Exhibit 10.3


 


RETIREMENT AGREEMENT AND GENERAL RELEASE


 


This
RETIREMENT AGREEMENT AND GENERAL RELEASE (“Agreement”), dated as of July 16,
2008, is entered into by and between Dyax Corp., a Delaware corporation with
offices at 300 Technology Square, Cambridge, Massachusetts 02139, U.S.A. (the “Company”),
and Stephen S. Galliker (“Employee”).


 


RECITALS


 


A.                                   Employee has previously notified the Company
of his intention to retire from the Company on the date hereof.


 


B.                                     In recognition of his service to the Company
and in accordance with his intention to retire from full time employment, the
Company has agreed to confer on Employee certain additional benefits, subject
to the terms and conditions of this Agreement.


 


In
consideration of the foregoing and mutual covenants contained herein, the
parties agree as follows:


 


1.                                      Retirement Date.


 


Employee’s
retirement shall be effective as of July 16, 2008 (the “Retirement Date”)
and his employment with the Company shall terminate as of that date.  Employee hereby confirms his resignation from
all offices he holds in the Company and from all other offices he holds in any
of the Company’s direct and indirect subsidiaries and any affiliates thereof,
including without limitation any employee benefit plans, and agrees to deliver
such further instruments confirming such resignations as the Company may
reasonably request from time to time.


 


2.                                      Retirement Pay.


 


The
Company will pay Employee a lump sum amount (the “Retirement Payment”) of
$150,628, less legally required and voluntarily authorized deductions.  Such payment will be made within five
business days after the 7-day revocation period in Section 12 has expired.


 


3.                                      Insurance and other Benefits.


 


(a)                                  Group Health and Dental Coverage. 
Employee’s group health and dental insurance shall terminate as of the
Retirement Date.  Thereafter, Employee
may continue receiving group health and dental coverage at Employee’s own
expense as provided by federal COBRA law. 
Eligibility to continue this insurance stops upon the termination of any
period allowed by law.


 


(b)                           Retirement Plans. 
Employee shall be entitled to his vested benefit in the Company’s 401(k) Plan,
but Employee’s ongoing participation in the Company’s 401(k) plan will
cease as of the Retirement Date. 
Employee will not be able to make contributions out of any severance pay
and Employee’s service credit will cease as of the Retirement Date.


 


(c)                            Vacation Pay.  Employee confirms and agrees
that he has no accrued and unused paid time off as of the Retirement Date.


 

















 


(d)                                 Stock Options. Subject to applicable laws and regulations,
the portion of each stock option granted to Employee pursuant to the Company’s
Amended and Restated 1995 Equity Incentive Plan that is currently exercisable (“vested”)
as of the Retirement Date may be exercised by Employee (or his estate or his
personal representative in the case of his death or incapacity, respectively)
at any time during the period (the option’s “Option Exercise Period”) beginning
on the date hereof until the earlier of (i) the original expiration date
of the option, which is the tenth anniversary of the date of grant of such
option, or (ii) the first anniversary of the Retirement Date.  Each unexercised stock option will lapse upon
expiration of its respective Option Exercise Period.  The portion of Employee’s stock options that
are not vested as of the Retirement Date will terminate as of the Retirement
Date.


 


(e)                                  Cessation of Benefits. 
Unless otherwise provided for expressly in this Agreement, all other
benefits shall cease as of Retirement Date, including without limitation, the
accrual of paid time off.


 


4.                                      General Release.


 


