SEPARATION AGREEMENT AND RELEASE OF CLAIMS
This Separation Agreement and Release of Claims (the “Agreement”) is made and entered into by and between Mahboob U. Rahman, M.D. Ph.D. (“Employee”) and CytoDyn Inc. (“Employer”). It is intended to clearly set forth the terms and conditions of Employee’s separation from employment with Employer, and to facilitate a smooth and amicable transition from employment.
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants set forth below, it is agreed as follows:
1.Separation of Employment. Employee’s last day of employment was April 5, 2021 (the “Separation Date”). Employee has received his final paycheck for wages earned through the Separation Date and any accrued, but unused PTO, less applicable taxes and withholdings, on the next regular payroll date occurring after the Separation Date.
2.Consideration. In consideration of Employee’s acceptance of this Agreement without revocation as provided in Section 11 below, Employer will provide Employee with the following:
a.Severance. Employer agrees to pay Employee a severance equal to nine (9) months of Employee’s regular salary as of the Separation Date, less taxes and withholdings ("Severance Payment"). The Severance Payment will be paid in equal bi-weekly installments over a nine (9) month period through the Employer's normal payroll processing commencing on the next regular payroll date after this Agreement has become effective as set forth in Section 11.
b.Extended Health Insurance Benefits. Employee's group health coverage (if any) will continue until July 31, 2021 at Employer’s expense, provided Employee elects continuation coverage and completes the required continuation documentation. Additional coverage is not available under the Employer’s plan beyond this time period.
3.Return of Employer’s Property. Employee warrants and represents that he has not removed and will not remove any Employer property from its premises, servers, databases, or equipment, except and to the extent authorized by Employer in writing. Employee further warrants that he has returned all property in any form whatsoever, unaltered and undamaged, to Employer.
4.Release of Claims.
a.By Employee. With the exception of the obligations arising under this Agreement, Employee knowingly and voluntarily, unconditionally and forever, waives and releases any and all claims, damages, causes of action and rights, whether known or unknown, contingent or noncontingent, contractual or otherwise against Employer or any of its directors, officers, agents, representatives and employees, past and present, and each of their successors and assigns (collectively “Releasees”). Employee makes this commitment even though he understands that he may not, as of this date, know all of the claims he may lawfully have against the Releasees and that he is relinquishing the right to pursue any claims which he could have pursued before courts without having the opportunity to pursue those claims to a trial and have the damages, if any, set by a judge and/or jury, including without limitation any claims under the Civil Rights Acts of 1964 and 1991 as amended (“Title VII”), the Washington State Law Against Discrimination (“WLAD”), the Americans with Disabilities Act (“ADA”), the Rehabilitation Act of 1973, the Fair Labor Standards Act (“FLSA”), the Employee Retirement Income Security Act (“ERISA”), the National Labor Relations Act (“NLRA”) and its Washington equivalent, the