Exhibit 10.1
SEVERANCE AND CONSULTING SERVICES AGREEMENT
This SEVERANCE AND CONSULTING SERVICES AGREEMENT ("Agreement") is made as of
this 12th day of September, 2008 ("Resignation Date") by and between Stanley N.
Lapidus of Bedford, New Hampshire ("you" or the "Consultant"), and Helicos
BioSciences Corporation (the "Company"), which has its headquarters at One
Kendall Square, Building 700, Cambridge, Massachusetts, 02139.
Therefore, in consideration of the mutual covenants hereinafter recited, and
additional consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1.
TERMINATION OF EMPLOYMENT: THIS CONFIRMS THAT YOU ARE HEREBY
RESIGNING FROM EMPLOYMENT WITH THE COMPANY EFFECTIVE AS OF THE RESIGNATION
DATE.
ON OR BEFORE THE COMPANY'S FIRST PAYROLL DATE FOLLOWING THE RESIGNATION
DATE, THE COMPANY SHALL PAY YOU ALL SALARY THROUGH THE RESIGNATION DATE PLUS ALL
PAY FOR ALL ACCRUED BUT UNUSED VACATION.
2.
SEVERANCE PAY: THE COMPANY SHALL PAY YOU SEVERANCE PAY IN THE
AGGREGATE AMOUNT OF $183,750 AS FOLLOWS:
(A)
REGULAR PAYMENTS MADE IN EQUAL INSTALLMENTS OVER THE 18-MONTH PERIOD
BEGINNING WITH THE FIRST PAYROLL DATE IN OCTOBER 2008 (THE "SEVERANCE PERIOD"),
AT THE GROSS MONTHLY RATE OF $10,208.33.
SOLELY FOR PURPOSES OF SECTION 409A OF
THE INTERNAL REVENUE CODE OF 1986 ("SECTION 409A"), EACH INSTALLMENT PAYMENT IS
CONSIDERED A SEPARATE PAYMENT.
(B)
NOTWITHSTANDING THE FOREGOING, THE AMOUNTS PAYABLE UNDER SECTION 2(A) THAT
ARE SUBJECT TO SECTION 409A (I.E., AMOUNTS PAYABLE AFTER MARCH 15, 2009) SHALL
NOT COMMENCE UNTIL AT LEAST SIX MONTHS AND A DAY AFTER THE DATE OF YOUR
"SEPARATION FROM SERVICE" (WITHIN THE MEANING OF SECTION 409A).
WE HEREBY AGREE
THAT THE RESIGNATION DATE IS THE DATE OF YOUR SEPARATION FROM SERVICE.
3.
BENEFITS:
DURING THE SEVERANCE PERIOD YOU SHALL BE ELIGIBLE TO
PARTICIPATE IN THE COMPANY'S GROUP MEDICAL AND DENTAL PLANS AT YOUR CURRENT
COVERAGE LEVELS, SUBJECT TO PREMIUM CONTRIBUTIONS BY YOU TO THE SAME EXTENT AS
PREMIUM CONTRIBUTIONS ARE REQUIRED FOR ACTIVE EMPLOYEES WITH THE SAME COVERAGE
LEVELS. THE DATE OF THE EXPIRATION OF THE SEVERANCE PERIOD SHALL BE THE DATE OF
THE "QUALIFYING EVENT" UNDER THE COMPANY'S GROUP MEDICAL AND DENTAL PLANS FOR
THE PURPOSE OF CONTINUATION OF COVERAGE PURSUANT TO THE CONSOLIDATED OMNIBUS
BUDGET RECONCILIATION ACT OF 1985 ("COBRA").
THE COMPANY WILL PRESENT YOU WITH
INFORMATION ON COBRA UNDER SEPARATE COVER.
IF YOU TIMELY ELECT CONTINUATION OF
COVERAGE UNDER COBRA, YOU SHALL BE ENTITLED TO COVERAGE UNDER THE COMPANY'S
GROUP MEDICAL AND DENTAL PLANS IN WHICH YOU ARE CURRENTLY PARTICIPATING ("GROUP
HEALTH PLANS") AT THE COVERAGE LEVELS THAT CURRENTLY APPLY TO YOU, SUBJECT TO
PAYMENT SOLELY BY YOU OF ANY PREMIUMS AT THE THEN CURRENT RATE REQUIRED FOR
ACTIVE EMPLOYEES WITH THE SAME COVERAGE LEVELS, EFFECTIVE UNTIL THE COBRA
CONTINUATION PERIOD ENDS.
4.
EQUITY AWARDS:
AS OF THE RESIGNATION DATE, THE OPTION GRANTED TO
YOU (THE "OPTION") TO PURCHASE 355,555 SHARES OF COMMON STOCK OF THE COMPANY
PURSUANT TO THE INCENTIVE STOCK OPTION AGREEMENT DATED MARCH 28, 2006
(THE "OPTION AGREEMENT") SHALL VEST IN ITS ENTIRETY AND BECOME FULLY
EXERCISABLE.
YOU AGREE THAT, EXCEPT FOLLOWING A