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Employment Termination Letter Agreements

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Full Doc	2008	Employment Termination Agreement Employment Termination Agreement (8K) Doc #3316386: This document is immediately available for purchase, but does not have a preview available for viewing. 3316386	Olympic Cascade Olympic Cascade Financial Corp. ( Investment Services )
Full Doc	2006	Employment Termination Agreement Employment Termination Agreement (13K) Doc #1133773: This document is immediately available for purchase, but does not have a preview available for viewing. 1133773	WebEx WebEx Communications, Inc. ( Computer Services )
Preview Full Doc	2006	Employment Termination Agreement Employment Termination Agreement (13K) Doc #2662468: Click preview link for longer preview. *EMPLOYMENT TERMINATION AGREEMENT* THIS EMPLOYMENT TERMINATION AGREEMENT, is entered into this 7^th day of December, 2006, (this ï¿½Termination Agreementï¿½) by and between The Centreville National Bank of Maryland (the ï¿½Bankï¿½) and Shore Bancshares, Inc. (ï¿½SHBIï¿½, and with the Bank, collectively, the ï¿½Companiesï¿½) and Daniel T. Cannon (the ï¿½Employeeï¿½). WHEREAS, the Companies and Employee entered into a ï¿½Form of Employment Agreementï¿½, dated November 30, 2000 (the ï¿½Employment Agreementï¿½); and WHEREAS, Employee has announced his intention to retire on or before the . . . 2662468	Shore Bancshares Shore Bancshares, Inc. ( Regional Banks ) As referenced in this Employment Termination Agreement: Shore Bancshares, Inc. – TERMINATION AGREEMENT THIS EMPLOYMENT TERMINATION AGREEMENT, is entered into this 7th day of December, 2006, (this Termination Agreement) by and between The Centreville National Bank of Maryland (the Bank) and Shore Bancshares, Inc. (SHBI, and with the Bank, collectively, the Companies) and Daniel T. Cannon (the Employee). WHEREAS, the Companies and Employee entered into a Form of Employment Agreement, dated November 30, _____________ Shore Bancshares, Inc. – parties set their hands and seals as of the date first above written. ATTEST: The Centreville National Bank of Maryland /s/ Lloyd L. Beatty /s/ Mark M. Freestate Chairman ATTEST: Shore Bancshares, Inc. /s/ Lloyd L. Beatty /s/ Christopher F. Spurry Chairman ATTEST: Shore Bancshares, Inc. /s/ Lloyd L. Beatty /s/ W. Moorhead Vermilye Chief Executive Officer COMPANIES /s/ Jeffrey E. Thompson / _____________ Shore Bancshares, Inc. – ATTEST: The Centreville National Bank of Maryland /s/ Lloyd L. Beatty /s/ Mark M. Freestate Chairman ATTEST: Shore Bancshares, Inc. /s/ Lloyd L. Beatty /s/ Christopher F. Spurry Chairman ATTEST: Shore Bancshares, Inc. /s/ Lloyd L. Beatty /s/ W. Moorhead Vermilye Chief Executive Officer COMPANIES /s/ Jeffrey E. Thompson /s/ Daniel T. Cannon Daniel T. Cannon EMPLOYEE _____________ dt 1673704
Preview Full Doc	2005	Termination Agreement Termination Agreement (4K) Doc #421768: Click preview link for longer preview. TERMINATION AGREEMENT This Termination Agreement (this ï¿½Termination Agreementï¿½), is made and entered into as of March 25, 2005, by and between American Medical Security Group, Inc. (the ï¿½Companyï¿½) and Samuel V. Miller (ï¿½Employeeï¿½). RECITALS WHEREAS, Employee entered into an Employment Agreement with the Company, effective as of September 28, 2000, which was amended on September 28, 2000, January 1, 2004 and September 15, 2004 (as amended, the ï¿½AMS Employment Agreementï¿½). . . . 421768	AMS Group American Medical Security Group Inc. ( Accident & Health Insurance ) As referenced in this Termination Agreement: American Medical Security Group, Inc – DATED AS OF MARCH 25, 2005 Exhibit 99.2 TERMINATION AGREEMENT This Termination Agreement (this Termination Agreement), is made and entered into as of March 25, 2005, by and between American Medical Security Group, Inc . (the Company) and Samuel V. Miller (Employee). RECITALS WHEREAS, Employee entered into an Employment Agreement with the Company, effective as of September 28, 2000, which was amended on September _____________ dt 1389246 ;	PacifiCare PacifiCare Health Systems Inc. ( Healthcare Facilities ) As referenced in this Termination Agreement: PacifiCare Health Systems, Inc – on the Gross-Up Payment. 4. All stock options, restricted stock, restricted stock units or other equity-based awards granted to Employee under any of the equity-based plans of PacifiCare Health Systems, Inc . (collectively, the Awards) shall be canceled, and Employee shall not have any further rights with respect to such Awards. 5. Employee shall comply with the restrictive covenants set forth _____________ dt 1399902
