exv10w1






Exhibit 10.1




SEPARATION AGREEMENT AND GENERAL RELEASE




     This Separation Agreement and General Release (“General Release”) is made and entered into by
and between Mariam Morris (“Ms. Morris” or “you”) and Sucampo Pharmaceuticals, Inc. (“SPI”), a
corporation organized under the laws of the State of Delaware, and its affiliates (hereinafter
collectively referred to as the “Company”).



     WHEREAS, Ms. Morris’ employment will end upon the mutually agreed upon date of July 31, 2008
(the “Date of Termination”);



     WHEREAS, following the Date of Termination, Ms. Morris will be retained by the Company as an
independent contractor consultant pursuant to the terms of the Consulting Agreement entered into
between the parties on August 1, 2008;



     WHEREAS, Ms. Morris and the Company intend to settle any and all claims that Ms. Morris may
have against the Company as a result of any act, occurrence, decision, event or omission occurring
at any time prior to the signing of this General Release, including, but not limited to, any matter
or fact arising out of Ms. Morris’ employment with SPI, the termination of Ms. Morris’ employment,
or the events giving rise to this General Release;



     NOW, THEREFORE, in consideration of the provisions and the mutual covenants contained herein,
the parties agree as follows:



     1. Separation from Employment. Effective as of the Date of Termination, your
employment will end. Except as provided in this General Release, all benefits and privileges of
employment shall cease as of that date.



     2. Separation Benefits. In connection with your separation from employment and in
consideration of this General Release:




(a) The Company will pay you the gross amount of $115,500 (equivalent to six months
of your base salary) (the “Severance Payment”), less required deductions for tax
withholding; and




(b) If you elect COBRA continuation of your health insurance coverage, the Company
will pay for the amount of COBRA continuation premium, less the amount equal to the
SPI employee portion of health premiums, for a period ending on the earlier of (i) a
date that is six (6) months following the Date of Termination, or (ii) the date that
you become eligible as an employee or spouse of an employee of another firm for
group medical coverage. Current medical coverage will continue through the end of
July 2008.




(c) The Company will pay you an additional $40,000 gross, less required deductions
for tax withholding, representing a prorated portion of your 2008 Management Bonus
target of 30%.



 









 






(d) Your rights with respect to any stock options previously awarded to you will be
determined in accordance with the applicable award agreement and the Company’s Stock
Incentive Plan.



     3. Conditions of Payment. You agree you are not entitled to the payments and benefits
referenced in Section 2 unless you remain employed in your current position through the Date of
Termination and unless you sign this General Release and do not rescind and/or revoke in accordance
with Section 6 below.



     4. Terms of Payment. The Severance Payment described in Section 2(a) will be sent to
you at your last address of record within ten (10) days after the expiration of the revocation
period described in Section 6 below, provided you do not revoke the General Release.



     5. Release of Claims. Ms. Morris and the Company intend to settle any and all claims
that Ms. Morris may have against the Company as a result of the hiring of Ms. Morris, Ms. Morris’
employment, Ms. Morris’ compensation while employed, and the termination of Ms. Morris’ employment.
Ms. Morris agrees that in exchange for SPI’s promises in the General Release and in exchange for
the separation pay and benefits to be paid to Ms. Morris as described in the General Release, Ms.
Morris, on behalf of herself and her heirs, successors and assigns, hereby releases and forever
discharges the Company, its predecessors, successors, and assigns, and their respective officers,
directors, shareholders, agents, employees, and insurers (the “Released Parties”), from all
liability for damages and from all claims that Ms. Morris may have against the Released Parties
arising from or relating to the hiring of Ms. Morris, Ms. Morris’ compensation while employed, Ms.
Morris’ employment and the termination of Ms. Morris’ employment, the terms of the Employment
Agreement dated January 2, 2007, as amended, between Ms. Morris and the Company, and any other
actions, decisions, alleged omissions, or events occurring on or prior to the signing of this
General Release.



