IMMUCELL CORPORATION AND SUBSIDIARY
Exhibit 10.25
Separation Agreement between the Registrant and Thomas C. Hatch dated December
29, 1998.
SEPARATION AGREEMENT
This Separation Agreement is made this 29{th} day of December, 1998 by and
between Thomas C. Hatch, 90 Roaring Brook Road, Portland, ME 04103 ("Employee")
and ImmuCell Corporation, 56 Evergreen Drive, Portland, ME 04103 ("the
Company").
Employment. The parties have agreed that the employment of Employee as
President, CEO, and a Director of the Company was terminated by a resignation
effective December 16, 1998.
Compensation. As consideration for entering into this Separation Agreement,
the Company shall pay or provide to the Employee the following Severance
Benefits:
(a) the Company shall pay to the Employee seven months of his regular base
salary,
(b) the Company shall pay to the Employee certain incentive compensation,
(both subject to applicable employment and income taxes and authorized
deductions; payment of the salary compensation will be made in a lump sum of
$70,658.00, and payment of the incentive compensation will be made in a lump
sum of $7,268.00, both after the date that the revocation period expires after
Employee executes this Separation Agreement),
(c) the Company shall continue the Employee's health, life, and disability
insurance through July 31, 1999 at a cost of $633.50 ($90.50 per month) to be
paid by the Employee by a deduction from the lump sum payments specified above
(the balance of the cost to be paid by the Company); effective August 1, 1999,
the Employee may continue his health insurance coverages at his own expense
under COBRA,
(d) the Employee shall surrender his 25,200 Incentive Stock Options not
vested or "in the money" and the Employee shall keep his 15,800 Incentive
Stock Options which are vested and "in the money," PROVIDED THAT said stock
options shall expire if not properly exercised on or before March 16, 1999,
(e) the Company agrees that the Employee's non-qualified stock option
agreement with respect to 150,000 non-qualified stock options expires on June
16, 2000, PROVIDED THAT the Employee shall pay the Company for any withholding
taxes due from or payable by the Company by reason of the exercise by the
Employee of said non-qualified stock options before the Company shall issue to
the Employee any common stock certificates underlying or related to said non-
qualified stock options,
(f) the Employee may make a "cashless exercise" of stock options for
Company common stock, PROVIDED THAT (1) the Employee has held the common
stock being surrendered to exercise the stock options for at least six months
prior to the exercise of the stock options, (2) such exercise results in no
charge to the Company's earnings (as determined by the Company), and (3) such
exercise is in compliance with all securities laws and regulations, and
(g) the Employee may keep the business books purchased by the Company in
his possession as of December 16, 1998, provided that the Employee shall
provide reasonable access to said books by any Company manager or employee
upon request.
Acknowledgments. The Employee hereby acknowledges that before the Employee
signed this Separation Agreement, the Employee was advised in writing (1) to
consult with an attorney prior to executing this Separation Agreement, and (2)
that the Employee had a period of 21 days within which to consider this
Separation Agreement. Employee further acknowledges that the Employee signs
this Separation Agreement freely, knowingly, and voluntarily, and that the
Employee has not been threatened or coerced into signing this Separation
Agreement. Employee further acknowledges that to the extent the Employee
signs this Separation Agreement less than 21 days after it was furnished to
the Employee, the Employee does so for the Employee's own personal reasons and
with an understanding that the Employee could have taken the full 21 days to
consider this Separation Agreement.
Waiver and Release. The Employee hereby agrees that the Employee was not
already entitled to receive several of the Severance Benefits set forth in the
Compensation paragraph above, and in exchange for said new consideration the
Employee, for the Employee and the Employee's heirs and assigns, hereby
WAIVES, RELEASES and FOREVER DISCHARGES any and all claims the Employee may
have against the Company and its owners, directors, officers, employees,
agents, successors, affiliates, and assigns, arising out of the Employee's
employment, or the termination of said employment, with the Company,
including, but not limited to, the waiver and release of (a) any claim for
unpaid compensation, unpaid vacation pay (except for $1,556.00 in accrued
vacation compensation to be paid to the Employee on December 31, 1998), or
unpaid bonus, (b) any claim for age discrimination or right arising under the
Federal Age Discrimination in Employment Act of 1967, (c) any claim for age,
sex, disability, racial or other employment discrimination arising under any
State or Federal law, (d) any tort claim, (e) any claim for wrongful discharge
or breach of contract, and (f) any claim or right arising out of the
Employee's 11/8/91 Employment Agreement, the Amendment To Employment
Agreement, the 7/21/89 Employment Agreement, and, except as specifically
provided herein, the Company's various stock option plans. Employee does not
hereby release any right or claim that may arise after the date the Employee
executes this Separation Agreement. Employee does not hereby release any
rights or benefits Employee has accrued under any retirement plan.
