Exhibit 10.98
Cortech, Inc.
0000 Xxxxx Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000
(000) 000-0000
Fax (000) 000-0000
January 29, 1999
Xx. Xxxxxxxx Xxxxx
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Via: Airborne Express
Dear Xx. Xxxxx:
This letter sets forth our agreement concerning termination of your
employment with Cortech, Inc. (the "Company").
1. We have agreed that your employment with the Company will terminate,
effective December 31, 1998.
2. For ten months from the effective date of termination of your
employment (the "Severance Period"), you will receive, as a special
severance benefit, and subject to paragraph 3 below, $109,400, less
applicable withholding and deductions, payable in accordance with the
Company's regular payroll practices. You understand and agree that
such payment is not required, and that you are not entitled to, and
will not receive, any other payments.
3. You have elected to continue your health insurance coverage pursuant
to COBRA. You will pay the cost of such continued health insurance
during the Severance Period or until such earlier time as you obtain
new employment with an employer that has a health insurance plan
available to its employees. If, after the Severance Period, you are
not employed and covered under another health insurance plan, you may
continue to participate in the Company's health insurance plan at your
own expense for the remainder of the COBRA period. You will notify the
Company of your re- employment in writing within 10 days of your
commencement of such employment in order for the Company to determine
its obligations under this paragraph.
4. Unless you are unable to perform due to disability or death, you will
provide services, and be available, to the Company, as the Company may
request, for two days a week, at a mutually convenient time, during
the first two months of the Severance Period.
5. In consideration of the foregoing special benefits, you release and
discharge the Company, and each of its present and former officers,
directors, shareholders, employees and agents in their respective
capacities as such, and the heirs, executors, administrators,
successors and assigns of each of them, from all actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, in law,
admiralty, equity, arbitration or otherwise, which against the Company
and its officers, directors, shareholders, employees and agents, or
any of them, you ever had, now have or hereafter can, shall or may
have for, upon, or by reason of any matter, cause or thing whatsoever,
whether known or unknown, and whether heretofore asserted or
unasserted, from the beginning of the world to the date of this
agreement, based on your employment with the Company, the terms of
your employment and termination of your employment, or otherwise,
including, but not limited to, claims under federal, state or local
laws, statutes or ordinances, or tort or common law claims, and any
claim for unemployment compensation, severance or vacation or any
other form of compensation or benefit relating to your employment and
the termination thereof.
6. Any and all prior agreements between you and the Company are hereby
terminated and discharged, and are null and void and of no force and
effect.
7. Any stock options held by you are hereby terminated and canceled. You
agree that you have no rights, and will not assert that you have any
rights, to any such options.
8. You will return to the Company all passes, door and file keys,
computer access codes, computer software and hardware, documents,
records, files, memoranda, letters, technical, business or financial
information, and any other property of the Company in your possession,
custody or control, except as may be required for you to perform the
services provided for in paragraph 4.
9. You agree that you will not disclose or use any confidential and/or
proprietary information of the Company, except as may be required for
you to perform the services provided for in paragraph 4.
10. The parties agree that neither of them will disparage, or make any
disparaging or negative statements about, the other party, or its
business, or any present and former officers, directors, shareholders
or employees.
11. You agree that you will not disclose the contents of this agreement or
the subject matter thereof, or the circumstances surrounding it,
except to immediate family members or as required by law.
Please sign below to signify your acceptance of and agreement to this
agreement.
Very truly yours,
CORTECH, INC.
By: /s/ Xxxx X. Xxxxxxxx, Xx.
----------------------------
Xxxx X. Xxxxxxxx, Xx.
President
AGREED AND ACCEPTED
By: /s/ Xxxxxxxx Xxxxx
---------------------
Xxxxxxxx Xxxxx
