Attached files
| file | filename |
|---|---|
| 10-Q - 10-Q - Advaxis, Inc. | v196513_10q.htm |
| EX-31.2 - EX-31.2 - Advaxis, Inc. | v196513_ex31-2.htm |
| EX-32.1 - EX-32.1 - Advaxis, Inc. | v196513_ex32-1.htm |
| EX-31.1 - EX-31.1 - Advaxis, Inc. | v196513_ex31-1.htm |
| EX-32.2 - EX-32.2 - Advaxis, Inc. | v196513_ex32-2.htm |
FOR
SETTLEMENT PURPOSES ONLY
UNLESS
EXECUTED BY BOTH PARTIES
January 6, 2010
Fredrick
Cobb
1003
Farley Road
Whitehouse
Station, NJ 08889
Re: Separation Agreement and
General Release
Dear
Fred:
This
letter (the “Letter
Agreement”) confirms the termination as an officer of Advaxis,
Inc., (the “Company”), as of November
16, 2009 (the “Termination
Date”). Your termination as an employee is March 15, 2010 or
45 calendar days from my last day of full time employment. By signing
this letter, you agree to the terms and conditions set forth below.
A. The Company’s
Obligations. The Company will provide you with the following
payments and benefits:
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1.
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The
Company will pay you as an employee a bi-weekly payment equal to at least
four (4) months of your current base salary of $200,000 (including base
stock compensation) over that period, minus the deductions required by law
(the “Severance
Payment”).
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2.
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Over
this time period (November 16, through March 15, 2010 or 45 calendar days
from your last day of full time employments) you will be allowed to
continue to participate in the company’s 401K
plan.
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3.
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The
Company will pay you for six weeks of vacation plus your current year’s
accrued but unused vacation through November 16, 2009 payable ratable over
the next four pay periods.
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4.
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Your
health care benefits will stop as of March 15, 2010 and the company will
pay you $350.00 earned for not participating in the plan from July 1, 2009
through September 30, 2009 period. If you elect to continue your group
health coverage pursuant to COBRA (see Section C2,
below), you may continue your coverage at your own expense for the period
required by COBRA.
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5.
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Advaxis
will issue you an additional 752,142 shares for the time period ending
October 31, 2009 plus the pro rata amount earned through November 16th all
shares to be issued on January 7, 2010. These shares are restricted from
being traded for a period of six months. The Company agrees to
remove the restriction on these shares six months from
issuance.
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2
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6.
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Advaxis
will make a five year extension in the exercise period of your vested
options vested on the later of March 15, 2010 or 45 calendar days from my
last full day of time employment.
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7.
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Advaxis
will provide you Director’s and Officers coverage under their Directors
and Officers Insurance Policies.
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B. Employee’s
Obligations. In consideration of the Company’s providing the
Separation Payment, above, to which you are not otherwise entitled, you
voluntarily agree to the following:
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1.
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You
will sign the attached General Release, which is expressly made a part of
this Letter Agreement.
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2.
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You
will not disclose the contents or substance of this Letter Agreement or
the General Release to anyone except your immediate family and any tax or
legal counsel you have consulted regarding the meaning or effect hereof,
and you will instruct each of the foregoing not to disclose the
same.
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3.
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If
you breach this Letter Agreement by asserting any claim against any of the
Releases (as defined in the General Release) in violation of Section B.1
or by disclosing any confidential or proprietary information in violation
of Section
B.2, above or C.3, below, you
agree to repay to the Company the Separation Payment and to pay all legal
fees and costs that the Company incurs to enforce your obligations, to the
extent permitted by applicable law.
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4.
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You
will work with the Company for up to 20 hours per week ( one-half of the
Advaxis work week) during a total of three months over the 4 months
separation payment period. (November 16, 2009 to the later of March 15,
2010 or 45 calendar days after my last day of full time
employment).
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C. Obligations Unrelated to
This Letter Agreement. This Letter Agreement does not affect
the following rights and obligations:
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1.
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You
will be paid for any (1.) earned compensation (up to 20 hours per week
plus the Advaxis time-off for the three month period and any full time
employment over this period) (2.), any unused vacation days for 2009, in
addition to the six weeks of vacation (3.), earned health care pay and
earned shares (4.) noted above in Section
A.1.
