Exhibit 10.1
RELEASE AGREEMENT
Dated this 5th day of April, 2007
Between: DR. OREN BECKER Identity no. 056528177
Residing at 12 Motza Haktana Street, Mevaseret Zion, Israel
("Oren Becker ")
of the first part
And between: EPIX PHARMACEUTICALS LTD. Identity no. 512864307
Located at S.A.P. Building, 3 Hayetzira St., Ramat-Gan, Israel
("EPIX Pharmaceuticals Ltd. / THE COMPANY")
of the second part
Whereas Oren Becker was employed by EPIX Pharmaceutical Ltd.(formerly known as
Predix Pharmaceuticals, Ltd.) as of November 1st, 2000 following an employment
agreement dated October 31st, 2000(the "EMPLOYMENT AGREEMENT"); and
Whereas, the parties have reached an agreement regarding the termination of Oren
Becker employment with the Company according to the terms and conditions
expressly provided herein, in this release agreement (the "RELEASE Agreement");
and
Whereas, the parties agree that such Release Agreement shall constitute a final
settlement between the parties in regards to Oren Becker employment and/or
termination of employment with EPIX Pharmaceuticals Ltd. thereof;
NOW, THEREFORE, it is hereby declared, covenanted and agreed between the parties
as follows:
1. The preamble to this Release Agreement constitutes an integral part
hereof.
2. As of April 19th, 2007 (the "TERMINATION DATE") - Oren Becker's
employment with the Company shall cease, and the employee-employer
relationships and Employment Agreement with the Company shall be
terminated.
3. Notice period: The period commencing on February 18, 2007 and until
Termination Date - shall be considered as a prior notice period for
termination (the: "PRIOR NOTICE PERIOD"). During the Prior Notice
Period the Company shall pay Oren Becker his regular salary and all
other social benefits as prescribed under the Employment Agreement.
Oren Becker shall not be required to report to any Company facility or
otherwise perform services on behalf of the Company, unless otherwise
instructed by the Company. Oren Becker agrees that during the Prior
Notice Period, he will notify Yifat Bar at least twenty-four (24) hours
in advance if he needs to
visit any Company facility or perform any services on behalf of the
Company.
4. Options:
4.1. Until Termination Date, and within 90 (Ninety) days after
Termination Date, Oren Becker shall be entitled to exercise
all of his vested options to purchase Common Stock of EPIX
Pharmaceuticals, Inc. which were granted to Oren Becker in
accordance with any and all option agreements entered into
between Oren Becker and the Company during Oren Becker's
employment with the Company (the "Options"). Options, which
shall vest during the period as of the date of this Release
Agreement and until Termination Date, may be exercised by Oren
Becker within 90 (Ninety) days after Termination Date. For the
avoidance of doubt, after such period - unexercised Options
will immediately expire and terminate, and thereafter, Oren
Becker shall no longer have any right to exercise such
remaining unexercised Options.
4.2. The following summarizes all granted Options pursuant to the
Predix 2003 Stock Incentive Plan and the EPIX 1992 Stock
Incentive Plan to purchase Common Stock of EPIX
Pharmaceuticals, Inc. held by Oren Becker that have not been
exercised as of the date of this Release Agreement and that
shall vest as of the Termination Date.
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GRANT DATE GRANTED PRICE CURRENTLY CURRENTLY VESTED AS OF
VESTED UNVESTED TERMINATION DATE
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8/11/2003 10,527 $2.18 7,895 2,632 7,895
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8/11/2003 5,045 $2.18 5,045 0 5,045
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4/29/2004 1,836 $2.18 1,262 574 1,262
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9/23/2004 95,698 $0.98 95,698 0 95,698
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9/23/2004 22,456 $0.98 22,456 0 22,456
- --------------------------------------------------------------------------------
1/18/2005 69,549 $0.98 36,223 33,326 39,121
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4/28/2005 10,948 $1.74 4,334 6,614 4,790
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9/19/2006 35,000 $5.31 2,188 32,812 4,375
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The exercise of any Options shall be subject to the terms of
Sections 4.1 and 5 of this Release Agreement.
4.3. Except specified in this Section 4 of this Release Agreement,
the terms and conditions of any and all other stock option
agreements entered into between Oren Becker and the Company
during Oren Becker's employment with the Company are not
modified in any way and remain subject to the terms of the
Predix 2003 Stock Incentive Plan or the Amended and Restated
1992 Equity Incentive Plan, respectively, or any applicable
predecessor or successor plans. For the avoidance of doubt,
the vesting of all Options granted under the Amended and
Restated 1992 Equity Incentive Plan shall not be accelerated
hereunder and shall terminate on the Termination Date, and all
such unvested Options on the Termination Date shall be
forfeited pursuant to their terms.
