Exhibit 10.15


 


SEPARATION AND MUTUAL
RELEASE AGREEMENT


 


THIS SEPARATION AND MUTUAL RELEASE AGREEMENT (this “Agreement”)
is entered into by and among DR. ROBERT F. BURNS (the “Executive”), with an
address at The Garden House, Red Copse Lane, Boars Hill, Oxford, OX1 5ER,
United Kingdom; and CELLDEX THERAPEUTICS, INC. (the “Employer”), with its
principal place of business located at 222 Cameron Drive, Suite 400,
Phillipsburg, New Jersey 08865, and together with its parents, divisions,
affiliates, and subsidiaries and their respective officers, directors,
employees, shareholders, members, partners, plan administrators, attorneys, and
agents, as well as any predecessors, future successors or assigns or estates of
any of the foregoing (collectively referred to herein as the “Company”).


 


RECITALS


 


A.            The Executive is employed by the
Employer pursuant to an Employment Agreement dated January 17, 2006 (the “Employment
Agreement”), serving as the Employer’s President and Chief Executive Officer;


 


B.            By mutual agreement of the
Executive and the Employer, the Executive’s employment will terminate,
effective the close of business February 15, 2008 (the “Separation Date”);
and


 


C.            The Executive and the Employer
(collectively referred to herein as the “Parties”) believe it to be in their
respective best interests to enter into this Agreement to set forth the terms
of their respective rights and obligations relating to the Executive’s
separation from the Employer.


 


AGREEMENT


 


1.             Separation of Employment.  Except as otherwise provided herein, the
Parties agree that the Employment Agreement, and Executive’s employment by the
Company, shall be terminated as of the Separation Date.  Executive further acknowledges and
understands that Executive’s last day of employment with Employer is the
Separation Date and that Executive has received all compensation and benefits
to which Executive is entitled under the Employment Agreement or otherwise as a
result of Executive’s employment with Employer, except as otherwise provided in
this Agreement.  Executive understands
that, except as otherwise provided in this Agreement, Executive is entitled to
nothing further from Company (whether arising under the Employment Agreement or
otherwise), including reinstatement by Employer.


 


2.             Transition Period.  During the period beginning on the day after
Executive’s execution and delivery of this Separation Agreement to Employer and
ending on the Separation Date (the “Transition Period”), Executive shall not be
required to render services to Employer on the Employer’s premises or
otherwise; provided, however, Executive shall hold himself available to consult
with Employer by telephone at reasonable times during the Transition
Period.  During the Transition Period,
subject to Executive’s compliance with the preceding sentence and the other
terms of this Agreement, Executive shall remain on Employer’ payroll, shall be
paid base salary (at the rate in effect immediately prior to the Transition
Period) in accordance with Employer’s customary payroll practices, and shall be
entitled to participate in Employer’ then-current


 

















 


benefit plans and
programs to the extent and on the same basis that Executive participated in
such plans and programs prior to the Transition Period.


 


3.             Mutual Releases.


 


