Exhibit 10.1
SEPARATION AGREEMENT
Xxxx-xxxx Xxxxx ("Employee") and MGI Pharma, Inc. ("Employer"), desiring to
facilitate a mutually agreeable separation and smooth transition of duties,
hereby agree as follows:
1. Employee hereby resigns from all employment with Employer effective
September 30, 1999. Employee further resigns her role as Senior Vice President
and General Counsel effective March 31, 1999.
2. Between March 31, 1999 and September 30, 1999 Employee shall be employed
as an attorney. In this capacity, she shall be responsible to answer questions
and provide advice, in a reasonably prompt fashion and shall provide transition
assistance as the need arises. She shall not have the responsibility of keeping
regular office hours.
3. Employee shall continue to receive her full present salary and benefits
through April 30, 1999. Between May 1, 1999 and September 30, 1999 she shall
receive her salary for this period in the total sum of Seventy Five Hundred
dollars ($7,500.00) per month and regular fringe benefits associated with a
non-executive employee.
4. Employee shall execute a release, in a form mutually agreeable to the
parties, simultaneously with her endorsement of this Agreement and again on or
promptly after October 1, 1999.
5. Promptly following the expiration of 15 days after Employee signs and
delivers to Employer the first of the releases mentioned in paragraph 4 above,
if Employee has not exercised her right to rescind that release, Employer shall
pay to Employee the gross lump sum of Thirty Five Thousand Three Hundred Twelve
Dollars and Fifty Cents ($35,312.50) by means of a payroll check subject to all
necessary federal and state payroll tax withholding as required by law. At the
same time, and on the same condition of nonrescission, Employer shall pay to
Employee's attorneys the sum of Twenty Four Thousand Six Hundred Eighty Seven
Dollars and Fifty Cents ($24,687.50). If Employee does timely exercise her right
of rescission, this Agreement shall be null and void.
6. Promptly following the expiration of 15 days after Employee signs and
delivers to Employer the second of the releases mentioned in paragraph 4 above,
if Employee has not exercised her right to rescind that release, Employer shall
pay to Employee the gross lump sum of Fifty Thousand Dollars ($50,000.00) by
means of a payroll check subject to all necessary federal and state payroll tax
withholding as required by law. If Employee does timely exercise her right to
rescind this second release, she shall extinguish her right to receive this
$50,000 payment or any further consideration from Employer, but
her first release and all other terms of this Agreement shall remain in full
force and effect.
7. Upon Employee's execution of the first release mentioned in paragraph 4
and the expiration of 15 days thereafter without her having exercised her right
to rescind that release, Employer shall cause all stock options granted to
Employee by Employer through January 31, 1998 to be vested immediately. These
options shall in all other respects including but not limited to Employee's
rights to exercise them be governed by the plans and granting documents to which
they are subject.
8. Upon consideration of Employee's execution of the two releases mentioned
in paragraph 4 above, Employer also releases Employee of all claims or causes of
action which it has or may have against Employee, arising in law or equity.
9. Employee agrees, as an essential and material element of this Separation
Agreement, that she will maintain all of the terms of this Agreement in
strictest confidence and that she will not disclose the facts or terms of this
Settlement Agreement or those claims to any person, except her family, lawyers,
her tax advisers or as ordered by a Court or otherwise required by law. Employer
also will respect the confidentiality of this Agreement but may disclose the
terms of this Agreement as required by law or by an order, rule or request by
any regulatory agency.
10. Employer and Employee each agree not to make negative or disparaging
comments about the other. Employer shall provide Employee with the attached
letter of reference.
11. This Separation Agreement and the releases constitute the entire
agreement of the parties. No other agreement not expressed within this
Separation Agreement shall have any force or effect, and no modification,
amendment or change of any kind to this Agreement shall be effective unless it
is in writing and signed by each of the parties to this Agreement.
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12. Employee represents and agrees that she has carefully read and fully
understands all of the provisions of this Separation Agreement and the
contemplated releases, that she has had a full opportunity to have all of the
terms of their terms explained to her by her counsel (she herself being an
attorney familiar with the subject matter of this Agreement) and that she fully
understands that by signing this Agreement and the releases, she is giving up
all rights to pursue any further claims against Employer and others mentioned in
the Release for any reason arising in or having roots in any thing that happened
up to the time of her signature thereon.
Date: April 2, 1999 /s/ Xxxx-xxxx Xxxxx
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Xxxx-xxxx Xxxxx
MGI Pharma, Inc.
Date: April 3, 1999 By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its Chief Executive Officer
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