exv10w23



 





Exhibit 10.23









	 	 	 
	Mr. Gregor Mirow

Schlossstr. 4

Rißtissen

Germany


	 	Micromet, Inc.

2110 Rutherford Road

Carlsbad, California 92008

	 
	 	 
	 

	 	Phone: (760) 494-4200

Fax: (760) 431-9980

E-mail: info@micromet-inc.com

Internet: www.micromet-inc.com






December 22, 2006




Re: Separation Agreement



Dear Gregor:



This letter sets forth the substance of the separation agreement (the “Agreement”), which Micromet,
Inc. (the “Company”) is offering to you to aid in your employment transition.




     1. Separation. As we have discussed with you, the Company is terminating your employment
without Cause (as defined in the Executive Employment Agreement between you and the Company dated
June 2, 2006, hereafter the “Employment Agreement”), and your last day of work with the Company and
your employment termination date will be March 15, 2007 (the “Separation Date”). Any termination by
you prior to the Separation Date would result in forfeiture of the Severance Benefits detailed
below.



     2. Severance Benefits. Subject to the terms of this Agreement, the Company will pay or grant
you the following severance benefits (the “Severance Benefits”):



     (a) the amount of your base salary for 12 months payable as a lump sum on the Separation Date
(less any payroll withholding and deductions due on such payments);



     (b) a bonus for calendar year 2006 determined by the Company  ́s Compensation Committee in
accordance with the 2006 Management Incentive Compensation Plan payable as a lump sum on the
Separation Date (less any payroll withholding and deductions due on such payments);



 









 










     (c) your base salary for any accrued vacation time from 2006 and pro-rated vacation time in
2007 to the extent you have not taken such vacation time by the Separation Date, payable as a lump
sum on the Separation Date (less any payroll withholding and deductions due on such payments);



     (d) executive-level outplacement services with a firm to be chosen by you from a list of firms
compiled by the Company up to a maximum of fifteen thousand Euros (€15,000). You must use the
outplacement services prior to or within six (6) months after the Separation Date;



     (e) your health insurance and life insurance premiums for a period of 12 months following the
Separation Date at the same level as was paid during the term of the employment under the
Employment Agreement;



     (f) the acceleration of the vesting of all your options per the Separation Date, with an
option exercise period of 12 months from the Separation Date; provided, however, that you agree
that you will not sell during any one-month period in the 12 months following the Separation Date
more than 10% of the shares held by you as of the Separation Date or issuable to you upon exercise
of your options. Any planned and completed sale of shares during such 12-month period will be
notified to the General Counsel of the Company.



     3. No Other Compensation or Benefits. You acknowledge that, except as expressly provided in
this Agreement, you will not receive any additional compensation, severance or benefits after the
Separation Date and that the Severance Benefits of Section 2 replace any severance benefits you may
have been entitled to under the Employment Agreement, any agreement you may have with Micromet AG,
your position as a Vorstand of Micromet AG, or otherwise.



     4. Expense Reimbursements. If you have been issued any Company credit or calling cards, the
Company will cancel these card(s) effective as of the Separation Date. You agree that, within ten
(10) days of the Separation Date, you will submit your final documented expense reimbursement
statement reflecting all business expenses you incurred through the Separation Date, if any, for
which you seek reimbursement. The Company will reimburse you for reasonable business expenses
pursuant to its regular business practice.



     5. Return of Company Property. By the Separation Date, you agree to return to the Company all
Company documents (and all copies thereof) and other Company property that you have had in your
possession at any time, including, but not limited to, Company files, notes, drawings, records,
business plans and forecasts, financial information, specifications, computer-recorded information,
tangible property (including, but not limited to, computers), credit cards, entry cards,
identification badges and keys; and, any materials of any kind that contain or embody any
proprietary or confidential information of the Company (and all reproductions thereof). Please
coordinate return of Company



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documents and property with Christian Neitzel, Director, Human Resources. Receipt of the
Severance Benefits described in Section 2 of this Agreement is expressly conditioned upon return of
all Company Property.




     6. Proprietary Information and Other Continuing Obligations. Both during and after your
employment you acknowledge your continuing obligations under your Employee Invention Assignment and
Confidentiality Agreement and the continuing obligations and restrictive covenants of your
Employment Agreement, including Section 6 of the Employment Agreement, including your obligation
not to use or disclose any confidential or proprietary information of the Company. A copy of your
Employee Invention Assignment and Confidentiality Agreement is attached hereto as Exhibit A. If
you have any doubts as to the scope of these restrictions, you should contact Matthias Alder,
General Counsel, immediately to assess your compliance. As you know, the Company will enforce its
rights under its employment contracts. Please familiarize yourself with the enclosed agreement
that you signed.