(A)          In consideration of the payments and other compensation set
forth below in Section 5, and the release provided by Employer below in Section 3.(B),
Executive hereby releases, waives, discharges and gives up any and all Claims
(as defined below) that Executive may have against Company, arising on or prior
to Executive’s execution and delivery of this Agreement to Employer.  “Claims” means any and all actions, charges,
controversies, demands, causes of action, suits, rights, and/or claims
whatsoever for debts, sums of money, wages, salary, severance pay, commissions,
bonuses, incentive compensation, unvested stock options, restricted stock
awards, vacation pay, sick pay, expense reimbursement, fees and costs,
attorneys fees, losses, penalties, damages, including damages for pain and
suffering and emotional harm, arising, directly or indirectly, out of any
promise, agreement (including, without limitation, the Employment Agreement),
offer letter, contract, understanding, common law, tort, the laws, statutes,
and/or regulations of the State of New Jersey or any other state and the United
States, including, but not limited to, federal and state wage and hour laws,
federal and state whistleblower laws, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with
Disabilities Act, the Family and Medical Leave Act, the Employment Retirement
Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment
Assistance Act, the Fair Credit Reporting Act, the Fair Labor Standards Act,
the Age Discrimination in Employment Act (“ADEA”), OSHA, the Sarbanes-Oxley Act
of 2002, the New Jersey Law Against Discrimination, the New Jersey Family Leave
Act, the New Jersey Conscientious Employee Protection Act, and the New Jersey
Civil Rights Act, as each may be amended from time to time, as well as any and
all laws of the United Kingdom, whether arising directly or indirectly from any
act or omission, whether intentional or unintentional.  This releases all Claims including those of
which Executive is not aware and those not mentioned in this Agreement.
Executive specifically releases any and all Claims arising out the Employment
Agreement, Executive’s employment with Employer, and/or the termination thereof
or therefrom.  Nothing in this Agreement
shall preclude Executive from:  (A) participating
in any manner in an investigation, hearing or proceeding conducted by the Equal
Employment Opportunity Commission, but Executive hereby waives any and all
rights to recover under, or by virtue of, any such investigation, hearing or
proceeding; (B) exercising Executive’s rights, if any, under Section 601-608
of the Employee Retirement Income Security Act of 1974, as amended, popularly
known as COBRA; or (C) subject to the terms and conditions set forth below
in Section 5.(E), exercising Executive’s vested options.


 


(B)          In consideration of the release provided by Executive in Section 3.(A) above,
Employer hereby releases, waives, discharges and gives up any and all rights
which it may have against Executive arising out of Executive’s employment or
the termination thereof or the circumstances related thereto, or by reason of
any other matter, cause or thing whatsoever arising on or prior to Employer’s
execution of this Agreement. 
Notwithstanding the foregoing, nothing herein shall be deemed to release
Executive from any of Executive’s acts or omissions involving or arising from
fraud, deceit or theft, or from any and all actions and claims by Company
against Executive for contribution and/or indemnification of any action or
claim brought by any third party arising out of Executive’s acts or omissions
while employed by Employer.


 


1

















 


4.             Representations; Covenants.  Executive hereby represents and warrants to
Company that:  (A) Executive has not
filed, caused or permitted to be filed any pending proceeding (nor has
Executive lodged a complaint with any governmental or quasi-governmental
authority) against Company, nor has Executive agreed to do any of the foregoing;
(B) Executive has not assigned, transferred, sold, encumbered, pledged,
hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to
any third party any right or Claim against Company that has been released in
this Agreement; and (C) Executive has not directly or indirectly assisted
any third party in filing, causing or assisting to be filed, any Claim against
Company.  In addition, Executive shall
not encourage or solicit or voluntarily assist or participate in any way in the
filing, reporting or prosecution by itself or any third party of a proceeding
or Claim against Company based upon or relating to any Claim released by
Executive in this Agreement.


 


5.             Consideration.  In consideration of Executive’s execution,
delivery and non-revocation of is Agreement, Employer shall:


 


(A)          Pay to Executive the sum of (i) GBP 250,000,
representing his annual base salary as in effect immediately prior to the
Transition Period, (ii) GBP 75,000 (as previously deferred 2006
bonus), and (iii) GBP 75,000 (as the agreed-upon severance bonus),
in each case less applicable withholdings and other customary payroll
deductions, in installments, as follows: 
(i) GBP 33,333.33 (less applicable withholdings and other customary
payroll deductions) monthly, for nine (9) consecutive months, to be paid
no later than the 15th day of each month, with the first payment
commencing no later than March 15, 2008 and the final payment occurring no
later than November 15, 2008; plus (ii) GBP 100,000.00 (less
applicable withholdings and other customary payroll deductions) no later than December 15,
2008; and


 