Full Doc	2005	Employment Termination Agreement Employment Termination Agreement (10K) Doc #819107: This document is immediately available for purchase, but does not have a preview available for viewing. 819107	Popular Popular, Inc. ( Regional Banks )
Full Doc	2005	Employment Termination Agreement Employment Termination Agreement (16K) Doc #957060: This document is immediately available for purchase, but does not have a preview available for viewing. 957060
Preview Full Doc	2005	Employment Termination Agreement Employment Termination Agreement (11K) Doc #1026482: Click preview link for longer preview. EMPLOYMENT TERMINATION AGREEMENT This Employment Termination Agreement (ï¿½Agreementï¿½) is made as of July 31 , 2005 by and between Bill Glaser, an individual whose principal address is 31 Union Square West #12A, New York, NY 10003. (ï¿½Glaserï¿½), and Health Sciences Group, Inc., a Delaware corporation (the ï¿½Companyï¿½), with its principal place of business at 6080 Center Drive. Los Angeles, CA 90045 RECITALS WHEREAS, the Company and Glaser entered into that certain Employment Agreement dated as of January 1, 2002 (the ï¿½Employment Agreementï¿½); WHEREAS, the Company and Glaser mutually . . . 1026482	Health Sciences Health Sciences Group, Inc. ( Biotechnology & Drugs ) As referenced in this Employment Termination Agreement: HEALTH SCIENCES GROUP, INC – EXHIBIT 10.52 - EMPLOYMENT TERMINATION AGREEMENT EX-10.52 4 exhibit1052empterm.htm EMPLOYMENT TERMINATION AGREEMENT BETWEEN HEALTH SCIENCES GROUP, INC . AND BILL GLASER Exhibit 10.52 EMPLOYMENT TERMINATION AGREEMENT This Employment Termination Agreement (Agreement) is made as of July 31 , 2005 by and between Bill Glaser, an individual whose _____________ Health Sciences Group, Inc – Agreement) is made as of July 31 , 2005 by and between Bill Glaser, an individual whose principal address is 31 Union Square West #12A, New York, NY 10003. (Glaser), and Health Sciences Group, Inc ., a Delaware corporation (the Company), with its principal place of business at 6080 Center Drive. Los Angeles, CA 90045 RECITALS WHEREAS, the Company and Glaser entered into that certain _____________ Health Sciences Group, Inc – draftsman of this Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 3 WHEREFORE, the parties have executed this Termination Agreement on the date first written above. GLASER ___________________________________ Bill Glaser COMPANY Health Sciences Group, Inc . By: ___________________________________ Name: __________________________________ Title: ___________________________________ 4 EXHIBIT A FORM OF CONSULTING AGREEMENT 5 _____________ dt 1412327
Preview Full Doc	2004	Termination Agreement Termination Agreement (2K) Doc #298697: Click preview link for longer preview. TERMINATION AGREEMENT THIS TERMINATION AGREEMENT effective as of April 20, 2004, by and between Cytomedix, Inc. ("Company") and Kshitij Mohan, Ph.D. ("Consultant"). RECITALS WHEREAS, the Company and the Consultant entered into a Consulting Agreement ("Agreement") effective as of January 1, 2004, whereby the Consultant provided certain services to the Company as provided in such Consulting Agreement; and WHEREAS, the Company and the Consultant have agreed to terms whereby the Consultant shall accept employment as the Company's Chief Executive Officer, as provided in an Employment Agreement of even date herewith; and WHEREAS, the Company and the Consultant have mutually agreed to terminate the Consulting Agreement. NOW, THEREFORE, in consideration of the mutual promises contained 298697	Cytomedix Cytomedix, Inc. ( Commercial Physical & Biological Research ) As referenced in this Termination Agreement: Cytomedix, – 3 {FILENAME}v03132_ex10-2.txt {TEXT} Exhibit 10.2 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT effective as of April 20, 2004, by and between Cytomedix, Inc. ("Company") and Kshitij Mohan, Ph.D. ("Consultant"). RECITALS WHEREAS, the Company and the Consultant entered into a Consulting Agreement ("Agreement") effective _____________ CYTOMEDIX, – Agreement. IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the 20th day of April, 2004. KSHITIJ MOHAN, PH.D ---------------------------------- CYTOMEDIX, INC. By: ------------------------------ Its: ------------------------------ {/TEXT} {/DOCUMENT} _____________ dt 263336 ;	Kshitij Mohan
Preview Full Doc	2004	Termination Agreement Termination Agreement (4K) Doc #320654: Click preview link for longer preview. TERMINATION AGREEMENT This Termination Agreement (the ï¿½Agreementï¿½), dated as of this 25th day of June, 2004, by and between PPD Development, LP, a Texas limited partnership (ï¿½PPD Developmentï¿½), and W. Richard Staub (ï¿½Employeeï¿½). WHEREAS, PPD Development and Employee are parties to that certain Employment Agreement dated May 1, 2002, as amended by (i) that certain Amendment No. 1 to Employment Agreement dated June 1, 2002, (ii) that certain Amendment No. 2 to Employment Agreement dated January 1, 2003, and (iii) that certain Amendment No. 3 to Employment Agreement . . . 320654	PPD Pharmaceutical Product Development Inc. ( Commercial Physical & Biological Research )
