Delaware
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0-23047
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13-3864870
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file number)
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(I.R.S.
employer
identification
no.)
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420
Lexington Avenue, Suite 408
New
York, New York
(Address
of principal executive offices)
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10170
(Zip
code)
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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Exhibit
No.
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Description
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10.1
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Separation
Agreement between SIGA and Dr. Bernard Kasten, dated March 31,
2006.
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99.1
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Press
Release dated April 3, 2006
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1.
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EMPLOYMENT
AGREEMENT TERMINATED.
Except as otherwise expressly set forth below, all terms and conditions
of
the Employment Agreement dated July 2, 2004 between Executive and
Company
(the “Employment Agreement”) are hereby terminated, and this Agreement and
its attachment expressly
supersede any and all previous understandings and agreements between
the
Company and Executive and constitute the sole and exclusive understanding
between the Company and Executive concerning the subjects set forth
herein.
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2.
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REMAINING
TENURE.
Executive shall retain the title of Chief Executive Officer (“CEO”)
through and including April 30, 2006 or until he obtains new employment,
whichever occurs first (the “Remaining Tenure”).
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3.
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CONSIDERATION.
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a.
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Salary.
During the Remaining Tenure and for an additional period beginning
the
first business day after the end of the Remaining Tenure and continuing
through September 16, 2006 (the “Separation Period”), Executive shall
receive his salary on the terms and conditions set forth in Section
3(a)
of the Employment Agreement in lieu of any other severance or payment.
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b.
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Options.
Concurrently with the execution of this Agreement, the parties will
execute an amendment to Executive’s Incentive
Stock Option Agreement (relating to the “Time Vested Options,” as such
term is defined in the Employment Agreement)
that is substantially in the form of the annexed Exhibit A. Executive’s
Incentive Stock Option Agreement (relating to the “Milestone Options,” as
such term is defined in the Employment Agreement) is cancelled and
hereby
declared void ab
initio
and of no further force or effect. The parties’ rights and obligations
with respect to all options in Company stock, whether vested or unvested,
shall be as set forth in the amended Incentive Stock Option Agreement
(relating to the Time Vested
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c.
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Medical
and/or Dental Insurance Benefits.
Executive will be permitted to continue participation in the Company's
group medical and/or dental insurance benefit plans as in effect
and
amended from time to time at the contribution level in effect for
active
employees until (i) the end of the Remaining Tenure, (ii) he becomes
entitled to Medicare or (iii) he becomes eligible for coverage under
medical and/or dental insurance benefit plans, as the case may be,
of
another employer through his future employment, whichever occurs
first.
Executive shall notify the Company of his eligibility for coverage
under
medical and/or dental insurance benefit plans of any future employer
of
Executive promptly and no later than the date when such coverage
begins.
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4.
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COOPERATION.
During the Remaining Tenure and Separation Period, Executive shall
be
available to the Company on a reasonable basis for transitional purposes,
including, but not limited to, working on continuing funding projects,
the
proposed transaction between the Company and PharmAthene, Inc., Company
obligations with respect to the Securities and Exchange Commission
(“SEC”)
and the transition of contacts developed in connection with Executive’s
work as CEO. At any time, upon request, Executive shall give his
assistance and cooperation willingly in any matter relating to his
expertise or experience as the Company may reasonably request, including
his attendance and truthful testimony where deemed appropriate by
the
Company, with respect to any investigation or the Company's defense
or
prosecution of any existing or future claims or litigations relating
to
matters in which he was involved or potentially has knowledge by
virtue of
his employment with the Company.
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5.
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NON-DISPARAGEMENT.
Executive will not disparage or defame the Company, its employees,
officers, directors or shareholders, any of its actual or proposed
products or services, the proposed combination of the Company and
PharmAthene, Inc. or any other activity of the Company during his
tenure
with the Company. The Company will not disparage or defame Executive.
The
parties acknowledge that providing substantially accurate information
concerning Executive’s period of tenure or job titles with the Company
shall not violate this Agreement.
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6.
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ANNOUNCEMENT
OF SEPARATION.
The parties shall work in good faith to craft a mutually acceptable
public
announcement concerning the subject of this Agreement, including
a press
release and Company disclosure on SEC Form
8-K.
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7.
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OUT-OF-POCKET
EXPENSES.