(B)          Continue to provide to Executive all benefits provided under
Subsections 3.C.(3), 3.C.(4) and 3.C.(6) of the Employment Agreement
(to the extent permitted by the Company’s insurance carriers) through the
twenty-four (24) month anniversary of the Separation Date; and


 


(C)          Accelerate all of Executive’s outstanding options and/or
equity awards such that they shall become fully and immediately vested on the
Separation Date, to the extent not already so provided under the terms of such
options and equity awards. 
Notwithstanding any provisions of the stock option plan or stock option
agreement pursuant to which any stock options subject to the preceding sentence
were granted, the Executive shall be entitled to exercise such options until
three (3) years from the Separation Date or the expiration of the stated
period of the option, whichever period is shorter; and


 


(D)          Contribute GBP 7,300 into Executive’s UK Standard Life
pension plan on or about the Separation Date.


 


Executive acknowledges, understands, and agrees that
Executive is not otherwise entitled to receive all of the payments and other
compensation set forth above in Section 5(A) through 5(D), and
further acknowledges, understands, and agrees that nothing in this Agreement
shall be deemed to be an admission of liability on the part of Company.  Executive agrees that Executive will not seek
any further payments, benefits, or other consideration or relief from Company.


 


2

















 


6.             Taxes, Indemnification.  Executive acknowledges, understands, and
agrees that he shall be solely responsible for complying, and expressly agrees
to comply, with all United Kingdom or other laws applicable to Executive and/or
Company concerning the reporting of income, payment of taxes, and otherwise,
with respect to the payments and other compensation set forth above in Section 5.  Executive agrees to indemnify Company for any
liability for taxes, interest or penalties assessed by any government or
governmental revenue agency against Company as a result of Executive’s failure
to pay taxes that may be due and owing on the payments and other compensation
set forth above in Section 5.


 


7.             Cooperation With Investigations/Litigation.  Executive agrees, upon Company’s request, to
reasonably cooperate in any Company investigations, inquiries, and/or
litigation regarding events that occurred during Executive’s tenure with
Employer.


 


8.             Non Disparagement; Restrictions
on the Executive.  Executive agrees not to make any defamatory
or derogatory statements concerning Company Provided inquiries are directed to
Employer’s Chief Financial Officer or President, Employer shall disclose to
prospective employers information limited to Executive’s dates of employment
and last position held by Executive. 
Executive acknowledges, understands, and agrees that Sections 5.A.,
5.B., 5.C., and 5.D. of the Employment Agreement shall survive the termination
of the Employment Agreement, amended only such that the applicable restricted
period for the restrictions set forth in Section 5.0 (inclusive of
Subsections (1), (2), and (3)) shall commence on the date of Executive’s
execution and delivery of this Agreement to Employer and ending on November 15,
2008.


 


9.             Remedies.  If Executive breaches any term or condition
of this Agreement, it shall constitute a material breach of this Agreement and
in addition to and not instead of Company’s other remedies hereunder or
otherwise at law or in equity, Executive shall be required to immediately, upon
written notice from Company, return the payments paid by Employer pursuant to
Sections 5, less 10% of the payments paid by Employer thereunder. Executive
agrees that if Executive is required to return these payments, this Agreement
shall continue to be binding on Executive, and Company shall be entitled to
enforce the provisions of this Agreement as if such payments had not been
repaid by Executive and Employer shall have no further payment obligations to Executive
pursuant to Section 5 hereof. 
Executive shall have no automatic repayment obligations if Executive
were to challenge the ADEA waiver only.


 


10.          Surrender of Company Property.  Executive agrees that he will surrender to
Employer, no later than the Separation Date, all property belonging to, or
purchased with the funds of, Company, and any equipment (including computers
and cell phones), employee or security identification or access codes, pass
codes, keys, credit cards, swipe cards, client data bases, computer files,
Company proposals, computer access codes, documents, memoranda, records, files,
letters, specification or other papers (including all copies and other tangible
forms of the foregoing) acquired by Executive by reason of his employment with
Employer and in Executive’s possession or under his custody or control relating
to the operations, business or affairs of Company or its customers. Executive
agrees that Executive will not retain any copies, duplicates, reproductions,
computer disks, or excerpts thereof of Company documents.


