Employment Termination and General Release Agreement - Trimeris Inc. and M. Ross Johnson
EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT
THIS EMPLOYMENT TERMINATION AND GENERAL RELEASE AGREEMENT ("Agreement")
is made and entered into by and between M. Ross Johnson, Ph.D. ("Johnson" or
"Employee") and Trimeris, Inc., a Delaware corporation ("the Company");
W I T N E S S E T H:
WHEREAS, Johnson has decided voluntarily to resign from employment with
the Company and to resign from membership on the Company's Board of Directors;
and
WHEREAS, the Company and Johnson have agreed that Johnson's employment
with the Company shall terminate, effective as of the close of business on March
12, 1999, and that his membership on the Company's Board of Directors shall
terminate effective as of the close of business on the same date; and
WHEREAS, Johnson and the Company now desire to memorialize, by the
execution of this Agreement, their understanding with respect to all matters
relating to Johnson's termination of employment and resignation from the Board
of Directors;
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein, as well as the payment of the monies and other benefits to
Johnson as hereinafter recited, the receipt and sufficiency of which are hereby
acknowledged by Johnson, it is agreed as follows:
TERMINATION DATE. Employee's tenure as an employee and as a member of
the Board of Directors of the Company shall cease as of the close of business on
March 12, 1999 (the "Termination Date").
SEVERANCE BENEFITS. In return for Employee's execution of and adherence to this
Agreement, including the releases that form a material part of this Agreement,
and provided Employee does not revoke this Agreement by written notice to the
Company or its representative pursuant to paragraph 11(g) below, the Company
shall provide Employee with certain benefits, including benefits to which he
would not otherwise be entitled:
SALARY CONTINUATION. The Company shall pay Johnson his regular salary in effect
as of his Termination Date, for the period March 13, 1999 through March 12, 2000
(the "Salary Continuation Period"), in the total amount of Two Hundred Seventy
One Thousand, Seven Hundred and Four Dollars ($271,704.00). Payments shall be
made on the Company's regular paydays, and shall be subject to usual and
customary deductions required by law and Company policy. In the event of
Johnson's death before the end of the Salary Continuation Period, any remaining
payments due under this paragraph shall be paid to Johnson's estate.
BONUS COMPENSATION. Johnson shall be paid a bonus for fiscal year 1998 in the
amount of Sixty-Five Thousand Dollars ($65,000.00). This bonus payment shall be
paid in a lump sum within thirty (30) days following April 30, 1999, and shall
be subject to the usual and customary deductions required by law and Company
policy. In the event of Johnson's death before the end of the Salary
Continuation Period, any remaining payments due under this paragraph shall be
paid to Johnson's estate.
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GROUP HEALTH PLAN. Johnson shall be entitled to elect for himself and any of his
dependents who are currently covered under the terms and conditions of the
Company's group health plan "continuation coverage" (including dental coverage)
as provided under Section 4980B of the Internal Revenue Code of 1986, as amended
("COBRA"). To the extent that Johnson elects continuation coverage under COBRA,
the Company will reimburse him for the cost of such continuation coverage for
himself and his covered dependents during the Salary Continuation Period. Such
reimbursements shall be treated as additional salary continuation and shall be
subject to usual and customary deductions required by law and Company policy.
After the Salary Continuation Period, Johnson shall bear the full cost of such
continuation coverage. In the event of Johnson's death before the end of the
Salary Continuation Period, and to the extent Johnson's surviving dependents
retain continuation coverage under COBRA after his death, the Company will
reimburse them for the cost through the end of the Salary Continuation Period.
VACATION. Within thirty (30) days following the execution of this Agreement, the
Company shall pay Johnson (or his estate in the event of his death) for the
seventeen (17) vacation days accrued but unused by Johnson through the
Termination Date.
LIFE AND DISABILITY INSURANCE. Subject to any limitations imposed by applicable
laws or by the underwriters of any group or individual life or disability
insurance policies maintained by the Company, the Company shall continue its
coverage of Johnson under such group or individual life and disability insurance
policies through the Salary Continuation Period, and the Company shall bear a
portion of the cost of such coverage in accordance with the Company's policies
in effect as of the Termination Date. If the Company is unable to continue such
coverage, the Company shall pay to Johnson an amount sufficient on an after-tax
basis to obtain such coverage (less any amount he would have otherwise been
required to contribute to the cost of Company-provided coverage) through the end
of the Salary Continuation Period. Such benefits or payments shall be treated as
additional salary continuation and shall be subject to usual and customary
deductions required by law and Company policy.
ADDITIONAL CONSIDERATION. As additional consideration for the releases
hereunder, the Company shall pay Johnson (or his estate in the event of his
death) One Thousand Dollars ($1,000.00) in a single lump sum payment within
thirty (30) days following his execution of this Agreement. Such payment shall
be treated as additional salary continuation and shall be subject to usual and
customary deductions required by law and Company policy. Johnson acknowledges
and agrees that he would not otherwise be entitled to this payment.
ATTORNEY'S FEES. The Company shall reimburse Johnson for the reasonable
attorney's fees actually incurred by him in connection with the negotiation of
the terms and provisions of this Agreement, provided Johnson or his attorney
provides the Company with the attorney's invoice for such fees, which invoice
shall include an itemized statement of the fees charged. The Company shall
reimburse Johnson for such fees within thirty (30) days following the Company's
receipt of the attorney's invoice.