          A. Ms. Morris understands and agrees that Ms. Morris’ release of claims in this General
Release includes, but is not limited to, any claims Ms. Morris may have under Title VII of the
Federal Civil Rights Act of 1964, as amended; the Americans with Disabilities Act, the Equal Pay
Act, the Employee Retirement and Income Security Act, the Age Discrimination in Employment Act, the
Older Worker Benefits Protection Act, the Maryland Fair Employment Practices Act, or any other
federal, state, or local statute, ordinance, or law.




          B. Ms. Morris also understands that Ms. Morris is giving up all other claims, whether grounded
in contract or tort theories, including, but not limited to, wrongful discharge, breach of
contract, tortious interference with contractual relations, promissory estoppel, detrimental
reliance, breach of the implied covenant of good faith and fair dealing, breach of express or
implied promise, breach of manuals or other policies, breach of fiduciary duty, assault, battery,
fraud, invasion of privacy, retaliation, intentional or negligent misrepresentation, defamation,
including libel, slander, discharge defamation and self-publication defamation, discharge in
violation of public policy, whistleblower, intentional or negligent infliction of emotional
distress, or any other theory, whether legal or equitable.




          C. Ms. Morris will not institute any lawsuit against the Released Parties arising from or
relating to the hiring of Ms. Morris, Ms. Morris’ employment, Ms. Morris’



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compensation while employed, the termination of Ms. Morris’ employment, or any other actions,
decisions, alleged omissions, or events occurring prior to the signing of this General Release.




          D. To the extent required by law, nothing contained in this General Release will be
interpreted to prevent Ms. Morris from filing a charge with a governmental agency (such as the
Equal Employment Opportunity Commission) or participating in or cooperating with an investigation
conducted by a governmental agency. However, Ms. Morris agrees that Ms. Morris is waiving the
right to any monetary damages or other individual legal or equitable relief awarded as a result of
any such proceeding related to any claim against the Released Parties arising from or relating to
the hiring of Ms. Morris, Ms. Morris’ employment, Ms. Morris’ compensation while employed, the
termination of Ms. Morris’ employment, or any other actions, decisions, alleged omissions, or
events occurring on or prior to the signing of this General Release.




          E. Notwithstanding any of the foregoing, this General Release shall not apply to any rights or
benefits Ms. Morris may have related to vested accrued benefits under the terms of the Company’s
benefit plans, if any, or to her rights under the terms of this General Release itself.




          F. This General Release shall be binding upon, and insure to the benefit of, Ms. Morris and
the Company and their respective successors and permitted assigns.




          G. Ms. Morris hereby acknowledges and states that Ms. Morris has read this General Release.
Ms. Morris is hereby advised to consult with an attorney prior to signing this General Release.
Ms. Morris further represents that Ms. Morris has had twenty-one (21) days from receipt of this
General Release to consider the terms of this General Release, and that changes to this General
Release, whether material or immaterial, will not restart this acceptance period. Ms. Morris
further represents that this General Release is written in language that is understandable to Ms.
Morris, that Ms. Morris fully appreciates the meaning of the terms of this General Release, and
that Ms. Morris enters into this General Release freely and voluntarily.




     6. Right to Revoke. You are entitled to revoke this General Release insofar as it
extends to claims or potential claims arising under the Age Discrimination in Employment Act by
giving notice, in writing, of your intent to revoke within seven (7) calendar days following the
signing of this Release.



     If your revocation is hand-delivered, it must be provided to the Company within the relevant
time period set forth above. If your revocation is mailed, it must be postmarked within the
relevant time period set forth above. If mailed, your revocation must be sent by certified mail,
return receipt requested. Any revocation must be delivered or mailed to the following address:



Susan Bach

Human Resources

Sucampo Pharmaceuticals, Inc.

4520 East-West Highway, 3rd Floor

Bethesda, MD 20814




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     This General Release will not become effective until the foregoing revocation period has
expired. If you exercise your right to revoke or rescind any part of this General Release, the
Company may, at its option, either nullify this agreement in its entirety, or keep it in effect in
all respects other than as to that portion of the release of claims that you have revoked or
rescinded. You agree and understand that if the Company chooses to nullify the agreement in its
entirety, the Company will have no obligations under this General Release to you or to others whose
rights derive from you.