Covenant Not To Sue. The Employee agrees that the Employee will not
commence any legal action or lawsuit in a court, or otherwise assert any legal
claim in a court, in violation of the Waiver and Release stated above or on
any claim released above. The Employee agrees that if the Employee violates
this Covenant Not To Sue or this Agreement, (1) the Employee will forfeit any
severance pay or other compensation not already paid to Employee, and (2) the
Employee shall be liable for and will pay all costs and expenses, including
reasonable attorney's fees, that the Company or any other person may incur in
defending against, or otherwise responding to, the Employee's legal claim or
action. Nothing in this paragraph shall limit or prevent the Employee from
suing to enforce this Agreement.
Non-Competition and Confidentiality Agreement. The Employee has been and
continues to be bound by the terms of the Employee's Agreement In Connection
With Employment By ImmuCell Corporation And Its Subsidiaries entered into July
21, 1989 and the Employee's Agreement dated November 8, 1991, which are
incorporated herein by reference, including but not limited to the
Confidentiality and Non-Competition provisions of those agreements, PROVIDED
THAT said Agreements are hereby amended as follows:
(a) the Employee's duties under said Agreements shall extend and continue
to January 16, 2000, and
(b) paragraphs 4 of both said Agreements and Paragraph 6(c) of the 11/8/91
Agreement, which are the Non-Competition provisions, shall restrict the
Employee from competing only in the following areas:
1. the sale, development, or any other business or communications related
to any parts, components, or devices competitive with the Kamar heat mount
detector, including any communications of any nature or sort with Jock Roberts
or any other company making devices or detectors competitive with the Kamar
heat mount detector,
2. diagnostic products for Johnes, BLV, BVD, and neospora,
3. passive immune therapy products for animals,
4. C. difficile related products for humans,
5. any business or product relating to Cryptosporidium or Giardia, and
6. any business or product relating to pink eye vaccines; and
(c) the Company hereby waives the Invention Clauses of the July 21, 1989
Agreement to the extent that said clauses apply to inventions which are not in
or related to the areas specified in paragraph (b) above.
No Liability. Each party hereby agrees that by entering into this
Separation Agreement the other party does not admit to any wrongdoing, breach
of obligation, or liability to the party. Each party hereby expressly denies
any liability to the other.
Enforcement. This Separation Agreement shall be governed by the laws of
the State of Maine. For any violation of this Agreement (including any
incorporated agreement) by the Employee, (1) the Employee will forfeit any
severance pay or other compensation not already paid to Employee, and (2) the
Employee will be liable to the Company for damages, reasonable attorney's fees
and costs, and equitable relief.
Complete Agreement. This Agreement is the complete agreement between the
parties. There are no "side agreements" or other agreements or
"understandings" between the parties not referenced in this Agreement. The
Employee hereby acknowledges that the Employee has not relied on any
representations, promises, "side agreements," course of dealing, or other
agreements of any kind in connection with the decision to enter into this
Agreement. Except as provided in this Agreement, any representation, promise,
or other agreement which has been made by the Company or its officers or
agents to Employee is void and unenforceable.
Revocation. For a period of seven days following the execution of this
Separation Agreement, Employee may revoke this Agreement. This Separation
Agreement shall not become effective or enforceable, and the payments stated
above shall not become payable, until the revocation period has expired. If
this Separation Agreement is not timely revoked, it shall become effective and
enforceable on the eighth day after Employee executes it.
WARNING! READ BEFORE SIGNING. THIS IS A LEGALLY BINDING DOCUMENT WHICH
MAY NOT BE REVOKED AFTER THE EXPIRATION OF THE REVOCATION PERIOD.
ImmuCell Corporation Thomas C. Hatch
By: /s/ Michael F. Brigham /s/ Thomas C. Hatch
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Dated: 12/23/98 Dated: 12/29/98