A. Employee is currently employed by Halozyme.
B. Employee is resigning from his employment with Halozyme effective December 2, 2010
(Separation Date). As a result of Employees resignation, Employee is not entitled to any
severance payment or benefits under the Halozyme Severance Policy or otherwise. However, Halozyme
wishes to reach an amicable separation with Employee and obtain Employees reasonably necessary
assistance in transitioning Employees responsibilities to other Halozyme personnel.
C. The parties desire to settle all claims and issues that have, or could have been
raised, in relation to Employees employment with Halozyme and arising out of or in any way
related to the acts, transactions or occurrences between Employee and Halozyme to date,
including, but not limited to, Employees employment with Halozyme or the termination of that
employment, on the terms set forth below.
THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is
agreed by and between the undersigned as follows:
1. Transition Assistance. To assist Halozyme in the transition of Employees previous
responsibilities, Employee agrees to provide consulting services to Halozyme under the terms
described in this Separation Agreement. From the Separation Date through March 31, 2011 (the
Transition Period), Employee agrees to make himself available at reasonable times and upon
reasonable notice, to provide information as may be requested by Halozyme, through its Chief
Executive Officer, related to events or projects in which Employee was involved while employed by
Halozyme. Without the consent of Employee, in no event will such assistance require more than ten
hours a month. Employees agreement to provide such consulting assistance is in consideration of
the Severance Package being provided, and as such, he will not be entitled to any additional
compensation for providing such assistance. However, Halozyme shall reimburse Employee for any
reasonable out-of-pocket expenses he incurs in the course of providing such consulting assistance
(e.g., travel, lodging, etc.), provided such expenses are pre-approved by Halozymes Chief
Executive Officer. Halozyme acknowledges that Employee is entitled to indemnification under
Halozymes Bylaws with respect to his service as a director and executive officer. During the
Transition Period, Halozyme will provide Employee with the same indemnification he would have been
entitled to under Halozymes Bylaws if Employee had remained employed by Halozyme during that
period. Except as requested by Halozymes Chief Executive Officer, Employee will not contact
Halozyme employees or parties that have commercial relationships with Halozyme with respect to
Halozyme business matters.
2. Severance Package. Halozyme agrees to provide Employee with the following
payments and benefits (Severance Package) to which Employee is not otherwise entitled.
Employee acknowledges and agrees that this Severance Package constitutes adequate legal
consideration for the promises and representations made by Employee in this Separation
Severance Payment. Halozyme agrees to pay Employee the equivalent of 52 weeks of
Employees base salary, or Four Hundred Fifteen Thousand Dollars ($415,000.00), less all
appropriate federal and state income and employment taxes (Severance Payment). The Severance
Payment will be paid out in twelve equal monthly payments, each payable on the 15th of each month,
commencing December 15th, 2010.
Continuation of Group Health Benefits. Halozyme agrees to pay the premiums required
to continue Employees group health care coverage through December 31, 2011, under the applicable
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), provided that
Employee elects to continue and remains eligible for these benefits under COBRA, completes all
necessary paperwork to trigger and maintain COBRA coverage, and does not obtain health coverage
through another employer during this period. Should Employee obtain other health coverage during
this period he shall notify Halozyme within 14 days.
Stock Options. At various times during his employment, Employee has been granted stock
options. Notwithstanding any contrary terms of the stock option plan(s), grant(s) or agreement(s)
applicable to such stock options, all unvested stock options previously granted to Employee as of
the date his employment terminates will continue to vest at the rate set forth in such stock option
grant(s) or agreement(s), until the earlier of (a) March 31, 2011, or (b) a date prior to March 31,
2011 on which the Board of Directors notifies Employee in writing that it has concluded that
Employee has failed to comply with the provisions of Section 1, above. Employee shall have three
months from the date on which the vesting of his stock options terminates in accordance with this
provision, to exercise his option to purchase any vested stock option shares. Except as
specifically provided in the preceding two sentences, all stock options held by Employee shall be
governed by the terms and conditions of the stock option plan(s), grant(s) and/or agreement(s)
applicable to such options.
3. General Release.
Employee unconditionally, irrevocably and absolutely releases and
discharges Halozyme, and any parent and subsidiary corporations, divisions and affiliated
corporations, partnerships or other affiliated entities of Halozyme, past and present, as well as
Halozymes employees, officers, directors, agents, successors and assigns (collectively, Released
Parties), from all claims related in any way to the transactions or occurrences between them to
date, to the fullest extent permitted by law, including, but not limited to, Employees employment
with Halozyme, the termination of Employees employment, and all other losses, liabilities, claims,
charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly
or indirectly out of or in any way connected with Employees employment with Halozyme. This release
is intended to have the broadest possible application and includes, but is not limited to, any
tort, contract, common law, constitutional or other statutory claims, including, but not limited to
alleged violations of the California
Labor Code or the federal Fair Labor Standards Act, Title VII
of the Civil Rights Act of 1964 and the California
Fair Employment and Housing Act, the Americans
with Disabilities Act and all claims for attorneys fees, costs and expenses. Employee expressly
waives Employees right to recovery of any type, including damages or reinstatement, in any
administrative or court action, whether state or federal, and whether brought by Employee or on
Employees behalf, related in any way to the matters released herein. However, this general
release is not intended to bar any claims that, by statute, may not be waived, such as claims for
workers compensation benefits, unemployment insurance benefits and statutory indemnity.