5. Acknowledgement of Prior Agreement. Oren Becker hereby acknowledges and
declares that on or about October 31, 2000, Oren Becker and the Company
entered into an Employment Agreement, as amended, a copy of which is
attached as Exhibit A. Oren Becker further acknowledge and declares
that certain obligations set forth in that Employment Agreement will
survive the termination of his employment with the Company, including
but not limited to the obligations set forth in Section 8 (Proprietary
Rights and Information), Section 9 (Secrecy and Nondisclosure) and
Section 10 (Non-Competition). Continued Compliances by Oren Becker with
the foregoing obligations shall be a condition to the exercise of any
Options pursuant to Section 4 above and the receipt of any payments
pursuant to Section 6.4 below.
6. Final accounting: Upon termination Date, the parties will prepare a
final accounting, pursuant to which the Company shall:
6.1. Convey to Oren Becker a letter, addressed to Kali Insurance,
the insurance company, instructing that all sums accrued in
the managers insurance policy as a result of the Company's and
Oren Becker's contributions towards severance pay and
compensatory payments - shall be released to Oren Becker;
6.2. Convey to Oren Becker a letter, addressed to Kali Insurance,
education fund, instructing that all sums accrued in such fund
as a result of the Company's and Oren Becker's contributions -
shall be released to Oren Becker;
6.3. Furthermore, the Company shall redeem all utilized vacation
days accrued by Oren Becker - up to the Termination Date;
Redemption of 39.73 vacation days accumulated in the amount of
NIS 124,472.61.
6.4. In addition thereto, the Company shall pay to Oren Becker a
special retirement grant, in an aggregate amount of NIS
130,344.95 in your last salary, made up of:
6.4.1. Recreation Pay in the amount of NIS 1,601.48.
6.4.2. Severance completion pay in the amount of NIS
128,743.47
6.5 Additional Severance in the amount of NIS 182,597.53 to be
paid in your last salary.
6.6 Approved 2006 Bonus in the amount of NIS 148,682.
7. The Company agrees to provide information to RAMOT at Tel Aviv
University ("RAMOT") regarding the Company's use of technology licensed
from RAMOT in an effort to assist RAMOT in making a determination as to
how RAMOT shall distribute certain amounts paid by the Company to RAMOT
to certain inventors of such technology. The Company and Oren Becker
agree that the Company has no right or authority to influence or direct
RAMOT in determining how to distribute such funds.
8. Notwithstanding anything to the contrary contained herein, no provision
of this Agreement shall be construed to limit or otherwise affect any
rights of Oren Becker to receive a pro rata portion of the remaining
$15 million of the milestone payment on October 29, 2007 for which he
is eligible pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of April 3, 2006, by and among the Company, EPIX
Delaware, Inc., a wholly-owned subsidiary of the Company, and Predix
Pharmaceuticals Holdings, Inc., as amended.
9. It is hereby agreed, that all amounts paid to Oren Becker under this
Release Agreement, which exceed the amounts due to Oren Becker under
applicable law -- shall be subject to Oren Becker signing a Letter of
Waiver and Release, in the form attached hereto as appendix A, which
constitutes an integral part hereof, and the fulfilling of all of Oren
Becker's obligations towards EPIX Pharmaceuticals Ltd. under the
Release Agreement and/or the Employment Agreement, during the Notice
Period and up to Termination Date.
10. By signing this Release Agreement, Oren Becker, hereby acknowledges and
declares, that the payment of the amounts pursuant to this Release
Agreement shall forever release and discharge the Company, including
any other entity or corporation affiliated with the Company, whether as
a parent company, sister company, subsidiary or in any other manner
whatsoever, from any and all claims, demands and causes of actions of
any kind whatsoever of Oren Becker, whether direct or indirect, and
that Oren Becker does not have and will not have at any time in the
future any claims, demands or causes of actions of any kind whatsoever,
whether direct or indirect, against the Company, its employees,
officers, directors, agents, those operating on its behalf or in its
name any/or any other entity or corporation affiliated with the
Company, whether as a parent company,
sister company, subsidiary or in any other manner whatsoever
(including, but not limited to, any claims, demands and causes of
actions under the laws of the United States or any state thereof)
11. In addition, by signing this Release Agreement, Oren Becker, hereby
acknowledges and declares, that he shall not make any false,
disparaging or derogatory statements, nor shall he disparage or
encourage or induce others to make any false, disparaging or derogatory
statements, to any media outlet, industry group, financial institution
or any current or former employee, consultant, client, customer or
competitor of the Company, regarding the Company or any of its
directors, officers, employees, agents or representatives, or the
Company's business affairs and financial condition, or which would
adversely affect the Company, but not limited to: (i) the conduct of
the business of the Company (including, without limitation, any
business plans or prospects) or (ii) the business reputation of the
Company. Oren Becker's undertakings under this section shall continue
to be binding upon him, with out any limitations, also after
Termination Date. In addition, by signing this Release Agreement, the
Company, hereby acknowledges and declares, that officers of the Company
shall not make any false, disparaging or derogatory statements, nor
shall they disparage or encourage or induce others to make any false,
disparaging or derogatory statements, to any media outlet, industry
group, financial institution or any current or former employee,
consultant, client, customer or competitor of the Company, regarding
Oren Becker's performance as an employee of the Company which would
adversely affect Oren Becker. The Company's undertakings under this
section shall continue to be binding upon it, with out any limitations,
also after Termination Date.
