ | Assoc. Director, Prof. Ed. | 51 | 039 - Medical Communications | Leaver | Job Eliminated |
NJ | Clinical Project Assistant | 43 | 030 - Clinical Operations | Leaver | Job Eliminated |
NJ | Sr. Market Research Analyst | 29 | 071 - Market Research | Leaver | Job Eliminated |
NJ | Manager, Regulatory Operations | 60 | 053 - Regulatory Operations | Leaver | Job Eliminated |
NJ | Sr. Clinical Research Sci. I | 38 | 030 - Clinical Operations | Leaver | Job Eliminated |
NJ | VP, Medical Affairs | 44 | 035 - Medical Affairs | Leaver | Job Eliminated |
NJ | Assoc. Director, Data Mgmt. | 32 | 031 - Statistics Data Mgmt | Leaver | Job Eliminated |
NJ | Assoc. Director, Statistics | 39 | 031 - Statistics Data Mgmt | Leaver | Job Eliminated |
NJ | Sr. Human Resources Generalist | 32 | 070 - Human Resources | Leaver | Job Eliminated |
NJ | Document/QC Specialist | 47 | 027 - Medical Writing | Leaver | Job Eliminated |
NJ | Director, Regulatory Affairs | 52 | 032 - Regulatory Affairs | Leaver | Job Eliminated |
NJ | Director, Info. Sys. Architect | 50 | 082 - Computer Resources | Leaver | Job Eliminated |
NJ | Coordinator, Prof. Ed. | 37 | 035 - Medical Affairs | Leaver | Job Eliminated |
NJ | Director, Data Management | 45 | 031 - Statistics Data Mgmt | Leaver | Job Eliminated |
NJ | Biometrics Specialist | 32 | 031 - Statistics Data Mgmt | Leaver | Job Eliminated |
NJ | Reg Operations Specialist | 27 | 053 - Regulatory Operations | Leaver | Job Eliminated |
NJ | Assoc. Director, Stats. Prog. | 41 | 031 - Statistics Data Mgmt | Leaver | Job Eliminated |
NJ | Supervisor, Office Services | 46 | 084 - Physical Facilities | Leaver | Job Eliminated |
NJ | Manager, Medical Writing | 37 | 027 - Medical Writing | Leaver | Job Eliminated |
NJ | Director, Biostatistics | 53 | 031 - Statistics Data Mgmt | Leaver | Job Eliminated |
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NJ | Assoc. Director, Data Mgmt. | 45 | 031 - Statistics Data Mgmt | Leaver | Job Eliminated |
NJ | VP, Information Technology | 46 | 082 - Computer Resources | Leaver | Job Eliminated |
NJ | Assoc. Dir, Drug Safety & PVG | 36 | 025 - Clnicl Drg Sfty/Phrm | Leaver | Job Eliminated |
NJ | VP, Clinical Development | 47 | 033 - Clinical Research | Leaver | Job Eliminated |
NJ | Manager, GCP | 30 | 036 - Quality Assurance | Leaver | Job Eliminated |
NJ | Sr. Director, Drug Saf. & PVG | 47 | 025 - Clnicl Drg Sfty/Phrm | Leaver | Job Eliminated |
NJ | Assoc. Director, Program Mgmt. | 42 | 020 - Project Management | Leaver | Job Eliminated |
NJ | Medical Director, GI | 45 | 033 - Clinical Research | Leaver | Job Eliminated |
NJ | Sr. Manager, Regulatory Ops | 47 | 053 - Regulatory Operations | Leaver | Job Eliminated |
NJ | Helpdesk Technician (P) | 36 | 082 - Computer Resources | Leaver | Job Eliminated |
NJ | Clinical Research Scientist II | 49 | 030 - Clinical Operations | Leaver | Job Eliminated |
NJ | Director, Fin, Plan and Analay | 39 | 080 - Accounting & Finance | Stay | |
NJ | Director, Human Resources | 34 | 070 - Human Resources | Stay | |
NJ | Director, Regulatory Liaison | 44 | 032 - Regulatory Affairs | Stay | |
NJ | Executive Assistant (P) | 47 | 032 - Regulatory Affairs | Stay | |
NJ | Executive Assistant | 39 | 029 - Med and Commercial Adm | Stay | |
NJ | Sr. Contracts/Outsourcing Mgr. | 32 | 045 - Contracts & Outsourcing | Stay | |
NJ | Business Development Spec. | 50 | 061 - Corporate Development | Stay | |
NJ | Director, Contracts and Outsou | 52 | 045 - Contracts & Outsourcing | Stay | |
NJ | Assoc. Director, Resource Mgmt | 34 | 030 - Clinical Operations | Stay | |
NJ | Sr. Director Regulatory Ops | 47 | 053 - Regulatory Operations | Stay | |
NJ | Sr. Director, Medical Affairs | 58 | 035 - Medical Affairs | Stay | |
NJ | Executive Assistant (CEO) | 53 | 090 - CEO | Stay | |
NJ | VP, Commericial Operations | 50 | 074 - Product Management | Stay | |
NJ | Executive Assistant | 52 | 060 - Business Development | Stay | |
NJ | Director, Clinical Operations | 51 | 030 - Clinical Operations | Stay | |
NJ | VP, Alliance Management | 49 | 061 - Corporate Development | Stay | |