Full Doc	2004	Employment Termination Agreement Employment Termination Agreement (8K) Doc #1386314: This document is immediately available for purchase, but does not have a preview available for viewing. 1386314	Tullys Coffee Tullys Coffee Corp
Preview Full Doc	2003	Termination Agreement Termination Agreement (10K) Doc #113466: Click preview link for longer preview. TERMINATION AGREEMENT This TERMINATION AGREEMENT (the "Agreement") is entered into as of this 31st day of December, 2002 by and between MARK D. NIENSTEDT, individually and on behalf of all his successors, heirs, executors, administrators, legal representatives, and assigns (hereinafter referred to collectively as "Nienstedt"), and INSTINET GROUP INCORPORATED, on behalf of its parents, subsidiaries, divisions and affiliates, and their respective predecessors, successors, assigns, representatives, officers, directors, shareholders, agents, employees and attorneys (hereinafter referred to collectively as "Instinet" or the "Company"). WITNESSETH: WHEREAS, Nienstedt entered into an Employment Agreement with Instinet dated April 2, 2001 (the "Initial Employment Agreement"), which provided for Nienstedt to be employed as the Chief Financial Officer of the Company; WHEREAS, in April 2002, the Initial Employment Agreement was amended in part to provide for Nienstedt's appointment as Acting President and Chief Executive Officer of the Company; WHEREAS, Nienstedt and Instinet desire to terminate the Initial Employment Agreement as amended in all respects, to be replaced and superseded by a new and subsequent Employment Agreement (the "New Employment Agreement"), with different terms and conditions governing Nienstedt's relationship with Instinet; WHEREAS, Nienstedt and Instinet have reached agreement with respect to all matters arising out of Nienstedt's Initial Employment Agreement and the termination thereof; NOW, THEREFORE, in consideration of the mutual convenants and undertakings set forth herein, Nienstedt and Instinet agree as follows: 113466	Instinet Group Instinet Group Inc. As referenced in this Termination Agreement: INSTINET GROUP – NIENSTEDT, individually and on behalf of all his successors, heirs, executors, administrators, legal representatives, and assigns (hereinafter referred to collectively as "Nienstedt"), and INSTINET GROUP INCORPORATED, on behalf of its parents, subsidiaries, divisions and affiliates, and their respective predecessors, successors, assigns, representatives, officers, directors, shareholders, agents, employees and _____________ INSTINET GROUP – EXECUTION COPY THE UNDERSIGNED, intending to be legally bound, have executed this Agreement on this 31st day of December, 2002. MARK D. NIENSTEDT INSTINET GROUP INCORPORATED /s/ Mark D. Nienstedt By: /s/ Edward J. Nicoll ------------------------------ -------------------------------- Edward J. Nicoll Chief Executive Officer THIS IS A RELEASE. READ CAREFULLY BEFORE _____________ dt 232176 ;	Mark D. Nienstedt
Preview Full Doc	2003	Termination Agreement Termination Agreement (11K) Doc #131824: Click preview link for longer preview. 31 October 2002 Adnan Omar Villa No 13, Bin Himd Residential Compound Kayyal Street Rawdah District Jeddah, Western Province Saudi Arabia 21411 TERMINATION AGREEMENT Dear Adnan, This letter agreement (this "AGREEMENT") sets forth the terms of your termination from employment as advisor to the Chairman and CEO of FLAG Telecom Group Limited and as President of FLAG Telecom Development Services Company LLC, both limited companies organized under the laws of Bermuda and Egypt respectively (hereinafter collectively referred to as the "COMPANY"). 1. RESIGNATION Effective as of November 1, 2002, (the "TERMINATION DATE"), you will cease to be an employee of the Company and its subsidiaries (collectively, the "COMPANIES"). By signing this Agreement, you hereby resign as of the Termination Date as a director of the Company, as a director of any of the other Companies for which you are then serving as a director, and from every other capacity in which you serve the Companies, including, if applicable, as an officer or employee. 2. SEVERANCE BENEFITS (a) Your termination of employment hereunder shall be treated as a termination without Cause under your "Amended Employment Agreement" (hereinafter, the "EMPLOYMENT AGREEMENT"); provided, however, your right to receive payments and benefits as a 131824	Adnan Omar; FLAG Telecom Development Services Company LLC;	FLAG Telecom Group Ltd.
