Unassociated Document


    FOR
SETTLEMENT PURPOSES ONLY

    UNLESS
EXECUTED BY BOTH PARTIES

     

                                            
  January 6, 2010

    


    Fredrick
Cobb

    1003
Farley Road

    Whitehouse
Station, NJ 08889

    


    Re:  Separation Agreement and
General Release

     

    Dear
Fred:

     

    This
letter (the “Letter
Agreement”) confirms the termination as an officer of  Advaxis,
Inc., (the “Company”), as of   November
16, 2009 (the “Termination
Date”).  Your termination as an employee is March 15, 2010 or
45 calendar days from my last day of full time employment.  By signing
this letter, you agree to the terms and conditions set forth below.

     

    A.           The Company’s
Obligations.  The Company will provide you with the following
payments and benefits:

     

    
      	
               
      

            	
              1.

            	
              The
      Company will pay you as an employee a bi-weekly payment equal to at least
      four (4) months of your current base salary of $200,000 (including base
      stock compensation) over that period, minus the deductions required by law
      (the “Severance
      Payment”).

            


    

     

    
      	
               
      

            	
              2.

            	
              Over
      this time period (November 16, through March 15, 2010 or 45 calendar days
      from your last day of full time employments) you will be allowed to
      continue to participate in the company’s 401K
  plan.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Company will pay you for six weeks of vacation plus your current year’s
      accrued but unused vacation through November 16, 2009 payable ratable over
      the next four pay periods.

            


    

     

    
      	
               
      

            	
              4.

            	
              Your
      health care benefits will stop as of March 15, 2010 and the company will
      pay you $350.00 earned for not participating in the plan from July 1, 2009
      through September 30, 2009 period. If you elect to continue your group
      health coverage pursuant to COBRA (see Section C2,
      below), you may continue your coverage at your own expense for the period
      required by COBRA.

            


    

     

    
      	
               
      

            	
              5.

            	
              Advaxis
      will issue you an additional 752,142 shares for the time period ending
      October 31, 2009 plus the pro rata amount earned through November 16th all
      shares to be issued on January 7, 2010. These shares are restricted from
      being traded for a period of six months.  The Company agrees to
      remove the restriction on these shares six months from
      issuance.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2

     

    
      	
               
      

            	
              6.

            	
              Advaxis
      will make a five year extension in the exercise period of your vested
      options vested on the later of March 15, 2010 or 45 calendar days from my
      last full day of time employment.

            


    

     

    
      	
               
      

            	
              7.

            	
              Advaxis
      will provide you Director’s and Officers coverage under their Directors
      and Officers Insurance Policies.

            


    

     

    B.           Employee’s
Obligations.  In consideration of the Company’s providing the
Separation Payment, above, to which you are not otherwise entitled, you
voluntarily agree to the following:

     

    
      	
               
      

            	
              1.

            	
              You
      will sign the attached General Release, which is expressly made a part of
      this Letter Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              You
      will not disclose the contents or substance of this Letter Agreement or
      the General Release to anyone except your immediate family and any tax or
      legal counsel you have consulted regarding the meaning or effect hereof,
      and you will instruct each of the foregoing not to disclose the
      same.

            


    

     

    
      	
               
      

            	
              3.

            	
              If
      you breach this Letter Agreement by asserting any claim against any of the
      Releases (as defined in the General Release) in violation of Section B.1
      or by disclosing any confidential or proprietary information in violation
      of Section
      B.2, above or C.3, below, you
      agree to repay to the Company the Separation Payment and to pay all legal
      fees and costs that the Company incurs to enforce your obligations, to the
      extent permitted by applicable law.

            


    

     

    
      	
               
      

            	
              4.

            	
              You
      will work with the Company for up to 20 hours per week ( one-half of the
      Advaxis work week) during a total of three months over the 4 months
      separation payment period. (November 16, 2009 to the later of March 15,
      2010 or 45 calendar days after my last day of full time
      employment).

            


    

     

    C.           Obligations Unrelated to
This Letter Agreement.  This Letter Agreement does not affect
the following rights and obligations:

     

    
      	
               
      

            	
              1.

            	
              You
      will be paid for any (1.) earned compensation (up to 20 hours per week
      plus the Advaxis time-off for the three month period and any full time
      employment over this period) (2.), any unused vacation days for 2009, in
      addition to the six weeks of vacation (3.), earned health care pay and
      earned shares (4.) noted above in Section
      A.1.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3 

     

    
      	
               
      

            	
              2.

            	
              You
      will be given separate information regarding your right to continue
      coverage under the Company’s group health plan, as required by the
      Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and to
      convert your group life insurance to an individual policy if
      applicable.  Coverage under the Company’s other benefit plans
      and programs (except 401-K) will terminate upon your Termination
      Date

            


    

     

    
      	
               
      

            	
              3.

