SEPARATION AGREEMENT AND GENERAL RELEASE
*Note: This form is not to be signed until the termination of Employees employment.
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this Agreement) is made and entered into as of ______________ ___, 20__ (the Effective Date) by and between PYXIS ONCOLOGY, INC., having an address at [company address] (Pyxis), and [employee], residing at [address] (Employee).
WHEREAS, the parties desire to set forth in this Agreement the terms upon which they have mutually agreed to an orderly termination of Employees employment with Pyxis;
NOW THEREFORE, in consideration of the mutual agreements and other consideration contained in this Agreement, the parties agree as follows:
1. Severance and Other Benefits. In accordance with the terms of the executive employment agreement between Pyxis and Employee, dated [date], 2021 (the Employment Agreement), which is attached hereto and incorporated herein as Attachment A, Pyxis agrees to pay Employee the severance benefits set forth in Section 4 of the Employment Agreement in accordance with the terms thereof.
2. Release. In consideration for the payments made pursuant to Section 1 above, Employee, on behalf of Employee, Employees heirs, executors, administrators, successors and assigns, hereby releases, acquits and forever discharges Pyxis and any and all of its current or former subsidiaries and other affiliated entities and benefit plans, as well as its and/or their officers, directors, representatives, attorneys, agents, servants, employees, stockholders, successors, predecessors and affiliates, each in their respective capacities from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, in equity or otherwise, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, acts or conduct at any time as of or prior to the Effective Date, including, but not limited to: all such claims or demands arising from Employees employment or the termination of Employees employment; all such claims and demands related to salary, bonuses, commissions, stock, stock options (except as provided in Section 4 of the Employment Agreement), expense reimbursements, or any form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the Federal Civil Rights Acts of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, or any law or legal principle of similar effect in any other relevant jurisdiction; contract claims; tort claims; or claims of wrongful discharge, discrimination, fraud, defamation, and emotional distress. Employee further agrees not to sue or otherwise institute or cause to be instituted or in any way voluntarily participate in the prosecution of any complaints or charges against any persons or entities released herein in any federal, state or other court, administrative agency or other forum concerning any claims released herein. Notwithstanding the foregoing, this release by Employee excludes (i) any rights to payment under Section 4 of the Employment Agreement, (ii) any rights to vested accrued benefits and compensation under the applicable plans and arrangements (including with respect to equity awards) of the Company or any affiliate, (iii) any right to indemnification by the Company or its affiliates, (iv) any right to coverage under applicable directors and officers or other third party liability insurance policies, and (v) any rights to unemployment benefits pursuant to the terms of applicable law. The foregoing release will not apply to any rights a party may have that cannot be waived as a matter of applicable law.