Preview Full Doc	2003	Termination Agreement Termination Agreement (91K) Doc #138618: Click preview link for longer preview. TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 21st day of March, 2003, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at 7000 Fannin, Houston, Texas 77030 (hereinafter referred to as the "Company"), and Bruce D. Given, M.D. (hereinafter referred to as the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive in an executive capacity and the Executive desires to enter the Company's employ; and WHEREAS, the Company and the Executive entered into an Executive Employment Agreement dated March 21, 2002, which the parties desire to replace with this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms have the meanings prescribed below: 1999 Plan shall have the meaning assigned thereto in Section 4.8(c) hereof. AAA shall have the meaning assigned thereto in Section 13.13 hereof. Affiliate is used in this Agreement to define a relationship to a person or entity and means a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. Agreement shall have the meaning assigned thereto in the preamble. Annual Bonus shall have the meaning assigned thereto in Section 4.2 hereof. Base Salary shall have the meaning assigned thereto in Section 4.1 hereof. Beneficial Owner shall have the meaning assigned thereto in Rule 13(d)-3 under the Exchange Act; provided, however, and without limitation, that any individual, corporation, partnership, group, association or other person or entity that has the right to acquire any Voting Stock at any time in the future, whether such right is (a) contingent or absolute or (b) exercisable presently or at any time in the future, pursuant to any agreement or understanding {PAGE} or upon the exercise or conversion of rights, options or warrants, or otherwise, shall be the Beneficial Owner of such Voting Stock. Board means the Board of Directors of the Company. Bonus Payment shall have the meaning assigned thereto in Section 11.2 hereof. Cause shall have the meaning assigned thereto in Section 5.3 hereof. Change in Control of the Company shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall occur: (a) any "person" (as defined in section 3(a)(9) of the Exchange Act, and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (b) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holder of securities under an employee benefit plan of the Company, at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following 138618	Texas Biotechnology Corporation; Bruce D. Given;	Encysive Pharmaceuticals Inc.
Preview Full Doc	2003	Termination Agreement Termination Agreement (82K) Doc #138619: Click preview link for longer preview. TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 17th day of March, 2003, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at 7000 Fannin, Houston, Texas 77030 (hereinafter referred to as the "Company"), and Richard A. F. Dixon, Ph.D. (hereinafter referred to as the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive in an executive capacity and the Executive desires to enter the Company's employ; and WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement dated July 15, 1990, which the parties desire to replace with this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms have the meanings prescribed below: AAA shall have the meaning assigned thereto in Section 13.13 hereof Affiliate is used in this Agreement to define a relationship to a person or entity and means a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. Agreement shall have the meaning assigned thereto in the preamble. Annual Bonus shall have the meaning assigned thereto in Section 4.2 hereof. Base Salary shall have the meaning assigned thereto in Section 4.1 hereof. Beneficial Owner shall have the meaning assigned thereto in Rule 13(d)-3 under the Exchange Act; provided, however, and without limitation, that any individual, corporation, partnership, group, association or other person or entity that has the right to acquire any Voting Stock at any time in the future, whether such right is (a) contingent or absolute or (b) exercisable presently or at any time in the future, pursuant to any agreement or understanding or upon the exercise or conversion of rights, options or warrants, or otherwise, shall be the Beneficial Owner of such Voting Stock. 138619	Texas Biotechnology Corporation; Richard A. F. Dixon;	Encysive Pharmaceuticals Inc.
