Exhibit
10.24


 





 


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


This Agreement is made by
and between Carl G. Fischer (“Executive”) and MonoSol Rx, LLC, its
predecessors, successors, parent corporations, subsidiaries, affiliates and each of their employees, officers
and directors, agents, trustees, benefit plans, and fiduciaries (the “Company”).
The Executive and the Company, intending to be legally bound, hereby agree as
follows: 


 


1.             The Executive and the Company hereby agree and recognize
that the Executive’s Employment Term pursuant to his Executive Employment
Agreement concluded on June 29, 2007 and that it has not and shall not be
extended or renewed. Therefore, Executive’s effective date of separation was
June 29, 2007. The Executive acknowledges that he is not entitled to any
severance or separation pay or benefits in connection with this separation of
employment. At this time, the Company and the Executive desire to continue the
employment relationship at-will, without interruption of service, from July 2,
2007 through July 31, 2007 or such other date (earlier or later) as determined
solely by the Company (the “Retention Period”).


 


2.             The Executive agrees and recognizes that should he enter
into this Agreement and continue his employment at-will through the Retention
Period, his employment with the Company will end at the conclusion of the
Retention Period (instead of the June 29, 2007 date) and, at that time, the
employment relationship between the parties will be permanently and irrevocably
severed. The Executive further understands that if he does not enter into this
Agreement and continue his employment at-will through the Retention Period, his
employment with the Company ceased as of June 29, 2007 and, as of that date,
the employment


 

















 


relationship between the parties was permanently and irrevocably
severed. The Executive further agrees that when the employment relationship is
severed, he will not seek employment or re-employment with the Company at any
time in the future, and that the Company has no obligation to employ or
re-employ the Executive as an employee, consultant, agent, or otherwise.


 


3.             The Executive and the Company agree and
acknowledge that this Agreement shall not be construed as an admission or
acknowledgment of any wrongdoing or liability by the Executive or the Company,
the same being expressly denied.


 


4.             During
the Retention Period:


 


(a)           The
Executive shall receive his current base salary, minus applicable deductions
and withholdings, in accordance with the Company’s regular payroll practice,
and continue his participation as an active employee in the Company’s employee
benefit plans, provided that the Employee agrees to the terms and
conditions in this Agreement and the Employee voluntarily signs and returns
this Agreement to the Company. The Executive further agrees and understands
that should an Initial Public Offering (“IPO”) occur any time after June 29,
2007, including during his Retention Period, he shall not be entitled to any
rights or privileges arising from or related to such IPO. For purposes of an
IPO, if any, the Executive agrees that his last day of employment shall be June
29, 2007, regardless of the Retention Period.


 


(b)           The Executive agrees to
satisfactorily and professionally perform his job duties and dedicate substantially
all of his business time and attention to the Company. The Executive also
agrees to cooperate with the Company to transition his duties and
responsibilities, as well as other knowledge and information in his possession
concerning the Company’s business, to those persons designated by the Company. The
Executive also agrees to perform any additional or different job duties
requested of him by the Company.


 


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(c)           The Executive agrees to continue to abide
by all of the Company’s policies and procedures.


 


(d)           The Executive understands that his
employment is at-will and may be terminated by the Executive or by the Company,
at any time for any reason, with or without notice. Employee understands that
if his employment is terminated during the Retention Period due to (i) any
failure or refusal to abide by this Agreement, (ii) a violation of any work
rule or Company policy, (iii) any failure to satisfactorily perform the job
duties assigned to him, (iv) any misconduct by him, or (v) the Executive’s
voluntary resignation prior to the end of the Retention Period, this Agreement
shall become null and void and the Executive shall forfeit the separation
benefits described in Paragraph 6 of this Agreement. 


 


(e)           Notwithstanding anything else to the
contrary herein, any payments hereunder may be delayed for up to six (6) months
following the Executive’s separation from employment, if the Company determines
that such delay is necessary in order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended.


 


(f)            The Exeutive understands that
nothing in this Agreement constitutes a promise or guarantee of
employment.


 


5.             If
the Executive satisfactorily performs his job duties through the Retention
Period, he will be eligible for the separation benefits described in Paragraph
6, provided he executes this Agreement and complies with all of its terms and
conditions. Employee acknowledges that were it not for his acceptance of the
terms and conditions of this Agreement, he would not otherwise be eligible for
any of the separation benefits described in this Agreement.


