January 28, 1997
Howard R. Soule, Ph.D.
1548 Eldon Lane
Encinitas, California 92024
Dear Howard:
This letter sets forth the terms and conditions of our agreement (the
"Agreement") regarding the termination of your employment with Corvas
International, Inc. (the "Company"). This Agreement is made and entered into as
of the last day either party executes this Agreement. You and the Company
hereby agree as follows:
1. The Company accepts your resignation as Vice-President of Product
Development of the Company as of December 31, 1996 (the "Separation Date").
2. The Company agrees that it will pay you all accrued salary, and all accrued
and unused vacation benefits earned through the Separation Date, if any, subject
to standard payroll deductions, withholding taxes and other obligations. You
are entitled to this payment regardless of whether or not you sign this
Agreement.
3. Although the Company has no policy of procedure for providing severance
benefits, in exchange for the promises and covenants set forth herein, and in
consideration thereof, the Company agrees to make severance payments to you in
the form of continuation of your base salary in effect on the Separation Date
from January 1, 1997 through June 30, 1997. These payments will be made on the
Company's ordinary payroll dates, and will be subject to standard payroll
deductions and withholdings.
4. To the extent permitted by the federal COBRA law and by the Company's
current group health and disability insurance policies, you will be eligible to
continue your health insurance benefits. You will be provided with a separate
notice of your COBRA rights. In the event that you elect continued coverage
under COBRA, the Company, as part of this Agreement and in consideration
thereof, will pay your COBRA premiums up until the earlier of either (i) June
30, 1997 or, (ii) the date in which you begin full-time employment with another
company or business entity.
Howard R. Soule, Ph.D.
January 28, 1997
Page 2
5. In exchange for the promises and covenants set forth herein, the Company
agrees that the vesting of each outstanding stock option held by you as set
forth on Exhibit A attached hereto (the "Stock Options") shall be accelerated
such that, as of the Separation Date, the number of shares vested under the
Stock Options shall equal the number of shares that would have vested through
June 30, 1997 had you remained an employee of the Company continuously through
that date; provided that in any event, should you choose to exercise your Stock
Options, you must do so within 30 days of the Separation Date. Your Stock
Options will terminate 30 days after the Separation Date if not exercised.
6. In exchange for the promises and covenants set forth herein, the parties
agree that you shall serve as an outside consultant for the period of January 1,
1997 through June 30, 1997 or until you begin full-time employment with another
company or business entity, whichever occurs first (the "Consulting Period").
During the Consulting Period, you shall be required to provide services for up
to twenty hours per month at the request of the Company, at reasonable times and
upon reasonable notice. You shall receive no other compensation for your
services other than what has been provided for in this Agreement.
7. You hereby acknowledge and agree that except as expressly provided herein,
you will not receive (nor are you entitled to) any additional compensation,
severance, benefits, shares of stock or stock options, notwithstanding any prior
agreement to the contrary, after the Separation Date.
8. You agree that, within ten (10) days of the Separation Date, you will
submit your final documented expense reimbursement statement reflecting all
business expenses you incurred through the Separation Date, if any, for which
you seek reimbursement. The Company will reimburse you for these expenses
pursuant to its regular business practice. You further agree that you will not
be entitled to any expense reimbursements after the Separation Date unless such
expenses are approved in writing by an officer of the Company.
9. You agree that for one year after the Separation Date, you will not, either
directly or through others, solicit or attempt to solicit any employee,
consultant, or independent contractor of the Company to terminate his or her
relationship with the Company in order to become an employee, consultant or
independent contractor to or for any other person or entity.
Howard R. Soule, Ph.D.
January 28, 1997
Page 3
10. Upon the conclusion of the Consulting Period, you agree to return to the
Company all Company documents (and all copies thereof) and other Company
property in your possession or your control, including, but not limited to,
Company files, notes, samples, sales notebooks, drawings, specifications,
calculations, sequences, data, computer-recorded information, tangible property,
including, but not limited to, computers, credit cards, entry cards, keys and
any other materials of any nature pertaining to your work with the Company, and
any documents or data of any description (or any reproduction of any documents
or data) containing or pertaining to any proprietary or confidential material of
the Company.
11. Both during and after your employment you acknowledge your continuing
obligations under your Proprietary Information and Inventions Agreement not to
use or disclose any confidential or proprietary information of the Company
without prior written authorization from a duly authorized representative of the
Company. A copy of your Proprietary Information and Inventions Agreement is
attached hereto as Exhibit B.
12. You and the Company agree that neither party will at any time disparage the
other party, and the other party's officers, directors, employees, shareholders
and agents, in any manner likely to be harmful to them or their business,
business reputation or personal reputation; provided that each party shall
respond accurately and fully to any questions, inquiry or request for
information when required by legal process.
13. The provisions of this Agreement shall be held in strictest confidence by
you and the Company and shall not be publicized or disclosed in any manner
whatsoever; provided, however, that: (a) you may disclose this Agreement, in
confidence, to your immediate family; (b) the parties may disclose this
Agreement in confidence to their respective attorneys, accountants, auditors,
tax preparers, and financial advisors; (c) the Company may disclose this
Agreement as necessary to fulfill standard or legally required corporate
reporting or disclosure requirements; and (d) the parties may disclose this
Agreement insofar as such disclosure may be necessary to enforce its terms or as
otherwise required by law.
