exv10w49









    Exhibit 10.49



 




    NEUROLOGIX,
    INC.

    One Bridge Plaza

    Suite 605

    Fort Lee, New Jersey 07024



 




    March 1,
    2010
    




    Mr. John E. Mordock




    ***




    ***




    Dear John:



 



    This letter (the “Agreement and Release”) confirms our
    agreement with regard to your resignation as an officer and
    director of Neurologix, Inc. (the “Company”),
    effective on the Separation Date (as hereinafter defined in
    paragraph 14). Our understanding and agreement with respect
    to your resignation is as follows:



 



    1.     As of February 26, 2010
    (the “Resignation Date”), you have resigned from your
    employment as the President and Chief Executive Officer of the
    Company, and from your position as a director on the
    Company’s board of directors, which resignations shall
    become effective on the Separation Date. You further acknowledge
    and agree that the resignation set forth in this
    paragraph 1 constitute your written resignation notice in
    accordance with the Company’s bylaws and that an executed
    copy of this Separation and Release Agreement will be forwarded
    to the Chairman of the Company’s board of directors.



 



    2.     Your total unconditional
    compensation, payments and benefits from the Company shall be as
    follows (in each case less applicable statutory deductions and
    authorized withholdings):



 



    a.     You will receive all accrued and
    unpaid current base salary through the Resignation Date.



 



    b.     You will be paid for all accrued
    but unused vacation as of the Resignation Date.



 



    c.     You will be reimbursed for
    unpaid business expenses you have incurred and submitted for
    payment to the Company through the Resignation Date.



 



    Nothing in this Agreement and Release is intended to impair any
    of these rights.



 



    3.     Provided you agree to and accept
    the terms of this Agreement and Release and do not timely revoke
    your acceptance, you shall be eligible for the following
    benefits:



 



    a.     You will be paid in a lump sum,
    on the Separation Date, the amount of two hundred seventy-five
    thousand dollars and no cents ($275,000.00), less applicable
    statutory deductions and authorized withholdings, representing
    one year of your current base salary.



 



    b.     The eight hundred thousand
    (800,000) unexercised stock options previously granted to you
    shall be deemed fully vested and exercisable as of the
    Separation Date. These stock options shall continue to be
    exercisable until the earlier of (i) one year after the
    Separation Date or (ii) their expiration date as specified
    in the applicable option award letters.



 



    c.     You will be paid in a lump sum,
    on the Separation Date, the amount of fifteen thousand eight
    hundred twenty-four dollars and sixty-four cents ($15,824.64),
    less applicable statutory deductions and authorized
    withholdings, representing the sum of the annual cost of the
    Life/STD/LTD premium ($1,268.40) and medical premium
    reimbursement ($14,556.24) that you received immediately prior
    to the Resignation Date.





    

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    d.     The benefits described in
    subparagraphs 3(a) through (c) shall be referenced in this
    Agreement and Release collectively as the “Separation
    Benefits.”



 



    e.     Upon your execution and delivery
    of this Agreement and Release, the Company will prepare a check
    made payable to you for the portion of the Separation Benefits
    provided for in subparagraphs 3(a) and 3(c). The check will have
    a posted date for the eighth day following the date of execution
    of this Agreement and Release. Said check will be held by Marc
    Panoff in his capacity as the Company’s Chief Financial
    Officer, and delivered to you on the Separation Date.



 



    4.     You have ceased to participate
    in all of the Company’s benefit plans and programs as of
    the Resignation Date.



 



    5.     Other than as set forth in this
    Agreement and Release, you acknowledge and agree that you are
    not entitled to and will not receive any additional
    compensation, payments or benefits of any kind from the
    Releasees (as that term is defined in subparagraph 7(b)),
    including, without limitation, any notice or separation payments
    otherwise due under any offer letter, letter of employment or
    the Employment Agreement between you and the Company, dated
    August 20, 2009 (the “Employment Agreement”), and
    that no representations or promises to the contrary have been
    made to you.



 



    6.     The Company will not object to
    any lawful application by you to receive unemployment benefits.



 



    7.     a. As a condition of the
    Company’s willingness to enter into this Agreement and
    Release, and in consideration for the agreements of the Company
    contained herein, you hereby release, waive and forever
    discharge the Releasees from, and hereby acknowledge full accord
    and satisfaction of, any and all claims, demands, causes of
    action, and liabilities of any kind whatsoever (upon any legal
    or equitable theory, whether contractual, common law or
    statutory, under federal, state or local law or otherwise),
    whether known or unknown, asserted or unasserted, by reason of
    any act, omission, transaction, agreement or occurrence that you
    ever had, now have or hereafter may have against the Releasees
    up to and including the Separation Date.