 


11.          Who is Bound.  Employer and Executive are bound by this
Agreement.  Anyone who succeeds to
Executive’s rights and responsibilities, such as the executors of Executive’s
estate, is


 


3

















 


bound and anyone who
succeeds to Employer’ rights and responsibilities, such as their respective
successors and assigns, is also bound.


 


12.          Construction of Agreement.  In the event that one or more of the
provisions contained in this Agreement shall for any reason be held
unenforceable in any respect under the law of any state of the United States,
such unenforceability shall not affect any other provision of this hereof or
thereof, but this Agreement shall then be construed as if such unenforceable
provision or provisions had never been contained herein or therein.  If it is ever held that any restriction
hereunder is too broad to permit enforcement of such restriction to its fullest
extent, such restriction shall be enforced to the maximum extent permitted by
applicable law.  This Agreement and any
and all matters arising directly or indirectly herefrom or therefrom shall be
governed under the laws of the State of New Jersey, without reference to choice
of law rules.  Employer and Executive
consent to the sole jurisdiction of the federal and state courts of New
Jersey.  EMPLOYER AND EXECUTIVE HEREBY WAIVE THEIR
RESPECTIVE RIGHT TO TRIAL BY JURY.


 


13.          Opportunity For Review.


 


(A)          Executive represents and warrants that Executive:  (i) has had sufficient opportunity to
consider this Agreement; (ii) has read this Agreement, (iii) understands
all the terms and conditions hereof, (iv) is not incompetent or had a
guardian, conservator or trustee appointed for Executive, (v) has entered
into this Agreement of Executive’s own free will and volition, (vi) has
duly executed and delivered this Agreement, (vii) understands that
Executive is responsible for Executive’s own attorney’s fees and costs, (viii) has
had the opportunity to review this Agreement with counsel, (ix) understands
the Executive has been given twenty-one (21) days and to review this Agreement
before signing it and that if Executive does not sign and return this Agreement
to Employer (Attn: Charles Schaller, Chairman of the Board) within the time
frame provided, Employer shall have no obligation to enter into this Agreement,
Executive shall not be entitled to the payments or other compensation set forth
in Section 5 of this Agreement, and (x) this Agreement is valid,
binding and enforceable against the parties in accordance with its terms.


 


(B)          This Agreement shall be effective and enforceable on the
eighth (8th) day after execution and delivery to Employer (Attn:
Charles Schaller, Chairman of the Board) by Executive.  The parties understand and agree that
Executive may revoke this Agreement after having executed and delivered it to
Employer by so advising Employer (Attn: Charles Schaller, Chairman of the
Board) in writing no later than 11:59 p.m. on the seventh (7th)
day after Executive’s execution and delivery of this Agreement to
Employer.  If Executive revokes this
Agreement, it shall not be effective or enforceable, and Executive shall not be
entitled to all of the payments or other compensation set forth in Section 5
of this Agreement.


 


[Signatures on Following Page]


 


4

















 


Agreed to and accepted by, on this 8th day of
October, 2007


 


	
  Sworn and subscribed to before me 

  	
  EXECUTIVE:

  
	
  this        day of
  October, 2007

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
             /s/
  Robert F. Burns

  	
   

  
	
  Notary Public of the State of New Jersey

  	
  Dr. Robert F. Burns

  
				



 


Agreed to and accepted by, on this 19th day of
October, 2007


 


	
   

  	
  EMPLOYER:

  
	
   

  	
   

  
	
   

  	
  CELLDEX THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Anthony
  Marucci

  	
   

  
	
   

  	
   

  	
  Anthony S. Marucci

  
	
   

  	
   

  	
  Vice President and 

  
	
   

  	
   

  	
  Chief Financial Officer

  
					



 


5