EXHIBIT 10.24
January 27, 2006
Xxxxxxx Xxxxxxx
[ADDRESS]
Dear Xxxxxxx:
The purpose of this letter agreement is to set forth our mutual
understanding and agreement with respect to your separation from employment with
Synta Pharmaceuticals Corp.. (the "Company"). In consideration of the mutual
covenants set forth herein, the receipt and sufficiency of which you
acknowledge, we have agreed as follows:
1. SEPARATION FROM EMPLOYMENT. Your separation from employment shall be
effective as of the close of business on Friday, January 27, 2006
(your "separation date"), and you shall have relinquished as of that
date any and all positions that you have held with the Company. You
shall not be considered an employee of the Company for any purpose
after that date.
2. TERMINAL PAY. You agree that you have received all compensation to
which you are entitled in connection with your employment through your
separation date. You agree to make no claims for further compensation
from the Company of any type, including bonus payments, commission
payments, and vacation pay. You acknowledge that, except to the extent
provided herein, the Company is under no obligation to provide you
with the benefits described below.
3. SALARY CONTINUATION. You will be paid a lump sum of $285,000 less all
applicable federal, state or local tax withholding, F.I.C.A., and any
other applicable payroll deductions, which is equal to 12 months of
base pay at your current annual rate, subject to the following
conditions: (a) the Company's receipt of this Agreement signed by you,
d (b) the expiration of the seven-day revocation period referenced in
Paragraph 19 of this Agreement without you providing notice of
revocation of this Agreement.
4. INSURANCE CONTINUATION: Your medical and life insurance and short term
and long term disability coverage terminates on your last day of
employment. At your option, you may continue to be covered under the
Company's group medical insurance plan up to eighteen (18) months
after your separation date, subject to the terms and conditions
provided for in the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended "COBRA." See enclosed letter describing your COBRA
options. During the period from January 28, 2006 through January 27,
2007 your cost for medical coverage will be the same as it would be
had you continued as an active employee subject to the following
conditions: (a) the Company's receipt of this Agreement signed by you,
and (b) the expiration of the seven-day revocation period referenced
in Paragraph 16 of this Agreement without you providing notice of
revocation of this Agreement. You will be responsible for the full
COBRA premium for medical coverage for the balance of the 18 month
COBRA period if you choose the coverage.
5. STOCK OPTIONS. You may exercise any stock options that are vested on
the last day of active employment pursuant to the terms of the
applicable option agreement and the Synta Pharmaceutical 2001 Stock
Plan. Copies of the Plan and option exercise forms are attached.
6. TRANSFER OF RESPONSIBILITIES. You shall cooperate fully with the
Company and its personnel to provide an orderly transfer of your
duties and responsibilities. This cooperation includes but is not
limited to timely compliance with all reasonable requests for
information.
7. EMPLOYMENT AT THE COMPANY. You agree that you shall not seek or accept
employment with the Company either now or in the future and the
Company has no obligation to employ you in any capacity.
8. CONFIDENTIALITY. You agree, to the extent permitted by law, to keep
confidential and not to disclose the existence or terms of this letter
agreement or sums paid under this letter agreement to anyone (in the
company or outside) or to any organization, except you may disclose
such information to your spouse, attorney, and financial advisor,
provided you have received in advance their promises to maintain this
information in strict confidence; provided, however, that nothing in
this Agreement will prevent you from cooperating with or participating
in any proceeding before the EEOC, the MCAD or any other federal,
state or local agency or entity. You also agree that you will not,
without the Company's prior written consent, reveal or disclose to any
person or entity outside of the Company or use for your own benefit or
for the benefit of any other person or entity, any confidential
information concerning the business or affairs of the Company, or
concerning the Company's customers, clients, or employees
("Confidential Information").
9. RETURN OF PROPERTY. You acknowledge that you will return to the
Company all property of the Company that is in your possession or
under your control, including, without limitation, computer
accessories, pager, corporate credit card, telephone card, fax
machine, Company keys, and any and all files, documents and other
information with respect to the Company's management, business
operations or customers, including all files, documents, or other
information containing Confidential Information.
10. MODIFICATION TO EXHIBIT A OF FEBRUARY 12, 2004 EMPLOYMENT OFFER. You
and the Company agree to delete the last sentence of Paragraph
1(a)(ii) of Exhibit A and replace it with the following: A BUSINESS
WILL BE DEEMED COMPETITIVE WITH THE COMPANY ONLY IF IT ENGAGES IN THE
RESEARCH, DEVELOPMENT, MANUFACTURE, DISTRIBUTION AND/OR SALE OF ANY OF
THE PRODUCTS RESEARCHED, DEVELOPED, MANUFACTURED, DISTRIBUTED AND/OR
SOLD BY THE COMPANY WITHIN THE FIELD OF INTEREST (AS DEFINED BELOW)
DURING THE PERIOD OF YOUR EMPLOYMENT WITH THE COMPANY. FOR CLARITY,
PRODUCTS RESEARCHED, DEVELOPED, MANUFACTURED, DISTRIBUTED AND/OR SOLD
BY THE COMPANY WITHIN THE FIELD OF INTEREST DURING THE PERIOD OF YOUR
EMPLOYMENT WITH THE COMPANY INCLUDE THE COMPANY'S
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HSP90 INHIBITORS, HSP70 INDUCERS, CRAC INHIBITORS, MT INHIBITORS,
INCLUDING THOSE THAT DISRUPT VASCULATURE, C-REL INHIBITORS AND
IL-12/23 INHIBITORS.
