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Exhibit 10.2.47
SCHEDULE IDENTIFYING OMITTED DOCUMENTS
The only particular in which the attached agreement differs from the
omitted agreements is the name of the employee who is a party to the agreements.
The following are the employees who are parties to the omitted agreements:
Xxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
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SEVERANCE AGREEMENT
This Severance Agreement is made and entered into effective as of October
23, 1998 ("Effective Date"), by and between NEOPROBE CORPORATION, a Delaware
Corporation with a place of business at 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000,
Xxxxxx, Xxxx 00000-0000 (the "Company") and XXXXXXX X. XXXXXX (the "Employee")
of 0000 Xxxxxx Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxx 00000.
WHEREAS, the Company and the Employee wish to establish new terms,
covenants, and conditions for the Employee's continued employment with the
Company through this agreement ("Severance Agreement").
NOW, THEREFORE, in consideration of the mutual agreements herein set forth,
the parties hereto agree as follows:
1. DEFINITIONS. For the purposes of this Severance Agreement, the following
terms shall have the meanings given below:
"Base Salary" means an annual amount of base salary at the highest annual
rate (excluding bonuses and benefits but including withholding taxes) paid to
Employee at any time during the twenty-four (24) month period immediately before
the termination of the employment of the Employee.
A "Change in Control" of the Company has occurred when: (a) any Person,
other than Neoprobe or an employee benefit plan created by its Board of
Directors for the benefit of its employees, either directly or indirectly,
acquires beneficial ownership (determined under Rule 13d-3 of the Regulations
promulgated by the Securities and Exchange Commission under Section 13(d) of the
Exchange Act) of securities issued by Neoprobe having thirty percent (30%) or
more of the voting power of all the voting securities issued by Neoprobe in the
election of Directors at the next meeting of the holders of voting securities to
be held for such purpose; (b) a majority of the Directors elected at any meeting
of the holders of voting securities of Neoprobe are persons who were not
nominated for such election by the Board of Directors or a duly constituted
committee of the Board of Directors having authority in such matters; (c) the
stockholders of Neoprobe approve a merger or consolidation of Neoprobe with
another person, other than a merger or consolidation in which the holders of
Neoprobe's voting securities issued and outstanding immediately before such
merger or consolidation continue to hold voting securities in the surviving or
resulting corporation (in the same relative proportions to each other as existed
before such event) comprising eighty percent (80%) or more of the voting power
for all purposes of the surviving or resulting corporation; or (d) the
stockholders of Neoprobe approve a transfer of substantially all of the assets
of Neoprobe to another person other than a transfer to a transferee, eighty
percent (80%) or more of the voting power of which is owned or controlled by
Neoprobe or by the holders of Neoprobe's voting securities issued and
outstanding immediately before such transfer in the same relative proportions to
each other as existed before such event.
"Person" means any person within the meaning of Section 13(d) of the
Securities Exchange Act of 1934.
"Termination Without Cause" is a termination of employment that is not for
cause and not occasioned by the resignation, death or disability of the
Employee. Should the Company relocate to another city and Employee decide not to
relocate also, cessation of employment shall be without cause hereunder.
2. CHANGE IN CONTROL SEVERANCE. In addition to the rights of the Employee under
the Company's employee benefit plans or otherwise, if there is a Change in
Control and the employment of the Employee is concurrently terminated or is
terminated at any time within four (4) months thereafter (a) by the Company
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without cause, or (b) by the resignation of the Employee, for any reason, the
Employee shall be paid a severance payment equal to one and one-half (1.5) times
his Base Salary.
3. LIFE AND HEALTH BENEFITS. If the employment of the Employee is terminated and
she is entitled to a severance payment under Section 2 above, she shall be
entitled to continue to participate in the Company's life and health insurance
programs for a period of eighteen (18) months after such termination on the same
terms and conditions (including payments) as are then prevailing for the
Company's employees who have the same level of salary and tenure as the Employee
did when his employment was terminated. The Company shall not require any
payment from the Employee for life or health insurance in excess of the amounts
payable by the Company's employees who have the same level of salary and tenure
as the Employee, but the Employee understands and agrees that the Company has
the right to terminate the availability of such insurance for its then current
employees, in which event the Company shall not be required to provide such
insurance to the Employee. When the Company's obligation to provide insurance
under this Section 3 has terminated the Company shall provide the Employee with
such rights under COBRA as she may then be entitled without regard to the lapse
of time between the termination of his Employment and the date on which the
Company ceases to provide insurance under this Section 3.
4. VESTED BENEFITS. This Severance Agreement is in addition to and not in lieu
of any rights the Employee may otherwise have to receive any vested benefits
under any employee benefit plan or program or customary practice of the Company
at or after the termination of his employment with the Company. Regardless of
any amount payable to the Employee under this Severance Agreement, the Employee
shall be entitled to receive all benefits and payments that she may otherwise be
entitled to under any plan or program or customary practice of the Company all
of which shall be payable in accordance with the terms of such plan, program, or
practice.
5. ARBITRATION. Any dispute or controversy arising under or in connection with
this Severance Agreement shall be settled exclusively by arbitration in
Columbus, Ohio, in accordance with the nonunion employment arbitration rules of
the American Arbitration Association ("AAA") then in effect. If specific
nonunion employment dispute rules are not in effect, then AAA commercial
arbitration rules shall govern the dispute. If the amount claimed exceeds
$100,000, the arbitration shall be before a panel of three arbitrators. Judgment
may be entered on the arbitrator's award in any court having jurisdiction. The
Company shall indemnify the Employee against, and hold him harmless from, any
attorney's fees, court costs and other expenses incurred by the Employee in
connection with the preparation, commencement, prosecution, defense or
enforcement of any arbitration, award, confirmation or judgment in order to
assert or defend any right or obtain any payment under Section 2 above or under
this sentence; without regard to the success of the Employee or his attorney in
any such arbitration or proceeding.
6. GOVERNING LAW. The Severance Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
7. VALIDITY. The invalidity or unenforceability of any provision or provisions
of this Severance Agreement shall not affect the validity or enforceability of
any other provision of the Severance Agreement, which shall remain in full force
and effect.
8. ENTIRE AGREEMENT; NOT AN EMPLOYMENT AGREEMENT. This Severance Agreement
constitutes the entire understanding between the parties with respect to the
subject matter hereof, superseding all negotiations, prior discussions, and
preliminary agreements. This Severance Agreement may not be amended except in
writing executed by the parties hereto. This Severance Agreement is not an
employment agreement and nothing contained herein gives Employee any right to
continue to be employed by or provide services to the Company or, except as
otherwise expressly set forth in Section 2 above, affects the right of the
Company to terminate Employee's employment or other relationship with Employee.
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9. EFFECT ON SUCCESSORS IN INTEREST. This Severance Agreement shall inure to the
benefit of and be binding upon heirs, administrators, executors, successors and
assigns of each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Severance Agreement as of the date first written above.
NEOPROBE CORPORATION EMPLOYEE
By: /s/ Xxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxx, President Xxxxxxx X. Xxxxxx
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