            	
              You
      will keep in confidence and will not, except as specifically authorized in
      writing by the Company, or as required by law, disclose to or use for the
      benefit of any third party, any confidential or proprietary information
      about the Company, its business plans or its methods of operation, which
      you acquired, learned, developed or created by reason of your employment,
      except for information that is or becomes public other than through your
      breach of this paragraph.

            


    

     

    D.           Consideration
Period.

     

    
      	
               
      

            	
              1.

            	
              The
      obligations as set out in this Letter Agreement represent a complete
      settlement of all claims that you have or may have against the
      Company.  Because you’re signing of this Letter Agreement and
      the General Release releases the Releases from all claims you might have,
      you should review it carefully before signing
  it.

            


    

     

    E.           Miscellaneous.

     

    
      	
               
      

            	
              1.

            	
              By
      entering into this Letter Agreement, the Company does not admit, and
      specifically denies, any liability, wrongdoing or violation of any law,
      statute, regulation or policy.  Moreover, by signing this Letter
      Agreement you acknowledge that you are not aware of any wrongdoing on the
      part of the Company.

            


    

     

    
      	
               
      

            	
              2.

            	
              This
      Letter Agreement and the General Release will be governed by and construed
      in accordance with the laws of the State of New Jersey, without regard to
      the conflict of law principles thereof.  If any provision in
      this Letter Agreement or the General Release is held invalid or
      unenforceable for any reason, the remaining provisions shall be construed
      as if the invalid or unenforceable provision had not been
      included.

            


    

     

    
      	
               
      

            	
              3.

            	
              This
      Letter Agreement, including the General Release and the attachment,
      represents the entire agreement between you and the Company with respect
      to the subject matter hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4

     

    
      
        
          	 
      	
                  Sincerely
      yours,

                
	 
      	  
      
	 	/s/
      Thomas
      A Moore 
	 
      	
                  Thomas
      A Moore

                
	 
      	
                  Chairman
      and CEO

                
	 
      	
                  Advaxis,
      Inc.

                


        

      

    

    


    
      
        
          	
                  Agreed
      to and Accepted by:

                
	 
      
	
                  /s/
      Fred Cobb

                
	
                  Fred
      Cobb

                


        

      

    

    


    Date:__________________________             
 


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    5

     

    GENERAL
RELEASE

     

    I,
Fredrick Cobb, in consideration of and subject to the terms and conditions set
out in the Letter Agreement to which this General Release is attached, and other
good and valuable consideration, do hereby release and forever discharge and
their present and former directors, officers, shareholders, agents,
representatives, employees, successors and assigns (collectively, the “Releases”), from any
and all actions, causes of action, covenants, contracts, claims and demands
whatsoever, which I ever had or now have or which my heirs, executors,
administrators and assigns may have by reason of my employment with or the
severance of my employment from Advaxis.

     

    By
signing this General Release, I am providing a complete waiver of all rights and
claims that may have arisen, whether known or unknown, up until the time this
General Release is signed.  This includes, but is not limited to,
claims based on Title VII of the Civil Rights Act of 1964, the Civil Rights Act
of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act
of 1967 (including the Older Workers Benefit Protection Act), the Americans with
Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family
and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the
New Jersey State Labor Laws, and any common law, public policy, contract
(whether oral or written, express or implied) and tort law, and any other local,
state or federal law, regulation or ordinance having any bearing whatsoever on
the terms and conditions of my employment and the cessation
thereof.

     

    I am
signing this General Release knowingly, voluntarily and with full understanding
of its terms and effects, and I voluntarily accept the payments provided for in
Section A of the Letter Agreement for the purpose of making full and final
waiver and release of all claims referred to above.  I acknowledge
that I have not relied on any representations or statements not set forth in the
Letter Agreement or this General Release.

     

    The
Letter Agreement and this General Release will be governed by and construed in
accordance with the laws of the State of New Jersey, without regard to the
conflict of law principles thereof.  If any provision in the Letter
Agreement or this General Release is held invalid or unenforceable for any
reason, the remaining provisions shall be construed as if the invalid or
unenforceable provision had not been included.

     

    In
witness hereof, I have executed this General Release this 6th day of
January, 2010.

     

    
      
        
          	
                  /s/
      Fred Cobb

                
	
                  Name

                


        

      

    

     

    
      	
              State
      of New Jersey

            	
              )

            
	 
      	
              )
      ss.:

            
	
              County
      of ________

            	
              )

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6

     

    On this
_____ day of _________, 2009, before me, a Notary Public of the State of
___________, personally appeared _________________, to me known and known to me
to be the person described and who executed the foregoing release and did then
and there acknowledge to me that s/he voluntarily executed the
same.

    


    
      
        
          	
                  /s/
      Rosa A. Szeliga

                
	
                  Notary
      Public