During the Remaining Tenure and Separation Period, Executive shall
be
reimbursed for all legitimate out-of-pocket expenses actually incurred
in
connection with his cooperation with the Company pursuant to Paragraph
4
of this Agreement, so long as such expenses are approved in advance
and
substantiated with appropriate
receipts.
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8. |
COMPANY
PROPERTY.
At the end of the Remaining Tenure, Executive shall return all Company
property in his possession or control, including, without limitation,
computer disks or data (including, without limitation, data retained
on
any computer), any home-office equipment or computers purchased or
provided by the Company, and any records, documents, files or other
materials. Executive may retain the computer monitor and other devices
without data storage capabilities previously supplied or made available
to
him that have never contained Company data if, within seven (7) days
of
the execution of this Agreement, he shall remit to the Company the
full
purchase cost of such items.
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9.
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INDEMNIFICATION.
Executive shall remain entitled to indemnification from the Company
under
the terms of the Company’s certificate of incorporation and bylaws as in
effect on
the date of this Agreement for acts relating to his employment by
the
Company. Without limiting the foregoing, the Company agrees to indemnify
Executive in accordance with the Company’s certificate of incorporation
and bylaws in connection with the claims arising out of the pending
litigation with Four Star Group without Executive being required
to make
any further demand or notice, effective on the receipt by the Company
of
Executive’s undertaking.
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10. |
RELEASES.
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(a)
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RELEASE
OF COMPANY.
Executive hereby releases and holds harmless (on behalf of himself
and his
family, heirs, executors, agents, successors and assigns) now and
forever,
the Company from and waives any claim in any legal jurisdiction that
he
has presently or may have or has had in the past, known or unknown,
against the Company upon or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the date of this release,
including, without limitation, all claims arising from his employment
with, or termination of employment from, the Company, or otherwise.
Without limiting the generality of the preceding, this Agreement
is
intended to and shall release the Company from any and all claims
or
rights arising under any federal, state or local statute (including,
without limitation, Title VII of the Civil Rights Act of 1964, as
amended,
the Age Discrimination in Employment Act of 1967, as amended, the
Equal
Pay Act, as amended, the Americans with Disabilities Act of 1990,
as
amended, the Employee Retirement Income Security Act of 1974, as
amended,
the Family and Medical Leave Act of 1993, as amended, the Fair Labor
Standards Act, as amended, and all other statutes regulating the
terms and
conditions of your employment), regulation or ordinance, under the
common
law or in equity (including any claims for wages, wrongful discharge,
discrimination, or otherwise), or under any policy, agreement,
understanding or promise, written or oral, formal or informal, between
the
Company and Executive, including, without limitation, any claim Executive
might have for severance, termination or severance pay. Notwithstanding
the provision of any state law, and for the purpose of implementing
a full
and complete release and discharge of the Company, Executive expressly
acknowledges that this Agreement is intended to include in its effect,
without limitation, all claims which Executive does not
know
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(b)
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COVENANT
NOT TO SUE.
Executive will not sue the Company’s shareholders, or the officers,
directors, employees, agents, attorneys, successors or assigns of
any of
the Company or its shareholders (collectively, with the Company’s
shareholders, the “Company-Related Group”), regarding any claim or matter
relating to or arising out of Executive’s employment with the Company, the
termination of Executive’s employment, or any other event or activity
relating or pertaining to the Company; provided,
however,
that the covenant set forth in this Paragraph 10(b) shall not bar
the
assertion of any defense or counterclaim to any claim brought by
any
member of the Company-Related Group. Executive acknowledges that
all
members of the Company-Related Group are intended third-party
beneficiaries of this covenant.
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(c)
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RELEASE
OF EXECUTIVE.
The Company hereby releases and holds harmless (on behalf of itself
and
its agents, successors and assigns) now and forever, the
Executive (and
his family, heirs, executors, agents, successors and assigns) from,
and
waives any claim in any legal jurisdiction that it has presently
or may
have or has had in the past, known or unknown, against, the Executive
upon
or by reason of any matter, cause or thing whatsoever, from the beginning
of the world to the date of this release, including, without limitation,
all claims arising from the Executive’s employment with, or termination of
employment from, the Company, or
otherwise.
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(d)
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STOCK
OPTION AGREEMENT NOT RELEASED.
The releases set forth in this Paragraph 10 do not extend to the
rights
and obligations set forth in this Agreement or the amended Incentive
Stock
Option Agreement.
