Separation Agreement (2019)Full Document 

Start of Preview

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is made by and between Kenneth M. Bahrt, M.D. (“Employee”) and Outlook Therapeutics, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Employee was employed by the Company;

WHEREAS, Employee signed an Executive Employment Agreement with the Company on or about February 22, 2016 (the “Employment Agreement”);

WHEREAS, Employee signed an Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement with the Company on February 22, 2016 (the “Confidentiality Agreement”);

WHEREAS, Employee is separating from employment with the Company effective April 23, 2019 (the “Separation Date”);

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;

NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

COVENANTS

1. Consideration. In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its terms and conditions, and provided that Employee does not revoke the Agreement under Section 5 below, the Company agrees as follows:

a. Cash Consideration. The Company will make severance payments to Employee in the form of continuation of Employee’s base salary in effect on the Separation Date for the equivalent of twelve (12) months following the Separation Date (the “Salary Continuation”). These payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s ordinary payroll dates, provided that the first payment shall be made on the date that is sixty (60) days following the Separation Date (the “Severance Pay Commencement Date”), provided the Company has received the executed Agreement from Employee on or before that date. On the Severance Pay Commencement Date, the Company will pay in a lump sum the aggregate amount of the Salary Continuation under this Section 1(a) that the Company would have paid Employee through such date had the payments commenced on the Separation Date through the Severance Pay Commencement Date, with the balance paid thereafter on the applicable schedule described above.

b. COBRA. If Employee timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following the Separation Date, then the Company will pay, as and when due to the insurance carrier or COBRA administrator (as applicable), Employee’s COBRA premiums until the earliest of (A) twelve (12) months after the Separation Date (B) the expiration of Employee’s eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then provided Employee remains eligible for reimbursement in accordance with this Section 1(b), in lieu of providing the COBRA premiums, the Company will instead pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the remainder of the COBRA Payment Period. If Employee becomes eligible for coverage under another employer's group health plan through self-employment or otherwise ceases to be eligible for COBRA during the period provided in this clause, Employee must immediately notify the Company

End of Preview