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EXHIBIT 10.72
[TEXAS BIOTECHNOLOGY LETTERHEAD]
October 11, 1999
Dr. John McMurdo
22 Treasure Cove
The Woodlands, Texas 77381
Reference: Severance Agreement
Dear John:
This letter sets out the terms of your separation from Texas Biotechnology
Corporation ("TBC") on October 11, 1999. TBC and you agree to the following:
1. Your last day of employment at TBC will be October 11, 1999.
2. Beginning October 11, 1999, TBC will pay you severance at your regular
rate of pay of ($16,667/month) through April 11, 2000. On April 11,
2000, TBC will pay accrued vacation through October 11, 1999 (80 hours).
TBC will pay the severance on the dates of its regular payroll, less amounts
required to be withheld under applicable state or federal laws.
3. You shall be eligible to continue to participate in the Key Executive
1999 Bonus Program as follows:
If the goals of the program are accomplished during 1999, according
to the program requirements, you shall be paid in cash the total
award payable under the program, which shall be prorated through
your last date of active employment. Since your last date of
employment was October 11, 1999, the percentage is 78%.
4. If you accept other employment including that as a consultant to TBC,
before or during the period TBC is paying severance, this will not
reduce the amount of severance TBC will pay.
5. The following stock options shall be amended to vest 100% immediately by
and upon signing this letter: (a) 50,000 shares at $3.9375 per share
awarded on December 10, 1998 and (b) 10,000 shares at $4.1875 per share
awarded on March 2, 1999. TBC will not place any restrictions on your
ability to exercise these vested options other than those required by
applicable Securities and Exchange Commission rules. The options shall
expire on September 30, 2001 at midnight and shall not be exercisable
after that date.
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Dr. John McMurdo
October 11, 1999
Page -2-
Except for the amendment described above, the
terms and conditions of the vested options, and
any stock option plans under which they were
granted, remain unchanged.
6. In return for the items described above, you (on
your own behalf and on behalf of your heirs,
assigns and agents) agree to release TBC (and its
officers, directors, agents and affiliates) from
all claims, known or unknown, arising on or
before the date you sign this letter. Your
Texas Biotechnology release includes, but is not limited to, any
Corporation claim of discrimination on the basis of race,
sex, marital status, sexual preference, national
origin, handicap or disability, age or veteran
status, or any other claim arising under Title
VII of the Civil Rights Act of 1964, the Texas
Commission on Human Rights Act, or any similar
federal, state or local law, and any other claim
arising out of your employment with TBC.
7. Under Federal law, you may elect to continue to
participate in certain TBC group health insurance
plans. TBC will send you additional information
about your COBRA continuation rights shortly
after your separation.
If this agreement is acceptable to you, please sign in the
space below. On behalf of TBC, I wish you the best in your
future career.
Sincerely yours,
/s/ DAVID B. MCWILLIAMS
David B. McWilliams
President and Chief Executive Officer
Accepted this 12th day of October, 1999
/s/ JOHN MCMURDO
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John McMurdo, M.D.