EX-10.49 SEVERANCE AGREEMENT/ SAMUEL MICHINI



 





EXHIBIT 10.49




SEVERANCE AND RELEASE AGREEMENT




In connection with, and based on the circumstances
surrounding, the termination by Inhibitex, Inc.
(the “Company”), effective as of June 30, 2007, of my employment as Vice President, Sales &
Marketing of the Company (the “Termination”) and the termination of the Employment Agreement, dated
February 26, 2007, between the Company and me, as amended (the “Employment Agreement”) as of the
Termination, the Company agrees as follows:



A.      For purposes
of the Employment Agreement, on or before July 31, 2007, I shall be paid all
amounts due pursuant to Section 5(e) of the Employment Agreement, which we agree is $291,900 in the
aggregate, plus a lump sum amount of $20,000, which we agree is equal to the economic equivalent of
the other benefits payable under Section 5(e) of the Employment Agreement, plus my unused accrued
vacation time for 2007 (in each case subject to withholdings).



B.      With respect
to any options to purchase common stock of the Company issued to me pursuant to
the Company’s Amended and Restated 2004 Stock Incentive Plan, may be exercised as to the extent
vested on the June 30, 2007 at any time prior to the earlier of the Expiration Date (as set forth
in the particular option agreement) and three (3) months after June 30, 2007, and any part of the
Option which is not exercised within such period shall thereupon terminate.



C.      With respect
to 20,000 shares of restricted common stock allocated to me pursuant to the
Retention Plan adopted by the Compensation Committee of the Board of Directors of the Company on
September 5, 2006 (as subsequently amended), such restricted stock shall be fully vested and I
shall receive certificates for such shares (subject to withholdings) on or before July 31, 2007.



The benefits described in paragraphs (A) through
(C) above are referred to herein as the “Severance Benefits.”



In consideration of the Severance Benefits,
I agree to this Agreement and to abide by its terms.




	1.	 	I agree not to do or say anything that criticizes or disparages the Company or its
management, practices or products, that disrupts or impairs the Company’s normal, ongoing
business operations, or that harms the Company’s reputation with its employees, customers,
suppliers or the public.
	 
	2.	 	I confirm my obligations and the rights of the Company under Sections 6 through 15 of the
Employment Agreement.
	 
	3.	 	Except for any claims I may have for pension benefits and Severance Benefits (which are not
released by this Agreement), I agree to and do release and forever discharge the Company, any
related or successor corporation or other entity, their benefit plans and programs, and all of
their officers, directors, employees, administrators and trustees (collectively the “Parties
Released by this Agreement”) from any and all losses, expenses, liabilities, claims, rights
and entitlements of every kind and description (collectively referred to as “Claims”), whether
known or unknown, that I have now or may later claim to have against any of the Parties
Released by this Agreement arising out of anything that has occurred up through the date I
sign this Agreement, including, without limitation, any Claims arising out of my employment or
termination of employment with the Company. This release includes, but is not limited to, any
Claims for back pay, reinstatement, personal injuries, breach of contract (express or
implied), breach of any covenant of good faith and fair dealing (express or implied), or for
recovery of any losses or other damages to me or my property based on any alleged violation of
Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq.;
the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621 et
seq.; the Americans With Disabilities Act of 1990, 42 U.S.C. Section 12101
et seq.;






Page 1









 







	 	 	the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001 et
seq.; Family Medical Leave Act or any other federal, state or local statutory or
common law.
	 
	 	 	I acknowledge that I may have sustained or may yet sustain damages, costs or expenses that
are presently unknown and that relate to Claims between me and the Parties Released by this
Agreement. For the purpose of implementing a full and complete release and discharge of the
Parties Released by this Agreement, I expressly acknowledge that, except for the claims I
have expressly reserved, this Agreement is intended to include in its effect, without
limitation, all Claims that I do not know or suspect to exist in my favor at the time I
sign this Agreement, and that this Agreement contemplates the extinguishment of any such
Claim or Claims.
	 
	4.	 	I agree that the Company may terminate my continued eligibility for the Severance Benefits
and immediately recover all such Severance Benefits previously paid to me if I breach the
terms of this Agreement. In addition, I agree to indemnify and hold the Parties Released by
this Agreement harmless from any loss, cost, damage or expense (including attorneys’ fees)
incurred by them arising out of my breach of any portion of this Agreement.





I understand that this Agreement does not limit my or the Company’s rights to enforce this
Agreement or the Employment Agreement. In addition, this Agreement does not waive any rights or
claims that may arise after the date I sign it. Because the arrangements discussed in this
Agreement affect important rights and obligations, I am advised by the Company to consult with an
attorney before I agree to the terms set forth in this Agreement. I understand that I have
twenty-one (21) days from the date I receive this Agreement within which to consider whether I wish
to accept the terms of this Agreement. If I agree to accept and abide by the terms of this
Agreement, I understand that I must sign and date this Agreement in the spaces provided below and
return it to the Company before the expiration of the twenty-one (21) day period.



I understand that this Agreement does not become enforceable until seven (7) days after it is
signed by me and that I can revoke it at any time during those seven days. If I decide to revoke
this Agreement, I will deliver a signed notice of revocation to the Company Representative, Maggie
Feeney, at 9005 Westside Parkway, Alpharetta, GA 30004 before the end of the seven-day period.
Upon delivery of a timely notice of revocation, this Agreement will be null and void and neither
the Company nor I will have any rights or obligations under it.



This Agreement shall be governed by the laws of the State of Georgia, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.



[Remainder of page intentionally left blank]




Page 2









 








I HAVE READ THIS AGREEMENT; I UNDERSTAND ITS TERMS AND CONDITIONS; I HAVE NOT BEEN COERCED INTO
SIGNING THIS AGREEMENT; AND I VOLUNTARILY AGREE TO ABIDE BY ITS TERMS BECAUSE THEY ARE SATISFACTORY
TO ME. NO PROMISE OR INDUCEMENT OF ANY KIND HAS BEEN MADE TO ME BY THE COMPANY OR ANYONE ELSE TO
CAUSE ME TO SIGN THIS AGREEMENT, EXCEPT AS SET FORTH ABOVE. I ACKNOWLEDGE THAT THE SEVERANCE
BENEFITS I WILL RECEIVE AS A RESULT OF SIGNING THIS AGREEMENT ARE ADEQUATE AND THE ONLY
CONSIDERATION FOR THIS AGREEMENT AND ARE PART OF WHICH ARE BENEFITS TO WHICH I WOULD NOT BE
ENTITLED WITHOUT SIGNING THIS AGREEMENT.





	 	 	 
	 
	 	 
	Sam Michini
	 	Date






In exchange for the promises
contained in this Agreement, the Company promises to provide the
Severance Benefits described above.




	 	 	 	 	 	 	 
	By:
	 	 	 	Date:	 	 
	 
	 	 	 	 	 	 
	 
	 	Russ Plumb

CEO	 	 	 	 







Page 3