11. JOB FINDING ASSISTANCE. The Company agrees to pay an amount up to
$10,000.00 to an organization to provide you with job finding and
other outplacement assistance.
12. ADDITIONAL PAYMENT RELATED TO CONSULTING SERVICES. Subject to
satisfying the provisions of a Consulting Agreement dated January 30,
2006, the Company agrees to pay you the following additional amounts:
(a) $20,000.00 on April 1, 2006, (b) $10,000.00 on May 1, 2006 and (c)
$10,000.00 on June 1, 2006. It is agreed that any of the amounts
described above will not be payable if you become employed on a full
time basis prior to the date on which the payment is earned.
13. NON-DISPARAGEMENT.
(a) You further agree, to the extent permitted by law, that you will
not, at any time after the date hereof, make any remarks or
comments, orally or in writing, to actual or potential customers,
investors, collaborators, regulators or others, which or who have
or could reasonably be anticipated to have, business dealings
with the Company, which remarks or comments reasonably could be
construed to be derogatory or disparaging to the Company or any
of its shareholders, officers, directors, employees, attorneys or
agents, or which reasonably could be anticipated to be damaging
or injurious to the Company's reputation or good will or to the
reputation or good will of any person associated with the
Company.
(b) The Company further agrees, to the extent permitted by law, that
it will not, at any time after the date hereof, make any remarks
or comments, orally or in writing, to actual or potential
employers, associates or others, which or who have, or could
reasonably be anticipated to have, business dealings with you,
which remarks or comments reasonably could be construed to be
derogatory or disparaging to you, or which reasonably could be
anticipated to be damaging or injurious to the your reputation or
good will or to the reputation or good will of any person
associated with you in a business relationship.
14. NON-DISCLOSURE AND RELATED UNDERSTANDINGS. You acknowledge the
validity and continuing applicability of the agreements and covenants
contained in the Confidentiality and Inventions Agreement concerning
the non-use and return of confidential information and non-competition
with the Company, except as modified by paragraph 10 above.
15. COOPERATION IN LITIGATION. At the Company's request, you agree to
assist, consult with, and cooperate with the Company in any litigation
or administrative procedure or inquiry that involves the Company,
subject to reimbursement for your reasonable out of pocket expenses,
such as travel, meals, or lodging. In the event that you become a
party to any litigation or administrative proceeding or inquiry by
virtue of your status as an officer and/or employee of the Company,
the Company agrees that the defense and indemnification rights set
forth in the Company's By-Laws, and pursuant to any
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applicable insurance policies, remain in full force and effect and are
not altered in any respect by this letter agreement.
16. BREACH OF AGREEMENT. You understand and agree that any breach of your
obligations under this letter agreement will immediately render the
Company's obligations and agreements hereunder null and void, and, to
the extent permitted by law, you shall repay to the Company all sums
you have been paid or sums paid on your behalf pursuant to paragraph 3
& 4. The Company also reserves the right to take appropriate legal
action against you if warranted under the circumstances.
17. (A). GENERAL RELEASE OF COMPANY. You, for yourself and your heirs,
legal representatives, beneficiaries, assigns and successors in
interest, hereby knowingly and voluntarily release, remise and forever
discharge the Company and its successors, assigns, former, current or
future officers, directors, employees, agents, attorneys and
representatives, whether in their individual or official capacities
("the Company Released Parties), from any and all actions or causes of
action, suits, debts, claims, complaints, contracts, controversies,
agreements, promises, damages, claims for attorneys' fees, costs,
interest, punitive damages or reinstatement, judgments and demands
whatsoever, in law or equity, you now have, may have or ever had,
whether known or unknown, suspected or unsuspected, from the beginning
of the world to this date, including, without limitation, any claims
under the Age Discrimination in Employment Act, 29 U.S.C.ss.621 et
seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C.ss.2000e et
seq.; the Employee Retirement Income Security Act of 1974, as amended,
29 U.S.C.ss.1000 et seq., Massachusetts General Laws, Chapter 151B;
the Americans with Disabilities Act, 42 X.X.X.xx. 12101 et seq.;
claims for breach of contract or based on tort; and any other
statutory, regulatory or common law causes of action. YOU HEREBY
ACKNOWLEDGE AND UNDERSTAND THAT THIS IS A GENERAL RELEASE AND THAT YOU
ARE RELEASING ALL RIGHTS TO SUE THE COMPANY RELEASED PARTIES FOR ANY
ACTION OR OMISSION UP TO AND INCLUDING THE DATE OF THE EXECUTION OF
THIS AGREEMENT.