14. In exchange for the promises and covenants set forth herein, you hereby
release, acquit, and forever discharge the Company, its parents and
subsidiaries, and their officers, directors, agents, servants, employees,
attorneys, shareholders, partners, successors, assigns, affiliates, customers,
and clients of and from any and all claims liabilities, demands, causes of
action, costs, expenses, attorneys'
Howard R. Soule, Ph.D.
January 28, 1997
Page 4
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of or in any way related to agreements, acts or
conduct at any time prior to the Separation Date, including, but not limited to:
all such claims and demands directly or indirectly arising out of or in any way
connected with the Company's employment of you, the termination of that
employment, and the Company's performance of its obligations as your former
employer; claims or demands related to salary, bonuses, commissions, stock,
stock options, or any other ownership interests in the Company, vacation pay,
fringe benefits, expense reimbursements, severance pay, or any form of
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the California Fair Employment and Housing
Act, the federal Civil Rights Act of 1964, as amended; the federal Age
Discrimination in Employment Act of 1967, as amended; the federal Americans With
Disabilities Act; tort law; contract law; wrongful discharge; discrimination;
harassment; fraud; defamation; emotional distress; and breach of the implied
covenant of good faith and fair dealing.
You further acknowledge that you are knowingly and voluntarily waiving and
releasing any rights you may have under the Age Discrimination in Employment Act
of 1967 ("ADEA"). You also acknowledge that the consideration given for the
waiver and release in the preceding paragraphs hereof is in addition to anything
of value to which you were already entitled. If you are more than forty (40)
years of age or older when this release is signed, you hereby provide the
further acknowledgment that you are advised by this writing, as required by the
Older Workers Benefit Protection Act, that: (a) your waiver and release do not
apply to any rights or claims that may arise after the Effective Date of this
release; (b) you have the right to consult with an attorney prior to executing
this release (although you may voluntarily choose not to do so); (c) you may
have at least twenty-one (21) days to consider this Agreement (although you may
by your own choice execute this release earlier); (d) you have seven (7) days
following the execution of this release to revoke this release; and (e) this
Agreement shall not be effective until the date upon which the revocation period
has expired, therefore making the effective date the eighth day after this
release is signed by you (the "Effective Date").
15. In giving this release, which includes claims which may be unknown to you
at present, you hereby acknowledge that you have read and understand Section
1542 of the Civil Code of the State of California which reads as follows:
Howard R. Soule, Ph.D.
January 28, 1997
Page 5
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 with the
debtor.
You hereby expressly waive and relinquish all rights and benefits under this
section and any law or legal principle of similar effect in any jurisdiction
with respect to claims released hereby.
16. In the event of any litigation arising out of or relating to this
Agreement, its breach or enforcement, including an action for declaratory
relief, the prevailing party in such action or proceeding shall be entitled to
receive his or its damages, court costs, and all out-of-pocket expenses,
including attorneys fees. Such recovery shall include court costs, out-of-
pocket expenses, and attorneys fees on appeal, if any.
17. The parties hereto hereby acknowledge that this is a compromise settlement
of various matters, and that the promised payments in consideration of this
Agreement shall not be construed to be an admission of any liability or
obligation by either party to the other party or to any other person whomsoever.
18. This Agreement, including Exhibit A and B, constitutes the complete, final
and exclusive embodiment of the entire Agreement between you and the Company
with regard to the subject matter hereof. It is entered into without reliance
on any promise or representation, written or oral, other than those expressly
contained herein. It may not be modified except in a writing signed by you and
a duly authorized officer of the Company. Each party has carefully read this
Agreement, has been afforded the opportunity to be advised of its meaning and
consequences by his or its respective attorneys, and signed the same of his or
its free will.
19. This Agreement shall bind the heirs, personal representatives, successors,
assigns, executors, and administrators of each party, and inure to the benefit
of each party, its agents, directors, officers, employees, servants, heirs,
successors and assigns.
20. This Agreement shall be deemed to have been entered into and shall be
construed and enforced in accordance with the laws of the State of California as
applied to contracts made and to be performed entirely within California.
Howard R. Soule, Ph.D.
January 28, 1997
Page 6
21. If a court of competent jurisdiction determines that any term or provision
of this Agreement is invalid or unenforceable, in whole or in part, then the
remaining terms and provisions hereof shall be unimpaired. Such court will have
the authority to modify or replace the invalid or unenforceable term or
provision with a valid and enforceable term or provision that most accurately
represents the parties' intention with respect to the invalid or unenforceable
term or provision.
22. This Agreement may be executed in two counterparts, each of which shall be
deemed an original, all of which together shall constitute one and the same
instrument.
Please confirm your assent to the foregoing terms and conditions of our
Agreement by signing and returning to me the two copies of this letter which are
enclosed herewith. Upon my receipt thereof, I will forward to you a fully
executed duplicate original hereof.
Sincerely,
CORVAS INTERNATIONAL, INC.
/s/ RANDALL E. WOODS
- --------------------
Randall E. Woods
Chief Executive Officer
HAVING READ AND REVIEWED THE FOREGOING, I HEREBY AGREE TO AND ACCEPT THE TERMS
AND CONDITIONS AS STATED ABOVE.
Dated: 1/31/97 /s/ HOWARD R. SOULE, PH.D.
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Howard R. Soule, Ph.D.