     7. Confidentiality. To the extent the terms of this Agreement have not been made public by
the Company, the provisions of this Agreement will be held in strictest confidence by you and will
not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may
disclose this Agreement in confidence to your immediate family; (b) you may disclose this Agreement
in confidence to your attorney, accountant, auditor, tax preparer, and financial advisor; and (c)
you may disclose this Agreement insofar as such disclosure may be required by law.



     8. Nondisparagement. You agree not to disparage the Company, and the Company’s attorneys,
directors, managers, partners, employees, officers, agents and affiliates, and the Company agrees
not to disparage you, in any manner likely to be harmful to the business, business reputation or
personal reputation of the other party; provided that you and the Company will respond accurately
and fully to any question, inquiry or request for information when required by legal process.



     9. Resignation and Release. As a condition to the payment of the Severance Benefits, you
hereby agree to resign as Vorstand of Micromet AG effective as of the Separation Date, and you will
sign a release substantially in the form attached to this Agreement as Exhibit B effective as of
the Separation Date.



     10. Cooperation. Prior to and after the Separation Date, you agree to fully cooperate with
the Company in all matters relating to the transition of your work, files and responsibilities on
behalf of the Company, including, but not limited to, any present, prior or subsequent
relationships, litigation in which the Company is or may become involved, and the orderly transfer
of any such work and institutional knowledge to such other persons as may be designated by the
Company. The Company and you will coordinate the timing of your performance under this Section 10
so as to minimize any interference with your ability to search or interview for or perform a new
job. The Company will



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reimburse any reasonable out-of-pocket expenses you incur in connection with your performance
under this Section 10 for which you provide receipts to the Company. Receipt of the severance
payment described in Section 2 of this Agreement is expressly conditioned upon your compliance with
the terms of this Section 10, provided, however, that such condition will expire and the severance
payment will be unconditional on the first anniversary of the Separation Date; and provided
further, that you will be reimbursed for the time spent on any activities performed by you at the
request of the Company pursuant to this Section 10 after the first anniversary of the Separation
Date on an hourly basis at a rate mutually agreed at the time.




     11. Breach. You agree that upon any material breach of this Agreement you will forfeit all
amounts paid or owing to you under this Agreement. Further, you acknowledge that it may be
impossible to assess the damages caused by your violation of the terms of Sections 6, 7, 8, and 10
of this Agreement and further agree that any threatened or actual violation or breach of those
paragraphs of this Agreement will constitute immediate and irreparable injury to the Company. You
therefore agree that in addition to any and all other damages and remedies available to the Company
upon your breach of this Agreement, the Company will be entitled to an injunction to prevent you
from violating or breaching this Agreement.



     12. Miscellaneous. This Agreement, including Exhibit A and Exhibit B, along with the
surviving provisions of the Employment Agreement, including those set forth in Section 10(c) (other
than Section 6(a)), constitutes the complete, final and exclusive embodiment of the entire
agreement between you and the Company with regard to this subject matter. It is entered into
without reliance on any promise or representation, written or oral, other than those expressly
contained herein, and it supersedes any other such promises, warranties or representations. This
Agreement may not be modified or amended except in a writing signed by both you and a duly
authorized officer of the Company. This Agreement will bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of both you and the
Company, their heirs, successors and assigns. If any provision of this Agreement is determined to
be invalid or unenforceable, in whole or in part, this determination will not affect any other
provision of this Agreement and the provision in question will be modified by the court so as to be
rendered enforceable. This Agreement will be deemed to have been entered into and will be
construed and enforced in accordance with the laws of Germany, as applied to contracts made and to
be performed entirely within Germany.



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If this Agreement is acceptable to you, please sign below and return the original to me.



I wish you good luck in your future endeavors.




Sincerely,




	 	 	 	 	 
	Micromet, Inc.

 	 	 
	By:  	/s/ Christian Itin
 	 	 
	 	Name:  	Christian Itin 	 	 
	 	Title:  	President and CEO 	 	 
	 
	Agreed to and Accepted:

 	 	 
	/s/ Gregor K. Mirow
 	 	 
	Gregor Mirow 	 	 
	 	 	 



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CONSIDERATION PERIOD



I, Gregor Mirow, understand that I have the right to take 21 days to consider whether to sign this
Agreement, which I received on December 22, 2006. If I elect to sign this Agreement before 21 days
have passed, I understand I am to sign and date below this paragraph to confirm that I knowingly
and voluntarily agree to waive the 21-day consideration period.