(B). GENERAL RELEASE OF EMPLOYEE. The Company and its successors,
assigns, former or current shareholders, officers, directors,
employees, agents, attorneys, and representatives hereby knowingly and
voluntarily release, remise, and forever discharge you and your heirs,
legal representatives, beneficiaries, assigns, and successors in
interest ("Employee Released Parties") from any and all actions or
causes of action, suits, debts, claims, complaints, contracts,
controversies, agreements, promises, damages, claims for attorneys
fees, costs, interest, punitive damages or reinstatement, judgments,
and demands whatsoever, in law or equity, the Company now has, may
have, or ever had, whether known or unknown, suspected or unsuspected,
from the beginning of the world to this date (the "Released Claims").
THE COMPANY XXXXXX ACKNOWLEDGES AND UNDERSTANDS THAT THIS IS A GENERAL
RELEASE AND THAT THE COMPANY IS RELEASING ALL RIGHTS TO SUE YOU FOR
ANY. ACTION OR OMISSION UP TO AND INCLUDING THE DATE OF THE EXECUTION
OF THIS AGREEMENT
18. (A). COVENANT NOT TO SUE COMPANY RELEASED PARTIES. To the extent
permitted by law, you specifically agree not to commence any legal
action against any of the Company Released Parties arising out of or
in connection with the Released Claims. To the extent permitted by
law, you expressly agree that if you continence such an action in
violation
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of this Agreement, you shall indemnify the Company Released Parties
for the full and complete costs of defending such an action and
enforcing this Agreement, including reasonable attorneys' fees
(whether incurred in a third party action or in an action to enforce
this Agreement), court costs, and other related expenses. You further
agree that, to the extent permitted by law, if you commence such an
action despite the provisions of this Agreement, you shall be
obligated to return to the Company the full amount of all sums paid to
you, or on your behalf, pursuant to Paragraph 3 & 4.
B. COVENANT NOT TO SUE EMPLOYEE RELEASED PARTIES. To the extent
permitted by law, the Company specifically agrees not to commence any
legal action against any of the Employee Released Parties arising out
of or in connection with the Released Claims. To the extent permitted
by law, the Company expressly agrees that if the Company or its
successors,. assigns, former or current shareholders, officers,
directors, employees, agents, attorneys, or representatives commence
such an action in violation of this Agreement, the Company shall
indemnify the Employee Released Parties for the full and complete
costs of defending such an action and enforcing this Agreement,
including reasonable attorneys fees (whether incurred in a third party
action or in an action to enforce this Agreement), court costs, and
other related expenses. The Company agrees that if the Company or its
successors, assigns, former or current shareholders, officers,
directors, employees, agents, attorneys, or representatives commence
such an action despite the provisions of this Agreement, the Company
shall relinquish all rights under. this Agreement (including without
limitation the last sentence of paragraph 15a) to obtain a return of
any sums paid to you, or on your behalf, pursuant to Paragraphs 3 and
4.
19. ACKNOWLEDGMENT. You acknowledge and agree that you understand the
meaning of this Agreement and that you freely and voluntarily enter
into it and the General Release contained herein. You agree that no
fact, evidence, event, or transaction occurring before the execution
of this Agreement, which is currently unknown to you, but which may
hereafter become known to you, shall affect in any manner the final
and unconditional nature of the. agreements and releases set forth
herein. You acknowledge that you have been advised to consult with an
attorney prior to executing this Agreement and that you have
twenty-one (21) days to consider this Agreement. For a period of seven
(7) days after executing this Agreement, you may revoke this Agreement
by providing written notice of such revocation to Xxxxxxx X. Xxxxxxx.
This Agreement shall not become effective or enforceable until this
(7) seven-day period has expired. The revocation of this Agreement by
you shall render this Agreement null and void.
20. MISCELLANEOUS. This letter agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts without regard to
choice or conflict of law principles. A waiver of any breach of or
failure to comply fully with any provision of this letter agreement by
either party shall not operate or be construed as a waiver of any
subsequent breach thereof or failure so to comply. If any portion or
provision of this letter agreement shall to any extent be deemed
invalid or unenforceable, the remainder of this letter agreement shall
not be affected thereby and each portion and provision of this letter
agreement shall be valid and enforceable to the fullest extent
permitted. To avoid any possible misunderstanding, the Company intends
this letter agreement to be a comprehensive statement of the terms of
your separation. This letter agreement
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supersedes any prior understanding or statement made to you by the
Company regarding your positions with the Company or your arrangements
with the Company for the period after your separation. For the same
reason, any modifications of the terms set forth in this letter
agreement must be in writing and signed by you and by me on behalf of
the Company.
Please indicate your agreement to the terms of this letter agreement by signing
and dating the last page of the enclosed copy of this letter agreement, and
return it to Xxxxxxx X. Xxxxxxx not later than the close of business on
February 14, 2006. In the event that you do not understand any terms or
conditions specified in this letter of agreement, the Company urges you to seek
legal counsel prior to signing and returning this letter.
Sincerely,
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Vice President, Human Resources
AGREED TO AND EXECUTED UNDER SEAL THIS 31 day of January, 2006.
/s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Signed before me on January 31, 2006 by Xxxxxxx Xxxxxxx, Personally known to me.
Xxxxx Xxxxxx
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