Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (Agreement) is made and entered
into by and between JEFFREY W. SHERMAN (Employee), an individual, and NeoPharm,
Inc. (the Company).
Employee's employment with the Company will terminate
effective June 18, 2007 as part of the Company's reduction-in-force.
Employee's
last day of work will be June 18, 2007.
1.
IN EXCHANGE FOR THE CONSIDERATIONS SET FORTH HEREIN, THE COMPANY
AGREES TO: A) PAY EMPLOYEE THE TOTAL AMOUNT OF ONE HUNDRED THIRTY SEVEN
THOUSAND, FIVE HUNDRED DOLLARS ($137,500.00), MINUS FEDERAL OR STATE TAX
WITHHOLDINGS, DURING THE PERIOD OF JUNE 18, 2007 THROUGH DECEMBER 18, 2007, ON
THE COMPANY'S REGULARLY SCHEDULED PAYROLL DATES DURING THAT PERIOD; B) REIMBURSE
THE EMPLOYEE FOR THE COST OF COBRA MEDICAL INSURANCE COVERAGE (INCLUDING THE
ADMINISTRATIVE FEE) FOR EMPLOYEE AND ANY ELIGIBLE DEPENDENTS, FOR THE PERIOD OF
JUNE 18, 2007
THROUGH AUGUST 18, 2007, ASSUMING EMPLOYEE IS ELIGIBLE AND ELECTS
COBRA COVERAGE FOR THAT PERIOD AND HE IS NOT OTHERWISE ELIGIBLE FOR MEDICAL
INSURANCE COVERAGE DURING THAT PERIOD UNDER ANY OTHER EMPLOYER'S GROUP HEALTH
INSURANCE PLAN.
THE COBRA REIMBURSEMENT PAYMENTS REFERENCED ABOVE WILL BE MADE
DIRECTLY TO THE EMPLOYEE ASSUMING THE EMPLOYEE PROVIDES PROOF OF HIS ELECTION OF
COBRA AND PROOF OF PAYMENT OF THE COBRA PAYMENTS TO THE COMPANY'S GROUP MEDICAL
INSURER.
EMPLOYEE WILL REMAIN RESPONSIBLE FOR COMPLYING WITH ALL THE OTHER
REQUIREMENTS OF COBRA, INCLUDING CONTINUING TO PAY FOR HIS MEDICAL INSURANCE
AFTER THE COMPANY IS NO LONGER OBLIGATED TO PROVIDE REIMBURSEMENT OF SUCH
PAYMENTS.
THE COMPANY ALSO AGREES NOT TO CONTEST ANY CLAIM FOR UNEMPLOYMENT
BENEFITS EMPLOYEE MAY SUBMIT FOR THE PERIOD STARTING JUNE 19, 2007.
THE COMPANY
WILL ALSO COMPENSATE EMPLOYEE FOR HIS ACCRUED BUT UNUSED VACATION LEAVE AS OF
JUNE 18, 2007, AND FOR HIS NORMAL SALARY AND BENEFITS THROUGH HIS FINAL DAY OF
EMPLOYMENT, AT HIS CURRENTLY ESTABLISHED NORMAL RATE OF COMPENSATION.
2.
EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, THE PROMISES
AND PAYMENTS DESCRIBED ABOVE IN PARAGRAPH 1 ARE IN FULL, FINAL AND COMPLETE
SETTLEMENT OF ANY CLAIM (OTHER THAN FOR PAYMENT OF SALARY AND BENEFITS EARNED
THROUGH THE FINAL DAY OF EMPLOYMENT) THAT HAS OR COULD POSSIBLY BE MADE BY
EMPLOYEE IN CONNECTION WITH HIS EMPLOYMENT WITH OR THE TERMINATION OF HIS
EMPLOYMENT WITH THE COMPANY.
3.
IN CONSIDERATION OF THE PAYMENTS AND PROMISES MADE BY THE COMPANY
TO EMPLOYEE IN PARAGRAPH 1 ABOVE, EMPLOYEE HEREBY RELEASES AND DISCHARGES THE
COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES,
AFFILIATES, SUPERVISORS, MANAGERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND
ATTORNEYS, AND ITS AND THEIR PREDECESSORS, SUCCESSORS, HEIRS, EXECUTORS,
ADMINISTRATORS, AND ASSIGNS ("RELEASED PARTIES") FROM ANY AND ALL CLAIMS,
ACTIONS, CAUSES OF ACTIONS, GRIEVANCES, SUITS, CHARGES, OR COMPLAINTS OF ANY
KIND OR NATURE WHATSOEVER, THAT HE EVER HAD OR NOW HAS, WHETHER FIXED OR
CONTINGENT, LIQUIDATED OR UNLIQUIDATED, AND WHETHER ARISING IN TORT, CONTRACT,
STATUTE, OR EQUITY, BEFORE ANY FEDERAL, STATE, LOCAL, OR PRIVATE COURT, AGENCY,
ARBITRATOR, MEDIATOR, OR OTHER ENTITY, REGARDLESS OF THE RELIEF OR REMEDY.
WITHOUT LIMITATION, THIS RELEASE SPECIFICALLY