	 	 	 	 	 
	Agreed:

 	 	 
	/s/ Gregor K. Mirow
 	 	 
	Executive Employee Signature 	 	 
	 
	January 9, 2007 	 
	Date 	 	 
	 




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Exhibit 10.23









Exhibit A




Employee Invention Assignment and Confidentiality Agreement
















 





Exhibit 10.23









Exhibit B




Form of Release




RELEASE AGREEMENT





1. Consideration. I understand that my position with Micromet, Inc. (the “Company”)
terminated effective March 15, 2007 (the “Separation Date”). Company has agreed that if I
choose to sign this Release Agreement (“Release”), Company will pay me certain Severance
Benefits and provide other consideration pursuant to the terms of the Separation Agreement
(the “Agreement”) between myself and Company, and any agreements incorporated therein by
reference. I understand that I am not entitled to such benefits or considerations unless I
sign this Release, and that Severance Benefits will be paid commencing on the first regular
payday following the Effective Date as defined herein, while the insurance premiums pursuant
to Section 2(e) will be paid commencing upon my execution of this Release.




2. General Release. In exchange for the consideration provided to me under the Agreement that
I am not otherwise entitled to receive, I hereby generally and completely release Company and
its present and former directors, officers, employees, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and
assigns from any and all claims, liabilities and obligations, both known or reasonably
knowable, that arise out of or are in any way related to events, acts, conduct, or omissions
occurring prior to my signing this Release. This general release includes, but is not limited
to all claims arising out of or in any way related to my employment with Company or the
termination of that employment. Further, notwithstanding the foregoing, I hereby generally and
completely release Company and its present and former directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary
entities, insurers, affiliates, and assigns from any and all claims, liabilities and
obligations both known and unknown that arise out of or are in any way related to events,
acts, conduct, or omissions occurring prior to my signing this Release. This general release
includes, but is not limited to: (a) all claims related to my compensation or benefits from
Company, including salary, bonuses, commissions, vacation pay, expense reimbursements,
Severance Benefits, fringe benefits, stock, stock options, or any other ownership interests in
Company; (b) all claims for breach of contract, wrongful termination, and breach of the
implied covenant of good faith and fair dealing; (c) all tort claims, including claims for
fraud, defamation, emotional distress, and discharge in violation of public policy; and (d)
all federal, state, and local statutory claims,
including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims
arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as
amended) (“ADEA”), and the California Fair Employment and Housing Act (as amended), and any
corresponding German laws. Notwithstanding the release in the preceding sentence, I am not
releasing (a) any right of indemnification I may have in my capacity as an employee, officer
and/or director of Company pursuant to any express indemnification agreement, (b) any rights I
may have as an owner and/or holder of Company’s common stock and stock options, and (c) any
rights I may have as a beneficiary



 









 







of the D&O insurance obtained by Company as required by the
terms of the Agreement. Excluded from this Release are any claims which cannot be waived by
law. I am waiving, however, my right to any monetary recovery should any agency, such as the
EEOC, pursue any claims on my behalf.




3. ADEA Waiver. I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under the ADEA (“ADEA Waiver”). I also acknowledge that the consideration
given for the ADEA Waiver is in addition to anything of value to which I was already entitled.
I further acknowledge that I have been advised by this writing, as required by the ADEA,
that: (a) my ADEA Waiver does not apply to any rights or claims that arise after the date I
sign this Release; (b) I should consult with an attorney prior to signing this Release; (c) I
have twenty-one (21) days to consider this Release (although I may choose to voluntarily sign
it sooner); (d) I have seven (7) days following the date I sign this Release to revoke the
ADEA Waiver; and (e) the ADEA Waiver will not be effective until the date upon which the
revocation period has expired unexercised, which will be the eighth day after I sign this
Release (“Effective Date”). Nevertheless, my general release of claims, except for the ADEA
Waiver, is effective immediately, and not revocable.




4. Section 1542 Waiver. In giving the general release herein, which includes claims which may
be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the
California Civil Code, which reads as follows:




“A general release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”


To the extent permissible under applicable law, I hereby expressly waive and relinquish all rights
and benefits under that section and any law of any other jurisdiction of similar effect with
respect to my release of any unknown or unsuspected claims herein.




	 	 	 	 	 	 	 	 	 
	Agreed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Micromet, Inc.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	Date:	 	 
	 
	 	 	 	 	 	 
	 
	 	Christian Itin	 	 	 	 	 	 
	 
	 	President and Chief Executive Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	Date:	 	 
	 
	 	 	 	 	 	 
	 
	 	Gregor Mirow