SL | Director, Corporate Strategy | 35 | 060 - Business Development | Leaver | Job Eliminated |
SL | Research Associate II | 31 | 007 - Screening | Leaver | Job Eliminated |
SL | Research Associate I | 28 | 013 - Tissue Culture | Leaver | Job Eliminated |
SL | Research Associate III | 41 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Scientist I | 31 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Research Associate II | 25 | 013 - Tissue Culture | Leaver | Job Eliminated |
SL | Research Info. Spec. II (S) | 45 | 083 - Library | Leaver | Job Eliminated |
SL | Scientist III | 47 | 001 - SLC Biology | Leaver | Job Eliminated |
SL | Paralegal, Intellectual Prop. | 39 | 052 - Patents | Leaver | Job Eliminated |
SL | Scientist III | 47 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Research Associate II | 27 | 013 - Tissue Culture | Leaver | Job Eliminated |
SL | Research Associate III | 51 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Research Associate II | 29 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Facility Manager | 59 | 084 - Physical Facilities | Leaver | Job Eliminated |
SL | Discovery Research Analyst | 35 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Research Associate II | 32 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Manager, In Vivo Core Group | 52 | 001 - SLC Biology | Leaver | Job Eliminated |
SL | Manager, Animal Facilities | 48 | 001 - SLC Biology | Leaver | Job Eliminated |
SL | VP, Corp. Law & Assoc. GC | 46 | 050 - Legal | Leaver | Job Eliminated |
SL | Manager, Res Inf Services (S) | 37 | 083 - Library | Leaver | Job Eliminated |
SL | Admin. Associate IV (S) | 38 | 050 - Legal | Leaver | Job Eliminated |
SL | Intellectual Property Counsel | 32 | 052 - Patents | Leaver | Job Eliminated |
SL | Records Specialist | 51 | 030 - Clinical Operations | Leaver | Job Eliminated |
SL | Scientist V | 56 | 001 - SLC Biology | Leaver | Job Eliminated |
SL | Receptionist (S) | 37 | 084 - Physical Facilities | Leaver | Job Eliminated |
SL | Scientist I | 48 | 001 - SLC Biology | Leaver | Job Eliminated |
SL | Corporate Safety Manager | 40 | 084 - Physical Facilities | Leaver | Job Eliminated |
SL | Network Systems Administrator | 57 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Helpdesk Technician | 23 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | IT Support Specialist (S) | 33 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Investor Relations Specialist | 54 | 062 - Investor Relations | Leaver | Job Eliminated |
SL | HR Associate | 35 | 070 - Human Resources | Leaver | Job Eliminated |
SL | Laboratory Glass Washer (Lab) | 50 | 084 - Physical Facilities | Leaver | Job Eliminated |
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SL | Research Associate IV | 33 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Research Associate IV | 31 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Scientist III | 44 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Executive Assistant | 41 | 010 - Research Administration | Leaver | Job Eliminated |
SL | Hardware Support Technician | 32 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Scientist IV | 45 | 001 - SLC Biology | Leaver | Job Eliminated |
SL | Research Associate IV | 36 | 007 - Screening | Leaver | Job Eliminated |
SL | Sr. Manager, Tissue Culture | 44 | 013 - Tissue Culture | Leaver | Job Eliminated |
SL | Research Associate I | 23 | 007 - Screening | Leaver | Job Eliminated |
SL | Scientist II | 51 | 003 - TOR Chemistry | Leaver | Job Eliminated |
SL | Sr. Director, Corp. Strategy | 36 | 060 - Business Development | Leaver | Job Eliminated |
SL | Admin. Associate III (S) | 26 | 084 - Physical Facilities | Leaver | Job Eliminated |
SL | Sr. Systems Administrator | 38 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Systems Analyst (S) | 35 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Sr. Systems Architect | 39 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Admin. Associate IV (S) | 36 | 080 - Accounting & Finance | Leaver | Job Eliminated |
SL | Payroll Specialist | 35 | 080 - Accounting & Finance | Leaver | Job Eliminated |
