Exhibit
10.1


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


This Separation Agreement
and General Release (hereinafter “Agreement”) is hereby entered into effective
this 14 th day of  December, 2007,
between Celsion Corporation (hereinafter “Celsion”) and William Hahne, MD
(hereinafter “Dr. Hahne”), who are collectively referred to herein as the “Parties.”


 


WHEREAS the Parties
desire and agree to fully and finally resolve any and all existing or potential
issues, claims, causes of action, grievances and disputes that do, or could
relate thereto or arise out of their employment relationship or severance
thereof, without any admission of liability or finding or admission that any of
Dr. Hahne’s or Celsion’s rights, under any statute, claim or otherwise,
were in any way violated.  In
consideration of the mutual promises contained herein, and other good and
valuable consideration as hereinafter recited, the receipt and adequacy of
which is hereby acknowledged, the Parties, intending to be legally bound, agree
as follows:


 


1.     The Parties agree that Dr. Hahne’s
employment will voluntarily terminate effective December 31, 2007.  The Parties further agree that they will
cooperate regarding all announcements of the Mr. Hahne’s decision to
depart from Celsion and that neither party will issue any release without
consulting with and obtaining the consent of the other Party regarding the
statements to be contained therein. The Parties agree that they will not
unreasonably withhold consent to such announcements.


 


2.     Beginning January 1, 2008, Celsion
will commence paying Dr. Hahne severance for a period of 3 months (January 1,
2008 to March 31, 2008). Such payments will be made in accordance with
Celsion’s regular payroll practices and the amount will be at a rate equal to Dr. Hahne’s
base rate of pay as of November 1, 2007. 
Celsion further agrees that it will pay the premiums associated with Dr. Hahne’s
continued participation in Celsion’s healthcare plan under COBRA for a 6 month
period beginning January 1, 2008, unless Mr. Hahne earlier becomes
eligible to participate in another healthcare plan.


 


3.     Celsion agrees to pay Mr. Hahne the
amount equal to one (1) month’s rent for Dr. Hahne’s apartment in
Columbia, Maryland.


 


4.     As further consideration for this
Agreement, Celsion agrees that Dr. Hahne’s stock options shall vest
immediately and remain fully exercisable in accordance with their respective
terms.


 


5.     Dr. Hahne agrees and
acknowledges that Celsion owes him no wages, benefits, compensation, property,
stock or money of any kind or nature relating to his employment with Celsion,
except as expressly provided herein.


 

















 


6.     Dr. Hahne agrees that upon the
separation of his employment with Celsion, he will surrender to Celsion every
item and every document that is Celsion’s property (including but not limited
to keys, records, vehicles, computers, peripherals, computer files and disks,
notes, memoranda, software, data, inventory and equipment) or contains Company
information, in whatever form.  All of
these materials are the sole and absolute property of Celsion.


 


7.     Dr. Hahne hereby agrees that he will,
and hereby does, forever and irrevocably release and discharge Celsion, its
officers, directors, employees, agents, affiliates, parents, subsidiaries,
divisions, predecessors, purchasers, assigns, representatives, successors,
successors in interest, and customers from any and all grievances, claims,
actions or causes of action, obligations, contracts, promises, damages,
judgments, expenses, and liabilities, known or unknown, whatsoever which he now
has, has had, or may have, whether the same be at law, in equity, or mixed, in
any way arising from or relating to any act, occurrence, or transaction before
the date of this Agreement, including without limitation his employment with and
separation of employment with Celsion. 
This is a General Release.  Dr. Hahne
expressly acknowledges that this General Release includes, but is not limited
to, Mr. Hahne’s intent to release Celsion from any claim relating to his
employment at Celsion, including, but not limited to, tort and contract claims,
arbitration claims, statutory claims, claims under any state or federal wage
and hour law or wage collection law, and claims of age, race, color, sex,
religion, handicap, disability, national origin, ancestry, citizenship, marital
status, retaliation, or any other claim of employment discrimination under the
Age Discrimination in Employment Act (29 U.S.C. §§ 626 et  seq.,
“ADEA”), Title VII of the Civil Rights Acts of 1964 and 1991 as amended (42
U.S.C. §§ 2000e et  seq.), the Employee Retirement Income
Security Act (29 U.S.C. §§ 1001 et  seq.), the Consolidated
Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. §§ 1161 et  seq.),
the Americans With Disabilities Act (42 U.S.C. §§ 12101 et  seq.),
the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et  seq.),
the Family and Medical Leave Act (29 U.S.C. §§ 2601 et  seq.),
the Fair Labor Standards Act (29 U.S.C. §§ 201 et  seq.), the
Annotated Codes of Maryland, and any other law relating to employment.