Preview Full Doc	2003	Termination Agreement Termination Agreement (72K) Doc #138620: Click preview link for longer preview. TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 20th day of March, 2003, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at 7000 Fannin, Houston, Texas 77030 (hereinafter referred to as the "Company"), and Stephen L. Mueller (hereinafter referred to as the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive in an executive capacity and the Executive desires to enter the Company's employ. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms have the meanings prescribed below: AAA shall have the meaning assigned thereto in Section 12.13 hereof Affiliate is used in this Agreement to define a relationship to a person or entity and means a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. Agreement shall have the meaning assigned thereto in the preamble. Annual Bonus shall have the meaning assigned thereto in Section 4.2 hereof. Base Salary shall have the meaning assigned thereto in Section 4.1 hereof. Board means the Board of Directors of the Company. Bonus Payment shall have the meaning assigned thereto in Section 11.2 hereof. Cause shall have the meaning assigned thereto in Section 5.3 hereof. Change in Control of the Company shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall occur: (a) any "person" (as defined in section 3(a)(9) of the Exchange Act, and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding the Company or any of 138620	Texas Biotechnology Corporation; Stephen L. Mueller;	Encysive Pharmaceuticals Inc.
Preview Full Doc	2003	Termination Agreement [Form] Termination Agreement [Form] (35K) Doc #138621: Click preview link for longer preview. TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this ___ day of _____ by and between Texas Biotechnology Corporation, a Delaware corporation with its principal office at 7000 Fannin, Houston, Texas 77030 (the "Company"), and ______________ (the "Executive"). R E C I T A L S A. The Company desires to enter into an agreement with the Executive whereby severance benefits will be paid to the Executive on a change in control of the Company and consequent actual or constructive termination of the Executive's employment. B. This Agreement sets forth the severance benefits that the Company agrees that it will pay to the Executive if the Executive's employment with the Company terminates under one of the circumstances described herein following a change in control of the Company. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties hereto agree as follows: 1. Term of Agreement. This Agreement shall be effective immediately on the date hereof and shall continue in effect through _____; provided, however, that commencing on _____ and each _____ thereafter, the term of this Agreement shall automatically be extended for one additional year unless not later than _____ of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, that notwithstanding any such notice by the Company not to extend, this Agreement shall automatically be extended for 24 months beyond the term provided herein if a Change in Control (as defined in Section 3 hereof) has occurred during the term of this Agreement. 2. Effect on Employment Rights. This Agreement is not part of any employment agreement that the Company and the Executive may have entered. Nothing in this Agreement shall confer upon the Executive any right to continue in the employ of the Company or interfere with or restrict in any way the rights of the Company, which are hereby expressly reserved, to terminate the Executive for any reason, with or without cause. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a potential Change in Control of the Company (as defined below), the Executive will remain in the employ of the Company during the pendency of any such potential Change in Control and for a period of one year after the occurrence of an actual Change in Control. For this purpose, a "potential Change in Control of the Company" shall be deemed to have occurred if (a) the Company enters into an agreement the consummation of which would result in the occurrence of a Change in Control, (b) any person (including the Company) publicly announces an intention to take or consider taking action which if consummated would constitute a Change 138621	Texas Biotechnology Corporation;	Encysive Pharmaceuticals Inc.
Preview Full Doc	2003	Termination Agreement Termination Agreement (3K) Doc #169953: Click preview link for longer preview. [CR Termination Agreement] Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 As of October 15, 2003 Mr. Charles F. Ryan III 2312 Lorenzo Drive Los Angeles, CA 90068 Dear Mr. Ryan: This letter confirms that effective as of the date hereof, you have resigned as the Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Billy Dead Inc. (the "Company") but are remaining as a director of the Company and are continuing to serve as a member of the Audit Committee of the Board. 169953	Charles F. Ryan, III; Peter Fuhrman; Peter Read;	Julie Lynn; Billy Dead Inc.
