IPIX Corporation 8-K 03/03/06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________
FORM
8-K
CURRENT
REPORT
Pursuant
to section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): February
27, 2006
IPIX
CORPORATION
(Exact
name of registrant as specified in its charter)
DELAWARE 000-26363 52-2213841
(State
or
other (Commission (IRS
Employer
jurisdiction
of incorporation) File
Number) Identification
Number)
12120
SUNSET HILLS ROAD, SUITE 410 RESTON,
VIRGINIA 20910
(Address
of principal
executive offices) (Zip
Code)
Registrant's
telephone number, including area code: (703)
674-4100
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
On
February 27, 2006, IPIX Corporation (the "Company") entered into a separation
agreement (the "Separation Agreement") with Charles A. Crew, the Chief Financial
Officer of the Company, which is being filed with this report as Exhibit 10.1.
The Company and Mr. Crew have agreed to terminate the employment agreement
between the Company and Mr. Crew dated April 1, 2005 (the "Employment
Agreement") effective April, 1, 2006. Under the Separation Agreement, the
Company will pay any portion of Mr. Crew's base salary, vacation time, travel
and business expense incurred or accrued through April 1, 2006. The Company
will
also pay total bonus compensation to Mr. Crew of $20,000 for the fourth quarter
of 2005 and first quarter of 2006 as provided in Mr. Crew's employment
agreement. In addition, the Company will pay Mr. Crew a severance payment of
$200,000. Stock options to purchase up to 200,000 shares of Company common
stock
granted to Mr. Crew on April 1, 2005 will become fully vested on April 1, 2006,
and such options must be exercised on or before June 30, 2006, at which time
they will expire. For a period of six months after April 1, 2006, the Company
will reimburse Mr. Crew for the amount of any premium payments for group health
coverage made by Mr. Crew pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985.
ITEM
1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The
Employment Agreement between the Company and Mr. Crew was terminated effective
as of April 1, 2006, except that certain obligations concerning confidentiality,
non-solicitation and non-disparagement will survive termination. The principal
terms of the Employment Agreement have been described in previous SEC filings
by
the Company. A copy of the Employment Agreement was filed as Exhibit 10.3 to
the
current report on Form 8-K filed by the Company on April 4, 2005.
ITEM
5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective
April 1, 2006, Mr. Crew will resign as Chief Financial Officer of the Company.
The Company has commenced a search for a replacement for Mr. Crew and intends
to
appoint a successor as soon as practicable.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits.
| |
|
|
Exhibit No.
|
Description
|
|
10.1
|
Separation
Agreement dated February 27, 2006 between IPIX Corporation and Charles
A.
Crew
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
IPIX
CORPORATION
Dated: March
3,
2006
/s/Clara
M. Conti
Clara M. Conti
Chief Executive Officer
EXHIBIT
10.1
SEPARATION
AGREEMENT
AGREEMENT
(the “Agreement”) dated as of February 27, 2006 between IPIX Corporation, a
Delaware corporation with its principal offices at 12120 Sunset Hills Road,
Suite 410, Reston, Virginia (the “Company”) and Charles A. Crew
(“Employee”).
WHEREAS,
IPIX Corporation and Employee are parties to an employment agreement dated
April
1, 2005 (the “Employment Agreement”);
WHEREAS,
the Company and Employee desire to terminate the Employment Agreement;
and
WHEREAS,
the Company and Employee desire to enter into this Agreement;
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein and
for
other good and valuable consideration, the parties agree as
follows:
Section
1. Termination of Employment Agreement.
The
Company and Employee mutually agree to terminate the Employment Agreement,
and
all rights and duties arising from it or under it, effective as of April 1,
2006
(the “Termination Date”), except as specifically provided herein.
Section
2. Severance Payments to Employee: Other Matters.
(a)
On
the Termination Date, the Company shall pay any portion of Employee’s now
current base salary, accrued vacation time, and travel, entertainment or other
business expenses incurred or accrued but not paid, as of the Termination Date.
The Company shall also pay total Bonus Compensation of $20,000 for the fourth
quarter of 2005 and the first quarter of 2006 as provided for in the Employment
Agreement. In addition, the Company shall pay to Employee, on the Termination
Date and in one lump sum, as severance the amount of $200,000 (the “Severance
Payment”).
(b)
The
Company may withhold from any amounts payable under this Agreement any U.S.
federal, state and local taxes as may be required to be withheld pursuant to
any
applicable law or regulation. The Company’s obligations to make any payments
pursuant to this Section 2 are expressly conditioned on Employee's continued
compliance with the provisions of this Agreement.
(c)
For
the period of six (6) months after the Termination Date the Company shall
reimburse Employee for the amount of Employee's premium payments for group
health coverage, if any, elected by Employee pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided,
however, that Employee shall be solely responsible for all matters relating
to
Employee's continuation of coverage pursuant to COBRA, including (without
limitation) Employee's election of such coverage and Employee's timely payment
of premiums.