In consideration of the
payment of continued salary and other benefits set forth in this Agreement,
Employee, on his/her own behalf and on behalf of his/her executors, heirs,
administrators, assigns, and anyone else claiming by, through or under
Employee, irrevocably and unconditionally, releases, and forever discharges the
Company from, and with respect to, any and all debts, demands, actions, causes
of action, suits, covenants, contracts, wages, bonuses, damages and any and all
claims, demands, liabilities, and expenses (including attorneys’ fees and
costs) whatsoever of any name or nature both in law and in equity, whether
known or unknown (“Claim”) which Employee now has, ever had or may in the
future have against the Company by reason of any matter, cause or thing which
has happened, developed or occurred before the signing of this Agreement,
including, but not limited to, (i) any and all claims, asserted or unasserted,
arising from employee’s employment with or separation from the Company, and
specifically including any claims employee may have under any federal, state or
local labor, employment, discrimination, human rights, civil rights, wage/hour,
pension, or tort law, statute, order, rule, regulation or public policy,
including but not limited to, those arising under the [Age Discrimination in
Employment Act, the Older Workers Benefit Protection Act, the] National Labor
Relations Act, the Fair Labor Standards Act, the Occupational Safety and Health
Act of 1970, the Americans With Disabilities Act of 1990, the Civil Rights Acts
of 1964 and 1991, the Civil Rights Act of 1866, the Employee Retirement Income
Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical
Leave Act of 1993, the Equal Pay Act of 1963, the Massachusetts Fair Employment
Practices Act, the Massachusetts Payment of Wages Statute, and Chapters 149
through 154 of the Massachusetts General Laws, (ii) those arising under
common law, including but not limited to claims or suits for intentional
interference with contractual relations, breach of the implied covenant of good
faith and fair dealing, breach of contract, wrongful termination, negligent
supervision, negligence, intentional and negligent infliction of emotional
distress, defamation, false imprisonment, libel, and slander, and (iii) any
other action or grievance against the other party based upon any conduct
whatsoever, which has happened, developed, or occurred before the signing of
this Agreement; provided, however, that excepted from the foregoing are
Employee’s rights to vested employee benefits, any rights to liability
insurance coverage for claims relating to actions undertaken during the term of
Employee’s employment by the Company, and any rights to indemnification in
accordance with the Company’s Articles of Organization and by-laws.


 


It is
expressly agreed and understood that the releases contained here are GENERAL
RELEASES.  In the event that either party
to this Agreement institutes any action hereby released or to which he or it
has agreed not to sue, the claim shall be dismissed immediately upon
presentation of this Agreement.


 


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5.                                      Exclusion.


 


In
the event that a charge or complaint is filed with any administrative agency or
in the event of an authorized investigation, charge or lawsuit filed by any
administrative agency, Employee expressly waives and shall not accept any award
or damages therefrom.


 


6.                                      Nonadmissions Clause.


 


It is understood and agreed
that this Agreement does not constitute any admission by the Company that any
action taken with respect to Employee was unlawful or wrongful, or that such
action constituted a breach of contract or violated any federal or state law,
policy, rule or regulation.


 


7.                                      Nondisparagement.


 


In
consideration for the payments and benefits offered to Employee hereunder,
Employee agrees that he/she shall not make any false, disparaging or derogatory
statements in public or private regarding the Company or any of its directors,
officers, employees, agents, or representatives or of the Company’s business
affairs and financial condition.  The Company agrees that the officers and
directors of the Company shall not disparage or make negative statements about
Employee.


 


8.                                      Confidentiality Agreement.


 


Employee
acknowledges and agrees that he/she continues to be bound by any and all
agreements between him/her and the Company relating to confidential and
proprietary information and non-solicitation as set forth in the Employee
Confidentiality Agreement executed between the Employee and the Company.


 


9.                                      Non-competition.


 


In
further consideration for the benefits provided hereunder, Executive agrees
that for a period of twelve (12) months after the Retirement Date (a) Executive
shall not directly or indirectly, whether as an employee, officer, director,
consultant, lender or investor (other than any investment representing less than 1% of the equity in any publicly traded company), participate
in any business enterprise engaged in researching, developing, marketing,
selling or attempting to sell any products which are competitive with those
that have been in development or are currently being developed by the Company
or any of its subsidiaries, and (b) Executive shall not directly or
indirectly recruit, solicit or otherwise induce or attempt to induce any
employee of the Company to leave the employment of the Company.


 


10.                               Settlement of Accounts and Return of Company Property.


 


In
accordance with customary practice, Employee must leave intact all electronic
Company documents including those which he developed or helped develop during
Employee’s employment.  Furthermore,
Employee must settle expense accounts, etc. with the Company and return all
Company property in Employee’s possession, including credit, identification and
entry cards, equipment, and all documents and other materials and copies which
include, or relate to, confidential information of the Company.  In the event that Employee is in possession
of any such property belonging to the Company, Employee must return it to the
Company’s Human Resources Director no later than August 1, 2008.


 


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11.                               Breach.


 


Employee
agrees that the compensation and benefits contained in this Agreement and which
flow to Employee from the Company are subject to termination, reduction or
cancellation in the event that Employee takes any action or engages in any
conduct in material violation of this Agreement. In the event that Employee
institutes legal proceedings to enforce this Agreement, Employee agrees that
the sole remedy available to Employee shall be enforcement of the terms of this
Agreement and/or a claim for damages resulting from the breach of this Agreement,
but that under no circumstances shall Employee be entitled to receive or
collect any damages for claims that Employee has released under this Agreement
in accordance with the General Release contained in Section 4 of this
Agreement.