Preview Full Doc	2003	Termination Agreement Termination Agreement (53K) Doc #172541: Click preview link for longer preview. FLAG TELECOM GROUP LIMITED October 10, 2002 Andres Bande 55 Park Lane London W1A 3HJ United Kingdom TERMINATION AGREEMENT Dear Andres: This letter agreement (this "AGREEMENT") sets forth the terms of your termination from employment as Chairman and Chief Executive Officer of FLAG Telecom Group Limited, a limited company organized under the laws of Bermuda (the "COMPANY"). This Agreement shall be signed simultaneously with the U.K. Compromise Agreement attached hereto as Attachment 4 (the "U.K. AGREEMENT"). 1. RESIGNATION (a) Effective as of the first day following the "Effective Date," as defined in FLAG's Third Amended and Restated Joint Plan of Reorganization (the "PLAN"), (hereinafter, the "EFFECTIVE DATE," and such first day following the Effective Date, the "TERMINATION DATE"), you will cease to be an employee of the Company and its subsidiaries (collectively, the "COMPANIES"), the Chairman and Chief Executive Officer of the Company, and an officer of any of the Companies. By signing this Agreement, you hereby resign as of the Termination Date as a director of the Company, as a director of any of the other Companies for which you are then serving as a director, and from every other capacity in which you serve the Companies, including, if applicable, as an officer or employee. (b) During the period beginning on the Termination Date and ending on December 31, 2002 (the "CONSULTING PERIOD"), you shall serve as a consultant to the Company, reporting exclusively to the Board of Directors of the Company (the "BOARD") and the acting or actual Chief Executive Officer of the Company (the "CEO"), on matters related to the Company's emergence from bankruptcy and the transition to new management of the Company. These duties shall at all times be commensurate with your status as the former Chairman and Chief Executive Officer of the Company. Your duties as a consultant shall be performed upon reasonable advance notice at such times and at such locations as shall reasonably be acceptable to you and the Board and/or the CEO; PROVIDED, HOWEVER, that you shall not be required to consult for more than thirty hours (exclusive of travel) and travel for more than thirty hours in any thirty-day period in the Consulting Period. For purposes hereof, your consulting time {Page} hereunder shall be measured in increments of two (2) hours, such that, in any day in which you perform consulting services at the Company's request, your actual consulting time shall be rounded up to the nearest even whole number of hours. For example, if you actually consult for a total of three (3) hours in a given day, your consulting time hereunder would equal four (4) hours for that day. In addition, in any day in which you travel on Company business for eight (8) hours or less, but for at least four (4) hours, or in which you are away on travel from your primary residence, your travel time hereunder shall equal eight (8) hours for that day. For the avoidance of doubt, in any day in which you travel for more than eight (8) hours, your travel time hereunder for that day shall equal your actual travel time. The Consulting Period shall not be extended without your prior written consent. You shall have no power to bind the Company in contractual or other matters during the Consulting Period, and you shall not hold yourself out as having such authority. (c) In consideration for your services as a consultant hereunder during the Consulting Period, subject to your not revoking your waiver of rights under ADEA as described in Section 4 below and your re-executing the U.K. Agreement and executing the form of release attached as Attachment 3 hereto on the date the Consulting Period expires, the Company shall pay to you $350,000 (the "CONSULTING FEE") in U.S. dollars in same day funds on January 2, 2003, unless the Board determines in good faith and after prior notice to you and opportunity to be heard that you have failed to perform in a material respect your duties as a consultant. You shall in no event have failed to perform in a material respect your duties as a consultant unless you have received prompt notice of and a reasonable opportunity to cure the circumstances on which such determination is based. Except as specifically provided in this Agreement, including, without limitation, with respect to the medical insurance coverage continuation described in Section 2(f) below, during the Consulting Period, you shall not be paid or provided any compensation or benefits other than the Consulting Fee. (d) During the Consulting Period, the Company shall promptly reimburse you for reasonable costs and expenses incurred by you in the performance of your duties as a consultant, including, without limitation, for travel and accommodations in accordance with the Company travel reimbursement practices applicable to the CEO, subject to the presentation to the Company of reasonable written documentation of such costs and expenses in accordance with the Company's policies applicable to such reimbursement, it being understood that you shall travel first class and be eligible for first class accommodations unless other rules apply to the CEO, in which case you shall travel business class except on flights of six hours or longer on which first class travel shall be permitted. To facilitate your performance of consulting services hereunder, the Company agrees to purchase airline tickets in connection with such travel and, upon request, to advance you other reasonable travel costs and expenses. Aside from travel which you are required to do to perform your duties hereunder, you shall not incur any expenses hereunder in excess of $1,000 in the aggregate without first obtaining approval from the Company. 2. SEVERANCE BENEFITS (a) Your termination of employment hereunder shall be treated as a termination without Cause under your "Executive Employment Agreement," as defined in the Plan (hereinafter, the "EMPLOYMENT AGREEMENT"); provided, however, your right to receive 172541	Shearman Shearman & Sterling ( Legal ) As referenced in this Termination Agreement: Shearman & Sterling – and expenses of the Company associated with such coverage. (h) The Company shall pay to Shearman & Sterling legal expenses up to $15,000 in connection with the negotiation and preparation hereof and dt 33689 ; Andres Bande;	Flag Telecom Group Ltd.