 


6.             In
consideration of the Executive’s promises as set forth in this Agreement, the
Company hereby agrees to provide the Executive with the following separation


 


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benefits, which
are in addition to any other benefits to which the Executive is entitled, provided
that the Executive (i) satisfactorily completes employment through the
Retention Period, (ii) timely executes this Agreement and does not revoke same,
and (iii) executes a General Release of claims at the conclusion of the
Retention Period reaffirming his obligations pursuant to this Agreement. The
separation benefits are:


 


(a)           The Company will
accelerate the vesting of the Executive’s existing Performance Units by
crediting him with an additional period of six (6) months service. This
credited service is for the sole and exclusive purpose of vesting of the
Executive’s existing Performance Units only. The Executive understands that
this credited service shall have no effect on any other terms or conditions of
the Executive’s employment, nor shall it create any right to additional grants
of Performance Units or grants of shares of stock in the event of an IPO. The
effect of this credited service will accelerate the vesting of 93,047 of the
Executive’s existing Performance Units as shown in this chart:


 


	
  Date Issued

  	
   

  	
  # Units Granted

  	
   

  	
  % Vested 6/29/07

  	
   

  	
  % Vested 12/31/07

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12/31/2005

  	
   

  	
  174,431

  	
   

  	
  25

  	
  %

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2/13/2006

  	
   

  	
  112,569

  	
   

  	
  25

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2/13/2006

  	
   

  	
  6,065

  	
   

  	
  25

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3/22/2006

  	
   

  	
  7,099

  	
   

  	
  25

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/16/2006

  	
   

  	
  9,127

  	
   

  	
  25

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/21/2006

  	
   

  	
  4,057

  	
   

  	
  0

  	
  %

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/21/2006

  	
   

  	
  193,700

  	
   

  	
  0

  	
  %

  	
  25

  	
  %

  



 


(b)           The accelerated
vesting shall become effective on the last day of the Retention Period provided
all the terms and conditions of this Agreement are satisfied. Except for the
accelarated vesting noted in Paragraph 6(a) above, all other terms and
conditions of the Performance Unit Plan B shall apply to the Executive’s
existing Performance Units.


 


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(c)           The Executive shall
be eligible for a lump sum payment of five (5) weeks of his base salary, minus
applicable deductions and withholdings, provided all the terms and conditions
of this Agreement are satisfied. This payment shall be made within 30 days of
the end of the Retention Period and an IRS Form W-2 shall be issued to the
Executive in connection with this payment.


 


(d)           The Executive may
be eligible for a lump sum payment of 15% of his base salary ($20,250.00),
minus applicable deductions and withholdings, as a bonus payment, in the sole
and exclusive discretion of the Company, based on the Executive’s 2007
performance, including his performance during the Retention Period, and
provided all the terms and conditions of this Agreement are satisfied. The
Executive understands that this is not a guaranteed payment or separation
benefit, but if a payment is issued, it will be issued within 30 days of the
end of the Retention Period and a corresponding IRS Form W-2 will be issued to the Executive
in connection with this payment. 


 


7.             In consideration of
the separation benefits outlined in Paragraph 6 of this Agreement, the Executive
hereby agrees to release the Company from any and all claims or causes of
action he may have or claim to have against the Company including any and all
claims arising out of or relating in any way to the Executive’s employment with
and/or separation of employment from the Company. The claims against the
Company which the Executive hereby releases include, but are not limited to:


 


(a) all statutory claims including claims
arising under the New Jersey Law Against Discrimination, the New Jersey
Conscientious Employee Protection Act, the New Jersey Civil Rights Act, the New
Jersey Domestic Partnership Act, the New Jersey Civil Union Act, the New Jersey
Family Leave Act, the New Jersey Wage & Hour Act, Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, Older Worker
Benefits Protection Act, the Americans With Disabilities Act, the Family and
Medical Leave Act, the Rehabilitation Act, the


 


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Sarbanes-Oxley Act of 2002, the Fair Labor
Standards Act, and the Employee Retirement Income Security Act, and any other
applicable state or federal law;


 


(b) all claims arising under the United States or New Jersey Constitutions;


 


(c) all claims arising under any Executive Order or derived from or
based upon any state and federal regulations;


 


(d) all common law claims including claims for wrongful discharge,
public policy claims, retaliation claims, claims for breach of an express or
implied contract, claims for breach of an implied covenant of good faith and
fair dealing, intentional infliction of emotional distress, defamation,
conspiracy, fraud, loss of consortium, tortious interference with contract or
prospective economic advantage, and negligence;


 


(e) all claims for any compensation including back wages, front pay,
bonuses or awards, fringe benefits, reinstatement, retroactive seniority, savings
benefits, medical benefits, pension benefits, or any other form of economic
loss;


 


(f) all claims for personal injury, including physical injury, mental
anguish, emotional distress, pain and suffering, embarrassment, humiliation,
damage to name or reputation, liquidated damages, and punitive damages; and


 


(g) all claims for costs and attorneys' fees.


 


8.             The Executive represents that he has not filed any
grievance, charge, claim, or complaint of any kind seeking personal recovery or
personal injunctive relief against the Company or any of its owners, officers,
directors, employees or agents, with respect to any matter, including but not
limited to, his employment with the Company and/or the separation of that
employment. Nothing contained in this paragraph shall prohibit the Executive
from (a) bringing any action to enforce the terms of this Agreement and General
Release; (b) filing a timely charge or complaint with the Equal Employment
Opportunity Commission (“EEOC”) regarding the validity of this Agreement and
General Release; (c) filing a timely charge or complaint with the EEOC or
participating in any investigation or proceeding conducted by the EEOC
regarding any claim of employment discrimination (although the Executive has
waived any right to personal recovery or personal injunctive relief in
connection with any such charge or complaint).