 


12.                               Time To Consider Agreement.


 


Employee has a period of
twenty-one (21) days to decide whether to sign this Agreement.  He may sign this Agreement prior to the
expiration of the 21-day period, provided that he does so knowingly and
voluntarily.


 


Employee acknowledges that he
has been advised to consult with an attorney and has had ample opportunity to
consult with and review this Agreement with an attorney of Employee’s
choice.   Since this is a legally binding
document, Employee should consider it carefully before signing and should
consult with legal counsel if he wishes to do so.


 


13.                               Revocation.


 


It
is agreed and understood that for a period of seven (7) calendar days
following the execution of this Agreement, which period shall end at 5:00 p.m.
on the seventh day following the date of execution, Employee may revoke this
Agreement.  This Agreement will not
become effective until this revocation period has expired.   This seven (7) day revocation period
cannot be shortened by agreement of the parties or by any other means.


 


Any
revocation must be made in writing to Ivana Magovcevic-Liebisch, Executive Vice
President, and delivered to her, or mailed and postmarked, within such period
of seven (7) calendar days.  This
Agreement shall not become effective or enforceable until such revocation
period has expired without Employee having revoked his acceptance.  Employee understands and agrees that his
right to any of the benefits afforded Employee under the terms of this
Agreement, as distinguished from those to which he is otherwise entitled, is
expressly contingent upon expiration of the seven-day revocation period set
forth therein.


 


14.                               Representations.


 


Employee
acknowledges that in exchange for entering into this Agreement Employee has
received good and valuable consideration in excess of that to which Employee
would otherwise have been entitled in the absence of this Agreement.  This consideration includes, but is not
limited to, the Retirement Payment provided in Section 2 and the benefits
as described in Section 3.  Employee
further acknowledges the sufficiency of that consideration.  Employee acknowledges that no other promises
or agreements of any kind have been made to or with Employee by any person or
entity whatsoever to cause him to sign this Agreement.  Employee further acknowledges that he has had
sufficient opportunity to review this Agreement, consult an attorney, and fully
understands the meaning and intent of this Agreement.


 


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15.                               Severability.


 


If
any of the terms of this Agreement shall be held to be invalid and
unenforceable, the remaining terms of this Agreement are severable and shall
not be affected thereby.  However, should
the general release provisions of this Agreement be declared or determined by
any tribunal, administrative agency or court of competent jurisdiction to be
illegal or invalid, and should Employee
thereupon seek to institute any claims that would have been within the scope of
the general release, the Company shall be entitled to immediate
repayment of, and Employee shall immediately return, amounts paid to Employee
and he shall reimburse the Company for any additional benefits received by
Employee hereunder.


 


16.                               Governing Law.


 


This Agreement shall be
governed by the laws of the Commonwealth of Massachusetts, and is binding upon
and shall inure to the benefit of the parties and their respective agents,
assigns, heirs, executors, successors and administrators.


 


17.                               Entire Agreement.


 


This
Agreement constitutes the entire agreement between the parties about or
relating to Employee’s retirement and termination of employment from the
Company, or the Company’s obligations to Employee with respect to Employee’s
retirement, and fully supersedes any and all prior agreements or understanding
between the parties with respect to such retirement and termination.  The terms of this Agreement are contractual
in nature and not a mere recital, and they shall take effect as a sealed
document.  This Agreement shall be
governed by the laws of the Commonwealth of Massachusetts, and may not be
changed orally, but only by agreement in writing signed by both parties.  The parties’ attest that no other
representations were made regarding this Agreement other than those contained
herein.


 


*******
 
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IN
WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as a sealed instrument effective as of the date first written above.


 


 


	
  DYAX CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/ Ivana
  Magovcevic-Liebisch

  	
   

  
	
   

  	
  Name: 

  	
  Ivana Magovcevic-Liesbisch

  	
   

  
	
   

  	
  Title: 

  	
  General Counsel

  	
   

  



 


 


I HAVE BEEN ADVISED TO DISCUSS ALL ASPECTS OF THIS AGREEMENT
WITH AN ATTORNEY OR ADVISOR OF MY CHOICE. I HAVE CAREFULLY READ AND FULLY
UNDERSTAND ALL THE PROVISIONS OF THIS AGREEMENT AND I VOLUNTARILY AGREE TO IT.


 


 


EMPLOYEE:


 


 


	
  /s/ Stephen S. Galliker

  	
   

  
	
  Stephen S. Galliker,
  individually

  	
   

  



 


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