Separation Agreement and General Release of Claims by and between the Company and Jason Shandell dated as of April 13, 2020
SEPARATION AGREEMENT AND
GENERAL RELEASE OF CLAIMS
This Separation Agreement and General Release of Claims (“Agreement”) is freely entered into by Jason Shandell (“Shandell”), and Amphastar Pharmaceuticals, Inc. (the “Company”). (All of the parties are referred to herein collectively as the “parties”.)
Whereas, Shandell and the Company entered into that certain employment agreement dated May 19, 2014 (the “Employment Agreement”);
Whereas, Shandell resigned from the Company effective April 10, 2020 (the “Separation Date”); and
Whereas, Shandell and the Company desire to settle and dispose of fully and completely any and all existing or potential disputes, claims and demands arising out of, or attributable to Shandell’s termination of employment and his employment relationship with the Company, including all allegations and claims alleged or which could have been alleged by Shandell against the Company or the other Released Parties (defined below) or any of them, and any other claims whatsoever that Shandell had, has or may have against the Company or the other Released Parties, on the terms and conditions set forth herein.
Now, Therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties as follows:
1.This Agreement is executed by Shandell in consideration of the Company’s agreement to compensate him, as set forth in Appendix A, (the “Consideration”). The parties agree to promptly execute any documentation necessary to facilitate the payment or provision of any of the Consideration to Shandell, and shall cooperate in good faith in that regard.
Shandell agrees that the Consideration satisfies in full any obligation or claimed obligation under the Employment Agreement. Shandell understands that he will only receive the Consideration if this Agreement becomes irrevocable by its terms and following the Effective Date of this Agreement (as defined Paragraph B.2(d)). Effective as of the Separation Date, Shandell is deemed to have resigned from all positions, offices, and directorships he held with the Company or any affiliate, subsidiary or parent thereof.
The parties mutually agree not to make or cause any other person or entity to make, any disparaging statements or generate any publicity whatsoever about Shandell, the Company or the Released Parties, or any of them, to any person, entity, the press, subsequent or current employers, in any form on social media, or to any former or current employees, consultants, customers or suppliers of the Company except: (a) if the Company is required by law to publicly disclose this Agreement, such as in an SEC filing, and (b) in a Company press release to announce that Shandell has stepped down as President, General Counsel, and member of the Board of Directors, and that Mr. Shandell and the Company have mutually agreed that now is the right time to transition and to consolidate the Company’s leadership structure (the “Press Release Announcement”). This includes oral or written statements including statements that place Shandell, the Company or any of the Released Parties in a negative light. The Company’s obligations under this Paragraph C are limited to its (i) current directors and officers, and only for so long as they are directors and officers of the Company; and (ii) employees whose responsibilities include human resources, investor relations or public relations. By way of clarification, and not by way of limitation, the parties will not, or cause any other person or entity to, publish or post any negative or disparaging comments about Shandell, the Company or any of the Released Parties in any social media (e.g., Facebook, Twitter, LinkedIn, Stocktwits, etc.), or to the press or in any media outlet, or in any other written or electronic communication whatsoever. If Shandell is asked about his separation from the Company, he will respond: The Company and I agreed that it was in the best interest of both parties to separate at this time. If the Company is asked about Shandell’s separation, the Company will respond: Mr. Shandell has stepped down as President, General Counsel, and member of the Board of Directors. Mr. Shandell and the Company have mutually agreed that now is the right time to transition and to consolidate the Company’s leadership structure. Further, Shandell agrees and acknowledges that the Company is required by law to publicly file this Agreement with the SEC in at least the Company's Quarterly Report on Form 10-Q for the quarter ending June 30, 2020, and to publicly disclose certain material terms of this Agreement in an 8-K filing. Additionally, Shandell agrees and acknowledges to the Press Release Announcement and that the Press Release Announcement is permissible.
This Agreement is not and cannot be used as evidence of, an admission of liability, or an admission of any violation of any law, rule, regulation or duty of any kind, by Shandell, the Company or any of the Released Parties.
|F.||CONFIDENTIAL INFORMATION AND RETURN OF COMPANY PROPERTY|
Subject to the exclusions set forth above, Shandell agrees that he will continue to hold in strictest confidence, and never use, copy or disclose to any third party, any confidential or proprietary information of or relating to the Company or the Released Parties, which he learned, accessed, possessed, created, developed or used while employed by the Company. Shandell’s signature below constitutes his certification under penalty of perjury that he has returned, or will return, to Dan Dischner, Associate Vice President of Human Resources, 11570 6th Street, Rancho Cucamonga, CA 91730, promptly after he executes and returns this Agreement (and by no later than the Effective Date of this Agreement), all documents and other items provided to Shandell by the Company, developed or obtained by Shandell in connection with his relationship with the Company, or otherwise belonging to the Company, including, but not limited to, any and all laptop computers, mobile phones (i.e., iPhone), hard drives, computing devices (e.g., iPad), and Company car. The Company agrees that per the discussion between Shandell and the Associate Vice President of Human Resources, the Company will promptly return Shandell’s personal property and documents to the extent the Company can locate such personal property and documents after a reasonably diligent search. If such personal property and documents contains any Company property, including but not limited to, the Company’s confidential or proprietary information, Shandell agrees to promptly destroy or delete such Company property.
Shandell agrees that he will cooperate with the Company and/or the Released Parties and its or their counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during his employment in which he was involved or about which he has knowledge. Unless required by law, court order or subpoena, Shandell agrees not to cooperate with or assist any other party that is not the Company and/or the Released Parties in any investigation, administrative proceeding or litigation relating to any matter that occurred during his employment in which he was involved or about which he has knowledge. Further, subject to the exclusions set forth in Paragraph C, Shandell agrees not to take, and shall not cause any other person or entity to take, any action that causes any harm, or any action that is reasonably foreseeable to cause any harm, to the Company or the Released Parties, including, but not limited to, any harm that causes monetary losses, business opportunity losses, regulatory delays or setbacks, and/or reputational harm.
Through at least the sixth anniversary of the Separation Date, the Company shall maintain coverage for Shandell as a named insured on all directors’ and officers’ insurance maintained by the Company for the benefit of its directors and officers on at least the same basis as all other covered individuals and provide Shandell with at least the same corporate indemnification as it provides to other senior executives and directors.
IN WITNESS WHEREOF, the parties have voluntarily entered into this Confidential Settlement Agreement and General Release of Claims entered into as of the date set forth below and shall be effective and irrevocable as set forth herein.
/s/ Jason Shandell
AMPHASTAR PHARMACEUTICALS, INC.
/s/ Dan Dischner
By: Dan Dischner
Its: Associate Vice President of Human Resources
Total Cash (payable as lump-sum within 10 calendar days after Shandell returns a signed copy of this Agreement to the Company and does not revoke the Agreement)
Company to purchase Shandell’s investment interest in ANP (to be completed within ninety (90) calendar days after ANP 2020 Valuation).
at Fair Market Value
Unvested LTI- RSU
Vest 80% of each RSU Grant that are Not Vested yet (within 10 calendar days after Shandell returns a signed copy of this Agreement to the Company and does not revoke the Agreement); Shandell still subject to current black-out period; Company will withhold shares (at the maximum statutory rates) in order to pay Shandell’s applicable taxes upon vesting of the RSUs.
Unvested LTI- Stock Options
Vest 80% of each Option Grant that are Not Vested yet (within 10 calendar days after Shandell returns a signed copy of this Agreement to the Company and does not revoke the Agreement); Shandell still subject to current black-out period; all of Shandell’s Options shall remain exercisable for three (3) months following the Effective Date.
36 months coverage from Separation Date