 


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9.             The Executive
understands that, if he does not execute this Agreement, he will not be
eligible for or receive any of the separation benefits as described above. Accordingly,
the Executive agrees that the separation benefits (or any one of them) constitute
consideration for the release of any and all claims as set forth in this
Agreement, as well as consideration for the Executive's promises as set forth
in this Agreement. Executive
acknowledges that this consideration is in addition to anything of value to
which he would otherwise be entitled. 


 


10.           The Executive agrees to maintain in
confidence and not to disclose the terms of this Agreement or the amount
thereof. It shall not be considered a breach of this obligation of confidentiality
for the Executive to make disclosure of the terms of the Agreement to his
immediate family, his attorneys and accountants in order to obtain private and
confidential legal, tax or financial advice, or to respond to any inquiry from
any governmental entity or agency regarding a tax filing, provided that he
advises the recipient of this confidentiality obligation and advises the
recipient to hold the information in the strictest confidence.


 


11.           The Executive agrees not to make any
oral or written statements that are derogatory or that otherwise disparage the
Company, its officers, directors, employees, agents or representatives. 


 


12.           The
Executive agrees that he will continue to hold in confidence and not disclose,
directly or indirectly, to anyone any information of a confidential or
proprietary nature that has been disclosed to him or which the Executive has
obtained, observed, or accessed that relates to the Company’s business or to
the business of any other party for whom the Company agreed to hold such
information in confidence. The Executive understands that this obligation
continues forever. 


 


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13.           The Executive agrees to return to the
Company at the conclusion of the Retention Period any and all Company documents,
information, data, and property in his possession or under his control, whether
or not such documents, information, data or property is confidential or
proprietary.


 


14.           The Executive agrees and understands that the Covenants of the Executive,
as set forth in Paragraph 8 of his Executive Employment Agreement, shall
survive the termination of his employment and shall continue during the
Retention Period and thereafter, in accordance with the terms and conditions
set forth in those Covenants. The Company agrees that the Retention Period
shall not extend the specific time periods set forth in those Covenants.


 


15.           The Executive acknowledges that the
only consideration he has received for executing this Agreement is that set
forth herein. No other promise, inducement, threat, agreement, or understanding
of any kind or description has been made with him or to him to cause him to
enter into this Agreement.


 


16.           The Executive is hereby advised that he
should consult with an attorney of his choice prior to signing this Agreement.


 


17.           The Executive understands that he has
twenty-one (21) calendar days in which to review and consider this Agreement
before signing it. The Executive also understands that he is free to use as
much of the twenty-one calendar (21) day period as he wishes or considers
necessary before deciding to sign the Agreement. The Executive may revoke his
signing of the Agreement within seven (7) calendar days by delivering written
notice of revocation to Theresa Wood, Director of Human Resources, 30
Technology Drive, Warren, New Jersey 07059. If the Executive does not revoke his
signature of the Agreement by written notice delivered within the seven (7) calendar
day period, it becomes effective immediately thereafter.


 


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18.           If any provision of this Agreement is
unenforceable or illegal in any instance, (a) the remainder of this Agreement
shall remain in full force and effect, (b) this Agreement shall apply in full
in all other instances, and (c) such illegal or unenforceable provision shall
in such instance be reformed and construed so as to be enforceable to the
maximum extent compatible with applicable law.


 


19.           In the event of any dispute, this
Agreement will be construed as a whole, will be interpreted in accordance with
its fair meaning, and will not be construed strictly for or against either the Executive
or the Company. Any dispute about this Agreement shall be governed by the law
of the State of New Jersey, without regard to its conflict-of-laws provisions.


 


[Signature
Page follows]


 


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BY SIGNING THIS SEPARATION
AGREEMENT AND

GENERAL RELEASE, EXECUTIVE ACKNOWLEDGES

THAT:


 


A.                                   HE
HAS READ IT;


 


B.                                     HE
UNDERSTANDS IT AND KNOWS HE IS GIVING UP IMPORTANT RIGHTS;


 


C.                                     HE
AGREES WITH EVERYTHING IN IT;


 


D.                                    HE
HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT;
AND


 


F.                                      HE
HAS SIGNED THIS SEPARATION AGREEMENT AND GENERAL RELEASE KNOWINGLY AND
VOLUNTARILY.


 


 


	
  Carl G. Fischer

  	
   

  	
  MonoSol
  Rx, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Carl G. Fischer

  	
   

  	
  By:

  	
  /s/ Keith J. Kendall

  	
   

  
	
  Carl G. Fischer

  	
   

  	
  Keith
  Kendall

  
	
   

  	
   

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
  Dated: 7/17/07

  	
  Dated: 7/5/07

  
					



 


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