EX-10.46 SEVERANCE AGREEMENT



 





EXHIBIT 10.46




SEVERANCE AND RELEASE AGREEMENT




In connection with, and based on the circumstances surrounding, the termination by Inhibitex, Inc.
(the “Company”), effective as of December 30, 2006, of my employment as President and Chief
Executive Officer of the Company (the “Termination”) and the termination of the Employment
Agreement, dated February 20, 2004, 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 March 1, 2007, I shall be paid all
amounts due pursuant to Section 5(d)(i) of the Employment Agreement, which we agree is $983,500 in the
aggregate, plus a lump sum amount of $67,000, which we agree is equal to the economic equivalent of
the other benefits payable under Section 5(d) of the Employment Agreement, plus my unused accrued
vacation time for 2006 (in each case subject to withholdings). I shall not be entitled to any Gross-up
Payment as such term is defined in the Employment Agreement.



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, vesting of such options shall accelerate
with respect to the unvested portion of any of such options as of the date hereof. Set forth on Schedule
A hereto is a listing of all my outstanding options.



C. With respect to 153,982 shares of restricted common stock allocated to me and cash in the
amount of $118,000 to be paid pursuant to the Retention Plan adopted by the Compensation Committee of the
Board of Directors of the Company on April 24, 2006 (as subsequently amended), such restricted stock and
the cash amount shall be fully vested and I shall receive a payment of $118,000 and certificates for
such shares (subject to withholdings) on or before March 1, 2007.



D. For purposes of the amendment dated September 5, 2006 of certain stock option agreements between
the Company and me, the exercise period with respect to each of the stock options shall be extended
until the later of December 30, 2009 and the stated expiration date of such stock option.



The benefits described in paragraphs (A) through (D) 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,




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	 	 	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.; 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 Seveance 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.


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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.



	 	 	 	 	 
	

	 	 	 	1/2/07
	 

William D. Johnston, Ph. D.

	 	 	 	Date






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



	 	 	 	 	 	 	 
	By:

	 	
	 	 	 	Date: 1/2/07
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







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