Preview Full Doc	2003	Termination Agreement Termination Agreement (88K) Doc #302130: Click preview link for longer preview. TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 10th day of September, 2003, by and between Encysive Pharmaceuticals Inc., a Delaware corporation having its principal executive office at 6700 West Loop South, Suite 400, Bellaire, Texas 77401 (hereinafter referred to as the "Company"), and Terrance C. Coyne, M.D. (hereinafter referred to as the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive in an executive capacity and the Executive desires to enter the Company's employ. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms have the meanings prescribed below: AAA shall have the meaning assigned thereto in Section 13.13 hereof Affiliate is used in this Agreement to define a relationship to a person or entity and means a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. Agreement shall have the meaning assigned thereto in the preamble. Annual Bonus shall have the meaning assigned thereto in Section 4.2 hereof. Base Salary shall have the meaning assigned thereto in Section 4.1 hereof. Board means the Board of Directors of the Company. Bonus Payment shall have the meaning assigned thereto in Section 11.2 hereof. Cause shall have the meaning assigned thereto in Section 5.3 hereof. Change in Control of the Company shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall occur: (a) any "person" (as defined in section 3(a)(9) of the Exchange Act, and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by stockholders of {PAGE} the Company in substantially the same proportions as their ownership of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (b) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holder of securities under an employee benefit plan of the Company, at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which, in the judgment of the Compensation Committee of the Board, the holders of the Common Stock, immediately prior to such transaction or series of transactions continue to have the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately prior to such transaction or series of transactions. Except during a Potential Change in Control of the Company, the Board may (i) deem any other corporate event affecting the Company (other than those described in clauses (a)-(d) of this definition) to be a "Change in Control," and (ii) may amend this definition of "Change in Control" in connection with an identical amendment being made to termination agreements entered into by the Company and all of its senior executive officers. Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated by the Internal Revenue Service thereunder, all as in effect from time to time during the Employment Period. Common Stock means the Company's common stock, par value $.05 per share. 2 {PAGE} Company means Encysive Pharmaceuticals Inc., a Delaware corporation, the principal executive office of which is located at 6700 West Loop South, Suite 400, Bellaire, Texas 77401. Competing Business means any individual, business, firm, company, partnership, joint venture, organization, or other entity that markets or has entered clinical development of any product addressing the same disease target as a product discovered by, or licensed to, the Company which is either (i) in Phase III of clinical development, (ii) pending approval at U.S. Food & Drug Administration or (iii) marketed by the Company or its licensee. Confidential Information shall have the meaning assigned thereto in Section 8.2 hereof. Date of Termination means the earliest to occur of (i) the date of the Executive's death or (ii) the date of receipt of the Notice of Termination, or 302130	Encysive Pharma Encysive Pharmaceuticals, Inc. ( Pharmaceutical Preparations ) As referenced in this Termination Agreement: Encysive Pharmaceuticals – 99.2 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 10th day of September, 2003, by and between Encysive Pharmaceuticals Inc., a Delaware corporation having its principal executive office at 6700 West Loop South, Suite 400, Bellaire, Texas 77401 (hereinafter referred to as _____________ Encysive Pharmaceuticals – to time during the Employment Period. Common Stock means the Company's common stock, par value $.05 per share. 2 {PAGE} Company means Encysive Pharmaceuticals Inc., a Delaware corporation, the principal executive office of which is located at 6700 West Loop South, Suite 400, Bellaire, Texas 77401. Competing _____________ Encysive Pharmaceuticals – as follows (provided that notice of change of address shall be deemed given only when received): 20 {PAGE} If to the Company to: Encysive Pharmaceuticals Inc. 6700 West Loop South, Suite 400 Bellaire, Texas 77401 Attention: Chief Executive Officer Facsimile No.: (713) 782-8232 If to the Executive _____________ Encysive Pharmaceuticals – Suite 400 Bellaire, Texas 77401 Attention: Chief Executive Officer Facsimile No.: (713) 782-8232 If to the Executive to: Dr. Terence C. Coyne Encysive Pharmaceuticals Inc. 6700 West Loop South, Suite 400 Bellaire, Texas 77401 Facsimile No.: (713) 782-8232 or to such other names or addresses as _____________ Encysive Pharmaceuticals – 24 {PAGE} IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above. Encysive Pharmaceuticals Inc. By: /s/ Bruce D. Given, M.D. -------------------------------------- Bruce D. Given, M.D., President and Chief Executive Officer Executive: By: /s/ Terrance C. _____________ dt 271654