4. California Civil Code Section 1542 Waiver.
Employee expressly acknowledges and
agrees that all rights under Section 1542 of the California
Civil Code are expressly waived. That
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
5. Representation Concerning Filing of Legal Actions. Employee represents that, as of
the date of this Separation Agreement, Employee has not filed any lawsuits, charges, complaints,
petitions, claims or other accusatory pleadings against Halozyme or any of the other Released
Parties in any court or with any governmental agency. Employee further agrees that, to the fullest
extent permitted by law, Employee will not prosecute, nor allow to be prosecuted on Employees
behalf, in any administrative agency, whether state or federal, or in any court, whether state or
federal, any claim or demand of any type related to the matters released in this Separation
6. Nondisparagement. Employee agrees that Employee will not make any voluntary
statements, written or oral, or cause or encourage others to make any such statements that defame,
disparage or in any way criticize the personal and/or business reputations, practices or conduct of
Halozyme or any of the other Released Parties.
7. Confidentiality and Return of Halozyme Property. Employee understands and agrees
that as a condition of receiving the Severance Package in paragraph 2, all Company property must be
returned to Halozyme on or before December 6, 2010. By signing this Separation Agreement, Employee
represents and warrants that Employee will not use or disclose to others any confidential or
proprietary information of Halozyme or the Released Parties. Employee further agrees to comply with
the continuing obligations regarding confidentiality set forth in the surviving provisions of the
Employee Nondisclosure and Assignment Agreement previously executed by Employee. Employee
acknowledges that this Separation Agreement or a description of its material terms may be included
in filings Halozyme makes with the Securities and Exchange Commission.
8. No Admissions. By entering into this Separation Agreement, the Released Parties
make no admission that they have engaged, or are now engaging, in any unlawful conduct. The parties
understand and acknowledge that this Separation Agreement is not an admission of liability and
shall not be used or construed as such in any legal or administrative proceeding.
9. Consideration Period. Employee has until December 6, 2010 to decide whether or not
to enter into this Separation Agreement. This Separation Agreement shall not become effective or
enforceable until the day Employee signs this Separation Agreement. If the signed Separation
Agreement is not received by Anita W. Matheson, Executive Director of HR, by 5:00 p.m. Pacific Time
on December 6, 2010, Halozyme will assume that Employee is not interested in the Severance Package,
and the offer will be automatically withdrawn.
10. Full Defense. This Separation Agreement may be pled as a full and complete defense
to, and may be used as a basis for an injunction against, any action, suit or other proceeding that
may be prosecuted, instituted or attempted by Employee in breach hereof. Employee agrees that in
the event an action or proceeding is instituted by the Released Parties in order to enforce the
terms or provisions of this Separation Agreement, the Released Parties shall be entitled to an
award of reasonable costs and attorneys fees incurred in connection with enforcing this Separation
Agreement, to the fullest extent permitted by law.
11. Severability. In the event any provision of this Separation
Agreement shall be found unenforceable, the unenforceable provision shall be deemed
deleted and the validity and enforceability of the remaining provisions shall not be
12. Applicable Law.
The validity, interpretation and performance of
this Separation Agreement shall be construed and interpreted according to the laws
of the United States of America and the State of California
13. Entire Agreement; Modification. This Separation Agreement, including
the surviving provisions of Halozymes Employee Nondisclosure and Assignment Agreement
previously executed by Employee and Halozyme and herein incorporated by reference, is
intended to be the entire agreement between the parties and supersedes and cancels any
and all other and prior agreements, written or oral, between the parties regarding this
subject matter. This Separation Agreement may be amended only by a written instrument
executed by all parties hereto.
THE PARTIES TO THIS SEPARATION AGREEMENT HAVE READ THE FOREGOING SEPARATION AGREEMENT
AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES
HAVE EXECUTED THIS SEPARATION AGREEMENT ON THE DATES SHOWN BELOW.
||/s/ Jonathan E. Lim
||Jonathan E. Lim
||Halozyme Therapeutics, Inc.
||/s/ Gregory I. Frost
||Gregory I. Frost, PhD
||President & CEO