 



    Without limiting the generality of the foregoing, you hereby
    release and forever discharge the Releasees from:



 



    (i)     any and all claims relating to
    or arising from your employment with the Company, the terms and
    conditions of that employment, and the termination of that
    employment;



 



    (ii)     any and all claims of
    employment discrimination, harassment or retaliation under any
    federal, state or local statute or ordinance, public policy or
    the common law, including, without limitation, any and all
    claims under Title VII of the Civil Rights Act of 1964, the
    Civil Rights Acts of 1866 and 1991, the Americans with
    Disabilities Act, the Age Discrimination in Employment Act,
    the Older Workers Benefit Protection Act, the Worker Adjustment
    and Retraining Notification Act, the Sarbanes-Oxley Act, the
    Family & Medical Leave Act, the New York State and New
    York City Human Rights Laws, the New York Labor Law, the New
    York Worker Adjustment and Retraining Notification Act, the New
    York Whistleblower Law, the New York Constitution, the New
    Jersey Law Against Discrimination, the New Jersey Conscientious
    Employee Protection Act, the New Jersey Equal Pay Act, the New
    Jersey Smokers’ Rights Law, the New Jersey Family Leave
    Act, the New Jersey Millville Dallas Airmotive Plant Job Loss
    Notification Act, the New Jersey State Wage and Hour Law, the
    New Jersey State Wage Payment Law, the New Jersey Constitution,
    and as all such laws have been amended;





    

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    (iii)     any and all contract claims
    (including, without limitation, under the Employment Agreement),
    claims for bonuses, or severance allowances or entitlements;



 



    (iv)     any and all claims for
    employee benefits, including, without limitation, any and all
    claims under the Employee Retirement Income Security Act of
    1974, as amended; provided, however, that nothing in this
    paragraph 7 is intended to release, diminish, or otherwise
    affect any vested monies or other vested benefits to which you
    may be entitled from, under, or pursuant to any savings or
    retirement plan of the Company;



 



    (v)     any and all claims for slander,
    libel, defamation, negligent or intentional infliction of
    emotional distress, personal injury, prima facie tort,
    negligence, compensatory or punitive damages, or any other claim
    for damages or injury of any kind whatsoever; and



 



    (vi)     any and all claims for
    monetary recovery, including, without limitation,
    attorneys’ fees, experts’ fees, medical fees or
    expenses, costs and disbursements and the like.



 



    This Agreement and Release is not intended to and does not
    affect any rights or claims you may have arising after the
    Separation Date. Moreover, the release set forth in this
    subparagraph 7 (a) shall exclude any of your rights or
    claims arising under paragraphs 2 and 3 hereof.



 



    b.     For purposes of this Agreement
    and Release, the term “Releasees” includes the
    Company, its present and former direct and indirect parents,
    affiliates, divisions, subsidiaries, predecessors, successors
    and assigns, and their present and former officers, directors,
    managers, general partners, employees, consultants,
    representatives, attorneys and agents, whether acting as agents
    or in individual capacities, and the Company’s pension and
    welfare benefit plans (and their respective administrators,
    fiduciaries, trustees and insurers), whether acting as agents or
    in individual capacities, and this release shall inure to the
    benefit of and shall be binding upon and enforceable by all such
    entities and individuals.



 



    8.     You have not been told that the
    Company or any Releasee will employ you in the future, and you
    agree that the Company shall not have any obligation in the
    future to reemploy you, or enter into any other business
    arrangement of any kind with you.



 



    9.     a. You agree to return to the
    Company, on or before the date of this Agreement and Release
    (the “Agreement Date”), any computer equipment, cell
    phones, Black Berry devices or other TDAs, office keys, credit
    cards, ID and access cards, etc., and any and all original and
    duplicate copies of your work product and of files, calendars,
    books, employee handbooks, records, notes, notebooks, manuals,
    computer disks, diskettes and any other magnetic and other media
    materials you have in your possession or under your control
    belonging to the Company, or containing confidential or
    proprietary information concerning the Company, and its
    officers, directors, employees, consultants, customers,
    activities or operations. By signing this Agreement and Release,
    you confirm and acknowledge that you will not retain in your
    possession or under your control any of the documents or
    materials described in this subparagraph 9(a) or any
    reproduction of the same, and that you are not entitled to
    receive the Separation Benefits unless this obligation is fully
    satisfied. Your agreements, acknowledgments and obligations
    under this paragraph 9(a) are supplemental to, and not a
    replacement of, your agreements, acknowledgments and obligations
    contained in the Confidentiality Agreement (as hereafter
    defined).