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11.
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CONFIDENTIALITY,
INVENTION OWNERSHIP AND RELATED COVENANTS.
Executive shall remain bound by the obligations contained in Section
8(a),
8(b) and 8(c) of the Employment Agreement. In addition, Executive
shall
not at any time divulge to any other entity or person any confidential
information acquired by Executive concerning the Company’s or its
affiliates’ financial affairs or business processes or methods or their
research, development or marketing programs or plans, any other of
its or
their trade secrets, any information regarding personal matters of
any
directors, officers, employees or agents of the Company or their
respective family members, any information concerning this Agreement
or
the terms thereof, or any information concerning the circumstances
of
Executive’s employment with and any termination of Executive’s employment
from the Company, or any information regarding discussions related
to any
of the foregoing or make, write, publish, produce or in any way
participate in placing into the public domain any statement, opinion
or
information with respect to any of the foregoing or that reflects
adversely upon or would reasonably impair the reputation or best
interests
of the Company or any of its directors, officers, employees or agents
or
their
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12.
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FREE
WILL.
Executive is entering into this Agreement of his own free will and
without
coercion, intimidation or threat of retaliation. He acknowledges
and
agrees that the Company has not exerted any undue pressure or influence
on
him in this regard. Executive acknowledges that he has had reasonable
time
to determine whether entering into this Agreement is in his best
interest,
has retained counsel and has read and fully understands the terms
set
forth in this Agreement.
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13.
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PENALTIES.
If Executive initiates or participates (other than as a witness providing
truthful testimony or relevant documents in his possession or control,
subject to Section 11 of this Agreement) in any lawsuit or other
legal
action arising out of his
employment
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14.
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NOTICE.
Any notice to be given under this Agreement shall be given in writing
and
delivered either personally or sent by certified mail to the Company
c/o
Chief Financial Officer at 420 Lexington Avenue, Suite 408, New York,
New
York 10170, and to you at 4380 27th
Court, S.W., Building No. One, #104, Naples, Florida 34116, with
a copy to
Bradley G. Haas, Esq., Katz Teller Brant & Hild, 255 East Fifth
Street, Suite 2400, Cincinnati, OH
45202.
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15.
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NON-ADMISSION.
Nothing contained in this Agreement shall be deemed or construed
as an
admission of wrongdoing or liability on the part of the Company or
Executive.
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16.
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SEVERABILITY.
Should any provision or part of this Agreement be found to be invalid
or
unenforceable, only that particular provision or part so found and
not the
entire agreement shall be
inoperative.
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17.
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ASSIGNMENT.
This Agreement may be assigned by the Company to (i) any affiliate
of the
Company or (ii) any non-affiliate of the Company that shall acquire
all or
the greater part of the business and assets of the Company. In the
event
of any such assignment, the Company shall cause such affiliate or
non-affiliate, as the case may be, to assume the obligations of the
Company hereunder with the same effect as if such assignee were the
“Company” hereunder. This Agreement is personal to Executive and Executive
may not assign any rights or delegate any responsibilities hereunder
without the prior approval of the
Company.
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18.
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NON-ALIENATION.
Executive shall not have any right to pledge, hypothecate or in any
way
create a lien upon any payment or benefit provided under this Agreement,
and no such payment or benefit shall be assignable in anticipation
of
payment, either by voluntary or involuntary acts or by operation
of
law.
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19.
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GOVERNING
LAW AND CHOICE OF FORUM.
This Agreement shall be governed by, and construed pursuant to, the
laws
of the State of New York applicable to agreements made and to be
performed
in New York by citizens thereof. The parties consent and agree to
the
exclusive jurisdiction of the federal and state courts sitting in
the
County of New York in the State of New York for all purposes. Notice
of
any lawsuit may, but need not, be sent in accordance with Paragraph
14
above in lieu of any other allowable
method.
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20. |
ENTIRE
AGREEMENT.
This Agreement and its attachment constitute the sole and exclusive
understanding between the Company and Executive concerning the subjects
set forth herein, other than the surviving terms of the Employment
Agreement and the amended Incentive Stock Option Agreement (relating
to
Time Vested Options) expressly referenced herein or in the attachment,
the
terms of which remain in full force and effect. Neither this Agreement
nor
the attachment may be altered, modified, changed or discharged except
in a
writing signed by Executive and agreed to by the
Company.
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