     7. Confidentiality. You agree that the existence and terms and conditions of this
General Release shall remain confidential as between the parties, and may only be disclosed:




(i) by you to immediate family, legal counsel, investment advisor or banks, and accountant
or tax advisor, each of which shall be advised of the confidential nature of this General
Release and who shall each agree to be bound hereby;




(ii) by the Company to its officers and directors, outside auditors, tax advisors and legal
counsel, each of which shall be advised of the confidential nature of this General Release
and who shall each agree to be bound hereby; or




(iii) by either party as necessary to effect its terms or as otherwise required by law,
regulation, court order or valid legal proceeding.



     Without limiting the generality of and subject to the foregoing, you agree information
regarding this General Release shall not be disclosed to any third party, including, but not
limited to, any current or former Company employee.



     8. Agreement with Sucampo Pharmaceuticals, Inc. Relating to Employment Covenants. You
acknowledge that you are obliged to continue to perform your obligations under the Employment
Covenants established in Article 5 of the Amended Employment Agreement executed on May 12, 2007,
between you and the Company (attached as Exhibit A) and that such obligations shall
continue in full force and effect and be unaffected by this General Release.



     9. Return of Information and Assets. You affirm that all originals and all copies of
the Company’s records, correspondence and documents, and all other property and assets of the
Company, created or obtained by you as a result of or in the course of or in connection with
employment with the Company which are in your possession or control, whether confidential or not,
have been returned to the Company or will be returned to the Company prior to your signing of this
General Release.



     10. Passwords and Password-Protected Documents. You agree that prior to signing this
General Release, you delivered all passwords in use by you at the time of your termination, a list
of any documents that you created or of which you are otherwise aware that are password-protected,
and the password(s) necessary to access such password-protected documents.



     11. No Admission. This General Release does not constitute, and shall not be
construed as, an admission of fault or liability of any kind by the Company and the Company



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expressly denies any fault, liability, wrongdoing or obligation of any kind with regard to you
or any other person employed by the Company.



     12. Governing Law; Severability. This General Release shall be governed by the laws
of the State of Maryland. If any part of this General Release is construed to be invalid and/or
unenforceable, such part shall be modified to achieve the objective of the parties to the fullest
extent permitted and the balance of this General Release shall remain in full force and effect.



     13. Entire Agreement. This General Release and the documents referenced herein
contain the entire agreement between you and the Company with respect to your employment and
separation from employment and there are no promises or understandings outside of this General
Release and the documents referenced herein with respect to your employment or your separation from
employment with the Company. Any modification of or addition to this General Release must be in a
writing signed by you and the Company.



     14. Waiver. The waiver by either party of a breach by the other party of any
provision of this General Release shall not operate or be construed as a waiver of any subsequent
breach.



     15. ACKNOWLEDGMENT. BY YOUR SIGNATURE BELOW, YOU ACKNOWLEDGE THAT YOU FULLY
UNDERSTAND AND ACCEPT THE TERMS OF THIS GENERAL RELEASE AND YOU REPRESENT AND AGREE THAT YOU
UNDERSTAND THE MEANING OF THE TERMS OF THIS GENERAL RELEASE AND THEIR EFFECT. YOU ALSO ACKNOWLEDGE
THAT YOUR SIGNATURE IS FREELY, VOLUNTARILY AND KNOWINGLY GIVEN, HAVING HAD THE OPPORTUNITY TO
OBTAIN ADVICE OF COUNSEL AND HAVING BEEN PROVIDED A FULL OPPORTUNITY AND REASONABLE TIME TO REVIEW
AND REFLECT ON THE TERMS OF THIS GENERAL RELEASE.



	 	 	 	 	 	 	 
	Dated: July 27, 2008	 	/s/ MARIAM E. MORRIS	 	 
	 	 	 	 	 
	 	 	Mariam M. Morris	 	 
	 
	 	 	 	 	 	 
	Dated: July 25, 2008	 	SUCAMPO PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ TIMOTHY I. MAUDLIN	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its
	 	Lead Independent Director	 	 
	 

	 	 	 	 	 	 






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