Preview Full Doc	2003	Termination Agreement Termination Agreement (89K) Doc #302131: Click preview link for longer preview. TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into this 2nd day of June, 2003, by and between Texas Biotechnology Corporation, a Delaware corporation having its principal executive office at 6700 West Loop South, Suite 400, Bellaire, Texas 77401 (hereinafter referred to as the "Company"), and Derek J. Maetzold (hereinafter referred to as the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to employ the Executive in an executive capacity and the Executive desires to enter the Company's employ. NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms have the meanings prescribed below: AAA shall have the meaning assigned thereto in Section 13.13 hereof Affiliate is used in this Agreement to define a relationship to a person or entity and means a person or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person or entity. Agreement shall have the meaning assigned thereto in the preamble. Annual Bonus shall have the meaning assigned thereto in Section 4.2 hereof. Base Salary shall have the meaning assigned thereto in Section 4.1 hereof. Board means the Board of Directors of the Company. Bonus Payment shall have the meaning assigned thereto in Section 11.2 hereof. Cause shall have the meaning assigned thereto in Section 5.3 hereof. Change in Control of the Company shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall occur: (a) any "person" (as defined in section 3(a)(9) of the Exchange Act, and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by stockholders of {PAGE} the Company in substantially the same proportions as their ownership of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (b) during any period of not more than two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this definition) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (c) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holder of securities under an employee benefit plan of the Company, at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. Notwithstanding the foregoing, no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which, in the judgment of the Compensation Committee of the Board, the holders of the Common Stock, immediately prior to such transaction or series of transactions continue to have the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately prior to such transaction or series of transactions. Except during a Potential Change in Control of the Company, the Board may (i) deem any other corporate event affecting the Company (other than those described in clauses (a)-(d) of this definition) to be a "Change in Control," and (ii) may amend this definition of "Change in Control" in connection with an identical amendment being made to termination agreements entered into by the Company and all of its senior executive officers. Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated by the Internal Revenue Service thereunder, all as in effect from time to time during the Employment Period. Common Stock means the Company's common stock, par value $.05 per share. 2 {PAGE} Company means Texas Biotechnology Corporation, a Delaware corporation, the principal executive office of which is located at 6700 West Loop South, Suite 400, Bellaire, Texas 77401. Competing Business means any individual, business, firm, company, partnership, joint venture, organization, or other entity that markets or has entered clinical development of any product addressing the same disease target as a product discovered by, or licensed to, the Company which is either (i) in Phase III of clinical development, (ii) pending approval at U.S. Food & Drug Administration or (iii) marketed by the Company or its licensee. Confidential Information shall have the meaning assigned thereto in Section 8.2 hereof. Date of Termination means the earliest to occur of (i) the date of the Executive's death or (ii) the date of receipt of the Notice of Termination, or 302131	Encysive Pharma Encysive Pharmaceuticals, Inc. ( Pharmaceutical Preparations ) As referenced in this Termination Agreement: Encysive Pharmaceuticals – as follows (provided that notice of change of address shall be deemed given only when received): 20 {PAGE} If to the Company to: Encysive Pharmaceuticals Inc. 6700 West Loop South, Suite 400 Bellaire, Texas 77401 Attention: Chief Executive Officer Facsimile No.: (713) 782-8232 If to the Executive _____________ Encysive Pharmaceuticals – South, Suite 400 Bellaire, Texas 77401 Attention: Chief Executive Officer Facsimile No.: (713) 782-8232 If to the Executive to: Derek J. Maetzold Encysive Pharmaceuticals Inc. 6700 West Loop South, Suite 400 Bellaire, Texas 77401 Facsimile No.: (713) 782-8232 or to such other names or addresses as _____________ Encysive Pharmaceuticals – 24 {PAGE} IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above. Encysive Pharmaceuticals Inc. By: /s/ Bruce D. Given, M.D. ------------------------------------- Bruce D. Given, M.D., President and Chief Executive Officer Executive: By: Derek J. Maetzold ------------------------------------- _____________ dt 271655 ; Texas Biotechnology Corporation;	Derek J. Maetzold

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