12. Upon their signature on this Release Agreement, the parties declare and
undertake:
12.1. To keep the contents and the existence of this Release
Agreement in complete confidence, not to reveal its contents
or existence to any third party and/or to make any use of this
Release Agreement and not to transfer it to any third party
other than the tax authorities, at their request, subject to
the requirements of confidentiality of the relevant tax laws
and where such disclosure is otherwise required by applicable
law.
12.2. That they have signed this Release Agreement of their own free
will and without any duress after they have read it and fully
understood its content and ramifications.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS RELEASE AGREEMENT AS OF THE
DATE SET FORTH ABOVE.
/s/ Oren Becker /s/ Michael Kauffman
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Oren Becker EPIX PHARMACEUTICALS LTD.
by: Michael Kauffman
title: Chief Executive Officer
LETTER OF WAIVER AND RELEASE
I, Oren Becker (Identity no. 056528177), hereby acknowledge, declare and confirm
the following:
1. I am signing this document of my own free will and after being made
fully aware of all my rights. I understand that this document is a
legally binding document that relates to rights, benefits and payments
to which I am entitled under law. Prior to signing this document, I
have read it carefully and I have consulted with such experts,
including legal counsel, as I have deemed appropriate.
2. I have received from the company, EPIX Pharmaceuticals Ltd. (the
"COMPANY"), on or before the date hereof, all that is due to me and
everything to which I am entitled from the Company, both in respect of
my employment with the Company and in connection with the termination
of my employment with the Company, including without limitation, all
salary payments, pay in lieu of annual vacation, severance pay, full
and regular contributions to my Managers' Insurance Policy and to my
Keren Hishtalmut Fund, recreation pay, sick leave pay, tuition fees and
any other sums which may be due or otherwise payable to me under
applicable law and regulation , by virtue of any agreement or custom or
by virtue of any other grounds.
3. In connection with the termination of my employment with the Company, I
have received from the Company additional payments above and beyond
those payments to which I am entitled and which are payable to me under
applicable law and regulation, by virtue of any agreement or custom or
by virtue of any other grounds.
4. I hereby release the Company, including any other entity or corporation
affiliated with the Company, whether as a parent company, sister
company, subsidiary or in any other manner whatsoever, from any and all
obligations towards me arising out of or in connection with my
employment with the Company and/or the termination of my employment
with the Company. I do not have any claim against or demand upon the
Company, including any other entity or corporation affiliated with the
Company, whether as a parent company, sister company, subsidiary or in
any other manner whatsoever. Neither I, nor any person acting in my
name or as my representative shall in the future make any claim against
or demand upon the Company, including any other entity or corporation
affiliated with the Company, whether as a parent company, sister
company, subsidiary or in any other manner whatsoever, arising out of
or in connection with any matter related to my employment with the
Company or the termination of my employment with the Company.
5. I shall not commence, participate in or voluntarily provide assistance
in connection with any grievance, action, suit or proceeding against
the Company before any court, administrative agency or other tribunal,
nor shall I directly or indirectly encourage any other person to engage
in any such activities. In the event that I am served with or otherwise
receive a summons, subpoena or any other legal notice requiring me to
provide assistance in connection with any grievance, action, suit or
proceeding against the Company before any court, administrative agency
or other tribunal, I shall notify the Company of such service or
receipt, by sending a copy of such summons, subpoena or legal notice by
hand delivery or by registered mail within 5 (five) days of such
service or receipt.
6. This document also constitutes an acknowledgment of payment and release
in accordance with Section 29 of the Severance Pay Law.
7. I am and shall continue to be legally bound by such of the terms and
conditions of my Employment Agreement with the Company, which according
to the terms of the Agreement survive the termination of my employment
with the Company, including without limitation, all of my obligations
of confidentiality, non-competition and development rights.
8. I am fully aware of all of my rights and I acknowledge, declare,
confirm and agree to all that is stated above.
/s/ Oren Becker
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Oren Becker
Employee's Signature
Date: April 5, 2007
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