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EXHIBIT 10.1
SEVERANCE AGREEMENT AND RELEASE
This Release and Severance Agreement ("Agreement") is being entered
into by David S. Gordon and Aronex Pharmaceuticals, Inc. in order to further the
mutually desired terms and conditions set forth herein:
For and in consideration for execution of this Agreement, Aronex
Pharmaceuticals, Inc. will pay a total payment of $229,000.
("Severance Payment"), less standard deductions. In addition,
your Aronex Pharmaceuticals, Inc. vested stock options can be
exercised for a period of twenty four (24) months from your
termination date. Except as provided in Paragraph 2 below,
this sum represents the exclusive amount to be paid by Aronex
Pharmaceuticals, Inc., in connection with or arising out of
David S. Gordon's termination of employment with Aronex
Pharmaceuticals, Inc., and no further amounts shall be
required for any items, including, but not limited to,
attorneys' fees.
David S. Gordon on behalf of himself, his heirs, beneficiaries and
personal representatives, hereby releases, acquits and forever
discharges Aronex Pharmaceuticals, Inc., its officers,
employees, former employees, shareholders, directors,
partners, agents and assigns, and all other persons, firms,
partnerships, or corporations in control of, under the
direction of, or in any way presently or formerly associated
with Aronex Pharmaceuticals, Inc., of and from all claims,
charges, complaints, liabilities, obligations, promises,
agreements, contracts, damages, actions, causes of action,
suits, accrued benefits or other liabilities of any kind or
character, whether known or hereafter discovered, arising from
or in any way connected or related with employment with Aronex
Pharmaceuticals, Inc. and termination of employment with
Aronex Pharmaceuticals, Inc., including, but not limited to,
allegations of wrongful termination, breach of contract,
intentional infliction of emotional distress, negligent
infliction of emotional distress, defamation, invasion of
privacy, any action in tort or contract, any violation of any
federal, state, or local law, including, but not limited to,
any violation of Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. Section 2000e et seq., the Equal Pay Act,
29 U.S.C. Section 206; the Employee Retirement Income Security
Act of 1974, the Americans with Disabilities Act, 42 U.S.C.
Section 12101 et seq., the Fair Labor Standards Act, as
amended, 29 U.S.C. Section 201 et seq., the Texas Commission
on Human Rights Act, Texas Labor Code Section 21.001, et seq.,
the Age Discrimination in Employment Act of 1967, as amended
("ADEA"), 29 U.S.C. Section 621 et seq., or any other
employment or civil rights act, and any and all claims for
severance pay or benefits under any compensation or employee
benefit plan, program, policy, contract, agreement or other
arrangement of Aronex Pharmaceuticals, Inc., but excluding any
benefits which David S. Gordon is entitled to receive under
any Aronex Pharmaceuticals, Inc. plan that is a qualified plan
under IRC Section 401(a) or is a group health plan subject to
COBRA, to the extent David S. Gordon properly elects and pays
for such COBRA continuation coverage.
David S. Gordon agrees not to commence any legal proceeding or lawsuit
against Aronex Pharmaceuticals, Inc. arising out of or based
upon employment with Aronex Pharmaceuticals, Inc. or the
termination of employment with Aronex Pharmaceuticals, Inc.
The consideration cited above and the promises contained herein are
made for the purpose of purchasing the peace of Aronex
Pharmaceuticals, Inc. and are not to be construed as an
admission of liability or as evidence or unlawful conduct by
Aronex Pharmaceuticals, Inc., all liability being expressly
denied.
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5. David S. Gordon voluntarily accepts the consideration cited
herein, as sufficient payment for the full, final and complete
release stated herein, and agrees that no other promises or
representations have been made to by Aronex Pharmaceuticals,
Inc. or any other person purporting to act on behalf of Aronex
Pharmaceuticals, Inc., except as expressly stated herein.
6. David S. Gordon understands that this is a full, complete, and
final release of Aronex Pharmaceuticals, Inc. As evidenced by
the signature below, expressly promises and represents to
Aronex Pharmaceuticals, Inc. that he has completely read this
Agreement and understands its terms, contents, conditions, and
effects.
7. David S. Gordon understands that he has the right to consult
an attorney of his choice and has consulted with an attorney
or has knowingly and voluntarily decided not to do so.
8. David S. Gordon states that he is not presently effected by
any disability which would prevent him from knowingly and
voluntarily granting this release, and further states that the
promises made herein are not made under duress, coercion or
undue influence.
This Agreement will supersede any and all obligations Aronex
Pharmaceuticals, Inc. might otherwise owe to David S. Gordon
for any act or omission whatsoever that took place, or should
have taken place, on or before the date this Agreement is
signed and executed by. This Agreement constitutes the entire
understanding and agreement between the parties and it may
only be modified or amended in a signed writing by both
parties hereto.
Should any future dispute arise with respect to this Agreement, both
parties agree that it should be resolved solely in accordance
with the terms and provision of this Agreement and the laws of
the State of Texas.
David S. Gordon hereby waives all rights to recall, reinstatement,
employment, reemployment, and past or future wages from Aronex
Pharmaceuticals, Inc.
12. David S. Gordon understands that he has Twenty-one (21) days
within which to consider this Agreement and that this
Agreement is revocable by him for a period of seven (7) days
following the execution of this Agreement, and if not so
revoked, will become effective and enforceable. The
consideration cited in Paragraph 1 above to be paid through
out normal pay cycle.
13. David S. Gordon expressly represents and warrants to Aronex
Pharmaceuticals, Inc. that he has completely read this
Agreement prior to executing it, has had an opportunity to
review it with his counsel, has been offered twenty one (21)
days within which to consider this Agreement and to understand
its terms, contents, conditions and effects and has entered
into this Agreement knowingly and voluntarily.
14. David S. Gordon agrees that the terms and conditions of this
Agreement, including without limitation of the amount of money
and other
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consideration, shall be treated as confidential, and shall not
be revealed to any other person or entity whatsoever, except
as follows:
to the extent as may be compelled by legal process; or
to the extent necessary to legal or financial advisors.
David S. Gordon agrees that the confidentiality provisions of this Agreement are
a material part of it and are contractual in nature.
Date
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David S. Gordon, M.D.
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Geoffrey F. Cox, Ph.D.