 



    b.     You acknowledge that, on
    July 17, 2006, you executed a Confidentiality, Proprietary
    Information and Inventions Agreement (the “Confidentiality
    Agreement”) with the Company relating to the disclosure and
    use of the Company’s confidential information and to the
    protection of the Company’s trade secrets and other
    intellectual property. You hereby acknowledge that you have
    complied with all of the provisions of the Confidentiality
    Agreement, that the Confidentiality Agreement is in full force
    and effect as of the Agreement Date and that the terms of the
    Confidentiality Agreement are deemed






    

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    incorporated fully into this Agreement and Release as if fully
    set forth herein. The Confidentiality Agreement shall remain in
    full force and effect and shall survive the execution and
    delivery of this Agreement and Release and the Separation Date.
    As a term and condition of this Agreement and Release, you agree
    to waive and release to the Company any and all claims to
    ownership that you or your assigns may have to the intellectual
    property known as the Neurologix Infusion System.



 



    c.     You agree to cooperate with the
    Company with respect to: (i) any inquiries or other
    matters, including any legal or administrative proceedings
    brought against the Company, that relate to or arise out of your
    employment with or service as a director of the Company; and
    (ii) any inquiries or other matters that relate to or arise
    out of the transition of your former responsibilities as
    President and Chief Executive Officer, or as a director, of the
    Company. Nothing in this Agreement and Release shall impair
    rights of indemnification that you may have, if any, under the
    Company’s corporate policies or constituent documents, with
    respect to matters that relate to or arise out of your prior
    employment with, or service as a director of, the Company. The
    Company acknowledges that as of the date of this Agreement and
    Release, you are covered as an officer under the Company’s
    D&O insurance policy.



 



    d.     Nothing in this Agreement and
    Release is intended to or will limit your right to provide
    truthful and complete information to judicial or administrative,
    governmental or regulatory authorities, in connection with any
    investigation involving the Releasees, or any of them.



 



    10.     a. You agree that you will take
    no action that is intended, or would reasonably be expected, to
    harm or disparage the Releasees, or any of them, or to impair
    any of their reputations.



 



    b.     The Company will instruct its
    current directors and executive officers to take no action that
    is intended, or would reasonably be expected, to harm or
    disparage you, or to impair your reputation.



 



    c.     As a courtesy, the Company will
    provide you, in advance, with a copy of any press release that
    it proposes to issue relating to your resignation as an officer
    and director. However, your prior approval of the contents of
    the press release will not be required before it may be issued
    by the Company.



 



    11.     The making of this Agreement
    and Release is not intended, and shall not be construed, as an
    admission that: (a) the Releasees, or any of them, have
    violated any federal, state or local law, ordinance or
    regulation, breached any contract, or committed any wrong
    whatsoever against you; or (b) you have violated any
    federal, state or local law, ordinance or regulation, breached
    any contract, or committed any wrong whatsoever against the
    Releasees, or any of them.



 



    12.     You agree that, except as
    provided in the next sentence, the terms and conditions of this
    Agreement and Release shall be kept in confidence. Unless and
    until you first obtain written permission from Marc Panoff, in
    his capacity as the Company’s Chief Financial Officer, and
    only to the extent you obtain such permission, you will not
    knowingly disclose this information to anyone, except:
    (i) as reasonably necessary to enforce this Agreement and
    Release; (ii) to your attorneys or bona fide tax advisors;
    (iii) to your spouse; (iv) to governmental taxing
    authorities; or, (v) pursuant to compulsory legal process
    or a court order.



 



    13.     You acknowledge that the
    Company has made no promises, commitments or representations to
    you other than those contained in this Agreement and Release and
    that you have not relied upon any statement or representation
    made by the Company with respect to the basis or effect of this
    Agreement and Release or otherwise.





    

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    14.     a. You acknowledge that you
    have been represented by independent legal counsel of your own
    choice (Craig J. Mordock, Esq., Butler Mordock, 8220 Maple
    Street, New Orleans, LA 70118 (your “Attorney”))
    throughout all of the negotiations preceding the execution of
    this Agreement and Release and that you have executed this
    Agreement and Release after consultation with your Attorney. You
    further acknowledge that you have read this Agreement and
    Release in its entirety, that you have had all of its terms and
    provisions explained to you by your Attorney, who has answered
    any and all questions you have asked with regard to the meaning
    of any of the terms and provisions of this Agreement and
    Release, and that you fully understand the terms, provisions and
    legal effect of this Agreement and Release.



 



    b.     You acknowledge that, before
    signing this Agreement and Release, you were given a period of
    21 days in which to review and consider it; you have, in
    fact, carefully reviewed this Agreement and Release; and that
    you are entering into it voluntarily and of your own free will.
    Further, you acknowledge that the Company encouraged you in
    writing to show and discuss this Agreement and Release with your
    Attorney before signing it and that, to the extent you wished to
    do so, you have done so. If you executed this Agreement and
    Release before the end of the
    21-day
    period, such early execution was completely voluntary, and you
    had reasonable and ample time in which to review this Agreement
    and Release.