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3
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2.
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You
will be given separate information regarding your right to continue
coverage under the Company’s group health plan, as required by the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and to
convert your group life insurance to an individual policy if
applicable. Coverage under the Company’s other benefit plans
and programs (except 401-K) will terminate upon your Termination
Date
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3.
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You
will keep in confidence and will not, except as specifically authorized in
writing by the Company, or as required by law, disclose to or use for the
benefit of any third party, any confidential or proprietary information
about the Company, its business plans or its methods of operation, which
you acquired, learned, developed or created by reason of your employment,
except for information that is or becomes public other than through your
breach of this paragraph.
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D. Consideration
Period.
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1.
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The
obligations as set out in this Letter Agreement represent a complete
settlement of all claims that you have or may have against the
Company. Because you’re signing of this Letter Agreement and
the General Release releases the Releases from all claims you might have,
you should review it carefully before signing
it.
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E. Miscellaneous.
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1.
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By
entering into this Letter Agreement, the Company does not admit, and
specifically denies, any liability, wrongdoing or violation of any law,
statute, regulation or policy. Moreover, by signing this Letter
Agreement you acknowledge that you are not aware of any wrongdoing on the
part of the Company.
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2.
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This
Letter Agreement and the General Release will be governed by and construed
in accordance with the laws of the State of New Jersey, without regard to
the conflict of law principles thereof. If any provision in
this Letter Agreement or the General Release is held invalid or
unenforceable for any reason, the remaining provisions shall be construed
as if the invalid or unenforceable provision had not been
included.
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3.
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This
Letter Agreement, including the General Release and the attachment,
represents the entire agreement between you and the Company with respect
to the subject matter hereof.
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Sincerely
yours,
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| /s/ Thomas A Moore | |
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Thomas
A Moore
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Chairman
and CEO
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Advaxis,
Inc.
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Agreed
to and Accepted by:
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/s/
Fred Cobb
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Fred
Cobb
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Date:__________________________
5
GENERAL
RELEASE
I,
Fredrick Cobb, in consideration of and subject to the terms and conditions set
out in the Letter Agreement to which this General Release is attached, and other
good and valuable consideration, do hereby release and forever discharge and
their present and former directors, officers, shareholders, agents,
representatives, employees, successors and assigns (collectively, the “Releases”), from any
and all actions, causes of action, covenants, contracts, claims and demands
whatsoever, which I ever had or now have or which my heirs, executors,
administrators and assigns may have by reason of my employment with or the
severance of my employment from Advaxis.
By
signing this General Release, I am providing a complete waiver of all rights and
claims that may have arisen, whether known or unknown, up until the time this
General Release is signed. This includes, but is not limited to,
claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act
of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act
of 1967 (including the Older Workers Benefit Protection Act), the Americans with
Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family
and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the
New Jersey State Labor Laws, and any common law, public policy, contract
(whether oral or written, express or implied) and tort law, and any other local,
state or federal law, regulation or ordinance having any bearing whatsoever on
the terms and conditions of my employment and the cessation
thereof.
I am
signing this General Release knowingly, voluntarily and with full understanding
of its terms and effects, and I voluntarily accept the payments provided for in
Section A of the Letter Agreement for the purpose of making full and final
waiver and release of all claims referred to above. I acknowledge
that I have not relied on any representations or statements not set forth in the
Letter Agreement or this General Release.
The
Letter Agreement and this General Release will be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to the
conflict of law principles thereof. If any provision in the Letter
Agreement or this General Release is held invalid or unenforceable for any
reason, the remaining provisions shall be construed as if the invalid or
unenforceable provision had not been included.
In
witness hereof, I have executed this General Release this 6th day of
January, 2010.
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/s/
Fred Cobb
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Name
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State
of New Jersey
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ss.:
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County
of ________
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6
On this
_____ day of _________, 2009, before me, a Notary Public of the State of
___________, personally appeared _________________, to me known and known to me
to be the person described and who executed the foregoing release and did then
and there acknowledge to me that s/he voluntarily executed the
same.
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/s/
Rosa A. Szeliga
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Notary
Public
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