SEPARATION AGREEMENT AND RELEASE OF CLAIMS
This Separation Agreement and Release of Claims (the “Agreement”) is made as of the Effective Date (as defined below) between Idera Pharmaceuticals, Inc. (the “Company”) and Sudhir Agrawal (“Executive”) (together, the “Parties”).
WHEREAS, the Company and Executive are parties to the Employment Agreement dated as of October 19, 2005, as amended December 17, 2008 and December 1, 2014 (together, the “Employment Agreement”), under which Executive currently serves as President of Research of the Company;
WHEREAS, Executive joined the Company as a founding scientist in 1990 and has served in various leadership roles at the Company since then;
WHEREAS, the Parties have decided to end their employment relationship resulting in the Separation of the Executive from the Company and wish to establish mutually agreeable terms for Executive’s orderly transition and separation from the Company effective on the Separation Date (as defined below); and
WHEREAS, the Parties agree that the payments, benefits and rights set forth in this Agreement shall be the exclusive payments, benefits and rights due Executive with respect to his Separation of employment from the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
Separation Date; Post-Employment Arrangement –
(a) Executive’s effective date of separation from employment with the Company as a result of his Separation will be May 31, 2017 (the “Separation Date”). Executive hereby resigns, as of the Separation Date, from his employment with the Company and as an officer and a member of the board of directors of the Company. Executive agrees to execute and deliver any documents reasonably necessary to effectuate such resignation, including a letter of resignation to the chairman of the board of directors of the Company, provided that nothing in any such document is inconsistent with any terms set forth in this Agreement. As of the Separation Date, all salary payments from the Company will cease, and any benefits Executive had as of the Separation Date under Company-provided benefit plans, programs, or practices will terminate, except as required by federal or state law or as otherwise specifically set forth in this Agreement.
(b) Upon the Separation Date, the Company and Executive shall enter into a consulting agreement in the form attached to this Agreement as Attachment A (the “Scientific Advisor Agreement”).
(c) Within thirty (30) days following the Separation Date, the Company shall pay to Executive in one lump sum an amount equal to the sum of (i) any salary earned by
Executive through the Separation Date but not previously paid, and (ii) reimbursement of any reimbursable expenses incurred by Executive through the Separation Date but not previously reimbursed, less all applicable taxes and withholdings.
Severance Benefits – In return for Executive’s execution of this Agreement as set forth in Section 15 below and not revoking this Agreement, and subject to Executive’s compliance with all terms hereof, the Company will provide Executive with the following severance benefits (the “Severance Benefits”):
(a) Salary Continuation – Commencing with the first regular payroll date after the Separation Date (the “Payment Commencement Date”), the Company will, for the period beginning on the Payment Commencement Date and ending on May 31, 2019 (the “Severance Period”), provide Executive with severance pay in the form of salary continuation payments at Executive’s current annualized base salary rate of five hundred eighty eight thousand one hundred dollars ($588,100), less all applicable taxes and withholdings, and in accordance with the Company’s regular payroll practices.
(b) Group Health Insurance – Provided the Executive is eligible for and timely elects to continue receiving group health and dental insurance under the law known as “COBRA”, the Company will pay on Executive’s behalf, until the earliest of (x) the last day of the Severance Period, (y) the date that Executive is no longer eligible for COBRA continuation coverage, and (z) the end of the calendar month in which Executive becomes eligible to enroll in group health insurance through another employer (as applicable, the “COBRA Contribution Period”), the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage. Should Executive cease during the Severance Period to be eligible to continue receiving group health insurance under COBRA for reasons other than becoming enrolled in another employer’s group health plan, the Company shall provide Executive with an additional monthly payment in an amount equal to the monthly employer premium paid during the final month of his COBRA continuation coverage until the earlier of (x) the last day of the Severance Period and (y) the end of the calendar month in which Executive becomes eligible to enroll in group health or dental insurance coverage under another employer’s benefit plan(s), as applicable. For the avoidance of doubt, the Company’s assistance with health coverage costs shall in no event extend beyond the Severance Period. Executive shall immediately inform the Company in writing if he becomes eligible to enroll in group health and/or dental insurance through another employer prior to the end of the Severance Period.