SL | Accounts Payable Specialist | 60 | 080 - Accounting & Finance | Leaver | Job Eliminated |
SL | Manager, Accounts Payable | 36 | 080 - Accounting & Finance | Leaver | Job Eliminated |
SL | Sr. Accountant, Comp/Fin. Anl. | 37 | 080 - Accounting & Finance | Leaver | Job Eliminated |
SL | Scientist I | 35 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Human Resources Generalist II | 28 | 070 - Human Resources | Leaver | Job Eliminated |
SL | Assistant Controller | 42 | 080 - Accounting & Finance | Leaver | Job Eliminated |
SL | Paralegal, Corp. & Securities | 40 | 050 - Legal | Leaver | Job Eliminated |
SL | Corporate Counsel | 31 | 050 - Legal | Leaver | Job Eliminated |
SL | Chief Patent Counsel | 44 | 052 - Patents | Leaver | Job Eliminated |
SL | Admin. Associate III (S) | 26 | 052 - Patents | Leaver | Job Eliminated |
SL | Sr. Facilities Technician | 36 | 084 - Physical Facilities | Leaver | Job Eliminated |
SL | Sr. Director, Admin. Services | 46 | 084 - Physical Facilities | Leaver | Job Eliminated |
SL | Sr. Network and Sec. Arch II | 37 | 082 - Computer Resources | Leaver | Job Eliminated |
SL | Corporate Controller | 39 | 080 - Accounting & Finance | Leaver | Job Eliminated |
SL | Document Management Specialist | 27 | 026 - Preclinical Safety | Leaver | Job Eliminated |
SL | Records Management Specialist | 45 | 030 - Clinical Operations | Leaver | Job Eliminated |
SL | Sr. Director, Safety Assess. | 51 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Sr. Director, Pre-Clinical SA | 47 | 026 - Preclinical Safety | Leaver | Job Eliminated |
SL | Sr. Clinical Pharmacokineticis | 33 | 028 - Drug Metabolism (DMPK) | Leaver | Job Eliminated |
SL | Scientist V | 48 | 001 - SLC Biology | Stay | |
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EXHIBIT B
WAIVER OF 45-DAY PERIOD UNDER SEPARATION and release of claims AGREEMENT
This Waiver of 45-Day Period Under Separation and Release of Claims Agreement ("Waiver") is executed by Val Antczak on this _____ date of _______, 2007.
RECITALS
1. You have received the Separation and Release of Claims Agreement ("Agreement") with NPS Pharmaceuticals, Inc. ("NPS" or "the Company"), which will be effective December 7, 2007.
2. Your status as an employee of the Company will be terminated as part of the NPS March 2007 workforce reduction. You last day of employment is December 7, 2007
3. Under the Agreement, you will receive certain severance benefits which you would not otherwise be entitled to receive from NPS.
4. In consideration of receipt of such severance benefits, you will release all of your claims against the Company in connection with your employment relationship with NPS and the termination of that relationship pursuant to Paragraph 5 of the Agreement, including any claims under the Age Discrimination in Employment Act and the Older Workers' Benefit Protection Act.
5. Pursuant to Paragraph 3 of the Agreement, you have been given forty-five (45) days from receipt of the Agreement in which to consider and consult with an attorney regarding the Agreement.
6. You desire to waive this forty-five (45) day period.
WAIVER
Based on the foregoing Recitals, and on the mutual covenants contained herein, you agree as follows:
1.Effective Date of Waiver. This Waiver is effective on the date that it is executed by you.
2.Revocation Period. You may revoke this Waiver within seven (7) days of execution of this Waiver. This Waiver shall become effective on the eighth (8TH) day following your signing of the Waiver.
3.Exercise of Right of Revocation. To revoke this Waiver, you must provide written notice (by fax, mail, or hand delivery) of your revocation to:
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Jeff Brodsky
Director, Human Resources
NPS Pharmaceuticals, Inc.
550 Hills Drive, 3rd Floor
Bedminster, New Jersey 07921
Fax: 908-450-5351
Your revocation, to be effective, must be received by Jeff Brodsky by the end of the seventh (7th) day after you sign this Waiver.
________________________________
Name: Val Antczak Date: ___________________________ |
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