 


8.     To the fullest extent allowed by law, Dr. Hahne
agrees not to sue Celsion or to join in any lawsuit against Celsion or any
other person or entity specified in Paragraph 7 concerning any matter which
arose prior to the date of this Agreement. 
Dr. Hahne further agrees and covenants not to make, file, assist or
encourage others in making or filing any lawsuits, complaints, or other
proceedings, including but not limited to any suits in the local or state
courts, the United States federal District Courts or any other court, against
Celsion, or any other person or entity specified in Paragraph 7.


 


 


 


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9.     Celsion hereby forever
releases and irrevocably discharges Dr. Hahne from any and all claims,
demands, debts, actions, causes of action, obligations, damages and liabilities
which it has ever had, now has or could have with respect to him, arising from
or relating in any way, directly or indirectly, to his employment with or
separation from Celsion,  Celsion
expressly acknowledges that this constitutes a General Release in tort,
contract and under any federal, state or local law with respect to such
matters.


 


10.   Dr. Hahne agrees that neither this
Agreement nor the negotiations in pursuance thereof shall be construed or interpreted
to render him a prevailing party for any reason, including but not limited to
an award of attorney’s fees or costs under any statute or otherwise.


 


11.   Dr. Hahne represents that he has not
heretofore assigned or transferred, or purported to assign or transfer, to any
person or entity, any claim against Celsion or portion thereof or interest
therein, and that any such claim is not assignable or transferable.


 


12.   The Parties further agree that this Agreement
shall be binding upon and inure to the benefit of the assigns, personal
representatives, heirs, executors, and administrators of Dr. Hahne and the
assigns, personal representatives, heirs, executors, administrators,
affiliates, successors, predecessors, subsidiaries, divisions, officers,
purchasers, agents, representatives, directors and employees of Celsion, that
this Agreement contains and comprises the entire agreement and understanding of
the Parties, that there are no additional promises or terms among the Parties
other than those contained herein, and that this Agreement shall not be
modified except in writing signed by each of the Parties hereto.


 


13.   The Parties further agree that this Agreement
and the rights and obligations hereunder shall be governed by, and construed in
accordance with, the laws of the State of Maryland regardless of any principles
of conflicts of laws or choice of laws of any jurisdiction.  The state courts of Maryland and, if the
jurisdictional prerequisites exist at the time, the United States District
Court for the District of Maryland, shall have sole and exclusive jurisdiction
to hear and determine any dispute or controversy arising under or concerning
this Agreement.


 


14.   If any terms of the above provisions of this
Agreement are found null, void or inoperative, for any reason, the remaining
provisions will remain in full force and effect.  The language of all parts of this Agreement
shall in all cases be construed as a whole, according to its fair meaning, and
not strictly for or against either of the Parties.


 


 


 


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15.   If Celsion seeks a restraining order,
injunction or any other relief, including but not limited to damages, against Dr. Hahne
as a result of his breach of any provision of this Agreement, and recovers any
such relief, Dr. Hahne shall reimburse Celsion for the attorney’s fees,
costs and other expenses it incurred obtaining that relief (even if other
relief were denied).


 


16.   Dr. Hahne represents that he has read
this Agreement, that he understands all of its terms, that he had a reasonable
amount of time to consider his decision to sign it, that he had the opportunity
to discuss the terms of this Agreement with an attorney of his choice, that in
executing this Agreement he does not rely and has not relied upon any
representation or statements made by any of Celsion’s agents, representatives,
or attorneys with regard to the subject matter, basis, or effect of the
Agreement, and that he enters into this Agreement voluntarily, of his own free
will and with knowledge of its meaning and effect.


 


17.   Dr. Hahne understands that he has had
twenty-one (21) days from the date of his receipt of this Agreement, to
consider his decision to sign it with respect to claims arising under the
ADEA.  Dr. Hahne expressly agrees
that any changes made will not restart the 21 day period for considering
whether to sign this Agreement as to such claims.  By signing this Agreement, Mr. Hahne
expressly acknowledges that his decision to sign this Agreement was knowing and
voluntary, not induced by fraud, misrepresentation, or improper means, and of
his own free will.


 


18.   Dr. Hahne acknowledges that he may
revoke this Agreement only as it pertains to claims under the ADEA for up to
and including seven (7) days after his execution of this Agreement, and
that the aspects of this Agreement regarding his release of claims under the
ADEA shall not become effective until the expiration of seven (7) days
from the date of his execution of this Agreement.  This provision regarding revocation shall
have no effect on the validity and enforceability of any other term, condition
or provision of this Agreement, which becomes effective when signed.


 


 


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19.   Celsion hereby advises Mr. Hahne to
consult with an attorney prior to executing this agreement.


 


IN WITNESS
WHEREOF, the parties have duly executed this Agreement  effective as of the day and year first above
written.


 


	
  /s/ William Hahne

  	
   

  	
  December 14, 2007

  
	
  William Hahne, MD

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Michael H. Tardugno

  	
   

  	
  December 14, 2007

  
	
  Michael H. Tardugno

  	
   

  	
  Date

  
	
  For: Celsion
  Corporation

  	
   

  	
   

  



 


 


 


 


 


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