 



    c.     You acknowledge that, for a
    period of seven days after you sign this Agreement and Release,
    you have the right to revoke it by providing notice in writing
    to: Marc Panoff, Chief Financial Officer, Neurologix, Inc., One
    Bridge Plaza, Suite 605, Fort Lee, NJ 07024, by hand
    delivery, or via certified mail or overnight courier. This
    Agreement and Release will not become effective and enforceable
    until the day after the
    seven-day
    revocation period (such day after the
    seven-day
    revocation period is hereafter referred to as the
    “Separation Date”).



 



    d.     You understand that your
    acceptance of the Separation Benefits at any time more than
    seven days after you sign this Agreement and Release confirms
    that you did not revoke your assent to this Agreement and
    Release and, therefore, that it is effective and enforceable.



 



    15.     If, at any time after the
    Agreement Date, any provision of this Agreement and Release
    shall be held by any court of competent jurisdiction to be
    illegal, void or unenforceable, such provision shall be of no
    force and effect. However, the illegality or unenforceability of
    such provision shall have no effect upon, and shall not impair
    the enforceability of, any other provision of this Agreement and
    Release; provided, however, that if paragraph 7 is held to
    be illegal, void or unenforceable, you agree to promptly execute
    a valid general release and waiver in favor of the Releasees.



 



    16.     This Agreement and Release
    contains the entire understanding of the parties with respect to
    the subject matter hereof, and supersedes all prior agreements
    and understandings, both written and oral, between the parties
    with respect to the subject matter hereof, including without
    limitation, the Employment Agreement; provided, however, that
    Section 5.1 of the Employment Agreement (Non-Competition
    and Non-Solicitation), Section 6.1 of the Employment
    Agreement (Indemnification), and all provisions of the
    Confidentiality Agreement shall remain in full force and effect.
    This Agreement and Release may not be changed orally, and no
    modification, amendment or waiver of any of the provisions
    contained in this Agreement and Release, nor any future
    representation, promise or condition in connection with the
    subject matter hereof, shall be binding upon any party unless
    made in writing and signed by such party.



 



    17.     You may not assign any of your
    rights or obligations under this Agreement and Release. This
    Agreement and Release shall be binding upon and inure to the
    benefit of the Company’s successors and assigns. Without
    limiting the foregoing, the Company may assign its rights and
    delegate its duties hereunder in whole or in part to any
    affiliate of the Company or to






    

    5








 







    any transferee of all or a portion of the assets or business to
    which this Agreement and Release relates.



 



    18.     This Agreement and Release is
    governed by the laws of the State of New Jersey, without regard
    to its conflict of laws provisions.



 



    19.     The Company agrees that should
    any action be taken by you to enforce any of the terms and
    conditions of this Agreement and Release, you shall, if you are
    the prevailing party, be entitled to reimbursement for
    reasonable attorney’s fees and costs in connection
    therewith.



 



    20.     This Agreement and Release may
    be executed in one or more counterparts, each of which will be
    deemed to be an original but all of which together will
    constitute one and the same instrument. This Agreement and
    Release may be executed by the delivery of facsimile copies of
    the signatures of the parties hereto.



 



    Very truly yours,



 



    /s/  Marc
    Panoff








    Marc Panoff




    Chief Financial Officer





    

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    READ THIS
    AGREEMENT AND RELEASE AND CAREFULLY CONSIDER ALL OF ITS
    PROVISIONS BEFORE SIGNING IT; IT HAS IMPORTANT LEGAL
    CONSEQUENCES AND INCLUDES A RELEASE AND WAIVER OF KNOWN AND
    UNKNOWN CLAIMS. CONSULT YOUR ATTORNEY BEFORE SIGNING
    IT.



 



    I acknowledge that I have read this Agreement and Release and
    that I understand and voluntarily accept its terms.



 



    THIS IS A LEGALLY ENFORCEABLE DOCUMENT.



 


	 	 	 
	

    Accepted and Agreed to:


	
 
	
 

	

    Print Name: John Mordock


	
 
	
 

	

    Signature: /s/ John Mordock


	
 
	
    March 2, 2010_____

	
 
	
 
	
    Date









 


	 	 	 
	
    STATE OF PENNSYLVANIA

    COUNTY OF BUCKS
	
 
	
    )

    ) ss.:***-**-****

    )









 



    On this 2nd day of March, 2010, before me
    personally
    came          
    to me known and known to me to be the person described herein
    and who executed the foregoing agreement and general release,
    and (s)he duly acknowledged to me that (s)he executed the same.



 








    /s/  Michael
    K. McCorriston








    Notary Public





    

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