to
the other party hereunder.
9.8.
ENTIRE AGREEMENT; AMENDMENTS.
AS OF THE EFFECTIVE DATE, THIS
AGREEMENT AND THE ATTACHED EXHIBITS CONTAIN THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF, AND
MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF EVERY NATURE RELATING TO THE SUBJECT MATTER (INCLUDING,
WITHOUT LIMITATION, THAT CERTAIN LETTER AGREEMENT BETWEEN THE EXECUTIVE AND THE
COMPANY DATED JULY 2, 2001 AND THAT CERTAIN CHANGE IN CONTROL AGREEMENT BETWEEN
THE EXECUTIVE AND THE COMPANY DATED OCTOBER 11, 2002).
THIS
16
AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING
SIGNED BY EACH OF THE PARTIES HERETO.
9.9.
WITHHOLDING.
THE COMPANY WILL WITHHOLD FROM ANY PAYMENTS DUE TO
EXECUTIVE, ALL TAXES, FICA OR OTHER AMOUNTS REQUIRED TO BE WITHHELD PURSUANT TO
ANY APPLICABLE LAW.
9.10.
HEADINGS DESCRIPTIVE.
THE HEADINGS OF SECTIONS AND PARAGRAPHS OF THIS
AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT THE
MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
9.11.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS,
EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER WILL
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
[This space left blank intentionally; signature page follows.]
17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
NEOSE TECHNOLOGIES, INC.
By:
/s/ A. Brian Davis
A. Brian Davis
Senior Vice President & CFO
/s/ George J. Vergis
GEORGE J. VERGIS, PH.D.
18
Exhibit I
Mutual Release and Non-Disparagement Agreement
THIS MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT (this "Mutual Release") is
made as of the
day of
,
by and between GEORGE J.
VERGIS, Ph.D. ("Executive") and NEOSE TECHNOLOGIES, INC. (the "Company").
WHEREAS, Executive's employment with the Company has ceased; and
WHEREAS, Executive has resigned as an officer and/or director of the Company and
each of its subsidiaries and affiliates; and
WHEREAS, pursuant to Section[s] 4[[,] [and] 6 [and 7]] of the Amended and
Restated Employment Agreement by and between the Company and Executive dated
April 30, 2007 (the "Employment Agreement"), the Company has agreed to pay
Executive certain amounts and to provide him with certain rights and benefits,
subject to the execution of this Mutual Release.
NOW THEREFORE, in consideration of these premises and the mutual promises
contained herein, and intending to be legally bound hereby, the parties agree as
follows:
SECTION 1.
Consideration.
Executive acknowledges that: (i) the
payments, rights and benefits set forth in Section[s] 4[[,] [and] 6 [and 7]] of
the Employment Agreement constitute full settlement of all his rights under the
Employment Agreement, (ii) he has no entitlement under any other severance or
similar arrangement maintained by the Company, and (iii) except as otherwise
provided specifically in this Mutual Release, the Company does not and will not
have any other liability or obligation to Executive.
Executive further
acknowledges that, in the absence of his execution of this Mutual