(d)
Employee's stock options granted to Employee on April 1, 2005 pursuant to the
IPIX Corporation Stock Option Agreements between Employee and the Company,
and
pursuant to the Amended and Restated IPIX Corporation Equity Incentive Plan,
shall become fully vested on the Termination Date up to the amount of 200,000
options. Employee’s vested options shall be exercisable within ninety (90) days
thereafter in the manner set forth in the applicable IPIX Corporation Stock
Option Agreement.
(e)
Employee acknowledges that the Company makes no representations to Employee
regarding the financial or tax consequences of the payments or benefits provided
under this Agreement.
(f)
Up to
and including the Termination Date, Employee shall continue to be enrolled
in
the Directors and Officers Liability Insurance Plan, and the Company shall
continue to provide this benefit to Employee.
Section
3. Post-Employment Activities.
(a)
Conditional
Nature of the Severance Payment; Non-Competition.
Employee acknowledges and agrees that he will continue to be bound by Section
8
of the Employment Agreement for the time periods specified therein, and that
Section 8 of the Employment Agreement shall survive termination of Employee’s
employment. Employee further acknowledges that the Remedies section (Section
9
of the Employment Agreement) and Assistance in Litigation section (Section
10.6
of the Employment Agreement) of the Employment Agreement shall survive
termination of Employee’s employment. Employee agrees and acknowledges that the
Employee's right to receive and keep the severance payments and other benefits
set forth in Section 2 is conditioned upon Employee continuing to observe,
and
not be in breach of, the provisions of the Confidentiality Agreement and the
Employment Agreement Provisions. Upon any breach of the Confidentiality
Agreement or the Employment Agreement Provisions, all severance payments and
other benefits pursuant to Section 2 of this Agreement shall immediately cease,
or if already paid, shall be recoverable in full by the Company.
(b)
Exclusions.
No
provision of this Agreement or the Employment Agreement shall be construed
to
preclude Employee from performing the same services which the Company retained
Employee to perform for any person or entity, or a division of any entity,
which
is not a “Competitor” of the Company (as defined in the Employment Agreement)
upon the expiration or termination of Employee’s employment (or any
post-employment consultation) so long as Employee does not thereby violate
Section 8 of the Employment Agreement.
Section
4. Remedies.
Employee's obligations under Section 3 of
this
Agreement shall survive the Termination Date. Employee acknowledges that a
remedy at law for any breach or threatened breach by Employee of Section 3
of
this Agreement would be inadequate and Employee therefore agrees that the
Company shall be entitled to injunctive relief in any court of competent
jurisdiction in the case of any such breach or threatened breach. Employee
acknowledges that this Section 4 does not limit the Company's right to seek
monetary damages for breach of this Agreement.
Section
5. Releases.
(a)
By
Employee.
For and
in consideration of the payment to be made and for other valuable consideration
to be provided to Employee pursuant to this Agreement, Employee, for himself,
his heirs, executors, administrators, trustees, legal representatives,
successors and assigns (hereinafter, collectively referred to as "Releasors”),
hereby forever releases and discharges the Company and any of its past, present
or future parent entities, and all of the partners, subsidiaries, affiliates,
divisions, employee benefit and/or pension plans or funds, successors and
assigns of each and any of its or their past, present or future directors,
officers, attorneys, agents, trustees, administrators, employees, or assigns
(whether acting as agents for the Company or in their individual capacities)
(hereinafter collectively referred to as “Releasees”) from any and all claims,
demands, causes of action, and liabilities of any kind whatsoever (upon any
legal or equitable theory, whether contractual, common-law, statutory, federal,
state, local, or otherwise), whether known or unknown, suspected or unsuspected,
disclosed or undisclosed, by reason of any act, omission, transaction or
occurrence which Releasors ever had, now have or hereafter can, shall or may
have against Releasees up to and including the Termination Date. Without
limiting the generality of the foregoing, Releasors hereby release and discharge
Releasees from:
(i)
any
and all claims relating to Employee's employment ("employment" in this Agreement
refers to any remunerative relationship, including without limitation, any
form
of independent contractor or consultant relationship);
(ii)
any
and all claims of employment discrimination, harassment and/or retaliation
under
any federal, state or local statute or ordinance, including without limitation,
any and all claims under Title VII of the Civil Rights Act, the Age
Discrimination in Employment Act (“ADEA”),
the
Fair
Labor Standards Act, the Family and Medical Leave Act, the Americans with
Disabilities Act, the Employee Retirement Income Security Act;
(iii)
any
and all claims for tortious conduct, wrongful discharge and/or breach of
employment contract or commission agreement;
(iv)
any
claims for compensation including but not limited to salary, bonus, stock,
or
stock options;
(v)
any
all claims for attorney's fees, costs, disbursements and the like which Employee
ever had, now has or hereafter can, shall or may have against Releasees for,
upon or by reason of any act, omission, transaction or occurrence up to and
including the Termination Date; and
Employee
acknowledges that he is knowingly and voluntarily waiving and releasing any
rights he may have under the ADEA, as amended. Employee also acknowledges that
the consideration given for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which he was already entitled.
Employee further acknowledges that he has been advised by this writing, as
required by the ADEA, that: (a) his waiver and release do not apply to any
rights or claims that may arise after the execution date of this Agreement;
(b)
he has been advised hereby that he has the right to consult with an attorney
prior to executing this Agreement; (c) he has twenty-one (21) days to consider
this Agreement; (d) he has seven (7) days following the execution of this
Agreement by the parties to revoke the Agreement by giving written notice of
his
intention to revoke to the Chief Executive Officer of the Company; and (e)
this
Agreement shall not be effective until the date upon which the revocation period
has expired, which shall be the eighth day after this Agreement is executed
by
Employee, provided that the Company has also executed this Agreement by that
date (“Effective Date”).
(b)
By
the
Company.
For and
in consideration of the termination of the Employment Agreement, and for other
good and valuable consideration, the Company and any of its past, present or
future parent entities, partners, subsidiaries, affiliates, divisions, and
each
and any of its or their past, present or future directors, officers, attorneys,
agents, trustees, administrators, employees, or assigns (whether acting as
agents for the Company or in their individual capacities) (hereinafter,
collectively referred to as "Releasors”), hereby forever release and discharge
Employee, for himself, his heirs, executors, administrators, trustees, legal
representatives, successors and assigns (hereinafter collectively referred
to as
“Releasees”) from any and all claims, demands, causes of action, and liabilities
of any kind whatsoever (upon any legal or equitable theory, whether contractual,
common-law, statutory, federal, state, local, or otherwise), whether known
or
unknown, suspected or unsuspected, disclosed or undisclosed, by reason of any
act, omission, transaction or occurrence which Releasors ever had, now have
or
hereafter can, shall or may have against Releasees up to and including the
Termination Date. Without limiting the generality of the foregoing, Releasors
hereby release and discharge Releasees from:
(i)
any
and all claims relating to Employee's employment with the Company ("employment"
in this Agreement refers to any remunerative relationship, including without
limitation, any form of independent contractor or consultant
relationship);
(ii)
any
and all claims for tortious or wrongful conduct and/or breach of the Employment
Agreement, Confidentiality Agreement, or any other agreement between the
parties;
(iii)
any
all claims for attorney's fees, costs, disbursements and the like which
Releasors ever had, now have or hereafter can, shall or may have against
Releasees for, upon or by reason of any act, omission, transaction or occurrence
up to and including the Termination Date.
Section
6. Miscellaneous.
(a)
Governing
Law Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the laws of
the
Commonwealth of Virginia, without reference to the conflict of law principals
of
Virginia.
(b)
Entire
Agreement Amendments.
This
Agreement and the documents referenced herein contain the entire understanding
of the parties with respect to the subject matter of this Agreement. There
are
no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein. This Agreement may not be altered, modified, or
amended except by written instrument signed by the parties hereto.
(c)
No
Waiver.
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver of such party's rights or
deprive such party of the right thereafter to insist upon strict adherence
to
that term or any other term of this Agreement.
(d)
Severability.
In the
event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not
be
affected thereby.
(e)
Assignment.
This
Agreement shall not be assignable by Employee and may be assigned by the Company
without the consent of Employee; provided, however, that the Company shall
require any successor to substantially all of the stock, assets or business
of
the Company to assume this Agreement,
(f)
Successors;
Binding Agreement.
This
Agreement shall inure to the benefit of and be binding upon the personal or
legal representatives, executors, administrators, successors, including
successors to all or substantially all of the stock, business and/or assets
of
the Company, heirs, distributees, devisees and legatees of the
parties.
(g)
Notice.
For the
purpose of this Agreement, notices and all other communications provided for
in
the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth
on
the execution page of this Agreement, provided that all notices to the Company
shall be directed to the attention of the Secretary of the Company, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt. Provided, however, that this Section 6 (g) shall not apply
to
notice of revocation under Section 5 of
this
Agreement, which notice shall be given as specified in Section 5.
(h)
Counterparts.
This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same
instrument.
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the
day and year first above written.
-Signature
Page To Follow-
THE
COMPANY:
Date: 2/27/06
By: /s/
Clara M. Conti
IPIX
Corporation
Title: Chief
Executive Officer
Address:
12120
Sunset Hills Road
Suite
410
Reston,
Virginia 20190
EMPLOYEE:
Date:
2/27/06 By: /s/
Charles A. Crew
Charles
A.
Crew
Address:
52 N. Orchard Way
Potomac,
MD 20854