STOCK OPTIONS. Effective on April 3, 1998, the Company granted to Johnson
certain stock options as evidenced by that certain Trimeris, Inc. Incentive
Stock Option Agreement executed by the Company and Johnson (the "Option
Agreement"). As of the Termination Date, Johnson had a vested right to exercise
options to purchase certain shares of the Company's common
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stock. Johnson and the Company agree that paragraph 4(a) of the Option Agreement
is hereby amended to provide, effective March 12, 1999, that the vesting
schedule shall be accelerated by twenty-four (24) months. Accordingly, Johnson
and the Company agree and acknowledge that Johnson shall have the vested right
under the Option Agreement, as so amended, to exercise options to purchase up to
98,438 shares of the Company's common stock. Such right shall remain exercisable
in accordance with and subject to the terms and provisions of the Option
Agreement (including but not limited to terms relating early expiration
following termination of employment).
EMPLOYEE NOTES. As of March 31, 1999, Johnson is indebted to the Company under
three (3) separate promissory notes dated May 2, 1997, June 2, 1997 and June 11,
1997 (the "Notes"). Each of the Notes is due and payable in full on the second
anniversary of its issuance. As of March 31, 1999, the aggregate principal and
accrued interest due on the Notes is Eighty Thousand One Hundred Forty-nine
Dollars and Twenty-six Cents ($80,149.26). The Notes shall continue to bear
interest in accordance with their respective terms, and shall be payable as
stated therein. In the event Johnson does not make any required payments on the
respective due dates thereof, the Company reserves the right in its discretion
to apply any amounts otherwise payable to Johnson under Section 2 of this
Agreement to the repayment of the Notes.
REPURCHASE OF RESTRICTED STOCK. Johnson is a party to Stock Restriction
Agreements with the Company dated May 2, 1997, June 2, 1997 and June 11, 1997
(collectively, the "Stock Restriction Agreements"). In connection with the
provisions of paragraphs 2 and 3 of each of the Stock Restriction Agreements,
the Company hereby waives its right to exercise its Purchase Options with
respect to all unvested shares of the Company's common stock previously
purchased by Johnson under such Stock Restriction Agreements. All shares of
common stock previously purchased by Johnson under the Stock Restriction
Agreements (the "Restricted Shares") are, therefore, fully vested in Johnson
(subject to the Company's rights under Stock Pledge Agreements between Johnson
and the Company dated May 2, 1997, June 2, 1997 and June 11, 1997 (collectively,
the "Stock Pledge Agreements")). Upon full payment of the Notes referenced in
Section 4, above, all of the Restricted Shares shall be released from the
applicable Stock Pledge Agreements in accordance with the respective terms of
such Stock Pledge Agreements, and any certificates in the Company's custody
shall be delivered to Johnson, and shall bear applicable legends designating the
shares as restricted. As transfer restrictions imposed by applicable securities
laws (including but not limited to restrictions under Rule 144) lapse, the
Company will cooperate with Johnson in removing the related restrictive legends
appearing on certificates for the Restricted Shares.
LIMITATIONS ON RELEASES. Johnson has accrued as of the Termination Date certain
vested rights to benefits under one or more employee pension benefit plans (as
defined in the Employee Retirement Income Security Act of 1974, as amended)
maintained by the Company. Johnson shall be entitled to receive his vested
accrued benefits under such employee pension benefit plans in accordance with
their respective terms. The releases contained in this document do not waive or
otherwise affect Johnson's rights to such vested accrued benefits. Similarly,
the Company has certain rights under the Inventions Agreement, the Notes, the
Stock Restriction Agreements, the Stock Pledge Agreements and the Option
Agreement, as modified by the provisions of Sections 3, 4 and 5 above (the
"Johnson Agreements"). The releases contained in this document do not
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waive or otherwise affect (except as specified in Sections 3, 4 and 5 above) the
Company's rights under the Johnson Agreements.
RELEASE OF CLAIMS.
RELEASE OF CLAIMS BY JOHNSON. In consideration of the mutual promises herein,
Employee, on behalf of himself and his heirs and assigns, hereby irrevocably and
unconditionally releases and forever discharges, individually and collectively,
the Company, its affiliated companies, and each of their respective officers,
directors, employees, shareholders, representatives, parent companies,
subsidiaries, predecessors, successors, assigns, attorneys and all persons
acting by, through or in concert with them (hereinafter "Trimeris"), of and from
any and all charges, claims, complaints, demands, liabilities, causes of action,
losses, costs or expenses of any kind whatsoever (including related attorneys'
fees and costs), known or unknown, suspected or unsuspected, that Employee may
now have or has ever had against Trimeris by reason of any act, omission,
transaction, or event occurring up to and including the date of the signing of
this Agreement.
This waiver, release and discharge includes without limitation,
claims related to any wrongful or unlawful discharge, discipline
or retaliation, any contract of employment, whether express or
implied, any promotions or demotions, compensation including
commissions, short term or long term incentives, the Company's
benefit plan(s) and the management thereof, defamation, slander,
libel, invasion of privacy, misrepresentation, fraud, infliction
of emotional distress, stress, breach of any covenant of good
faith and fair dealing, and any other claims relating to the
Employee's employment with the Company and the termination
thereof. This waiver, release and discharge further applies but
is not limited to any claims based on Title VII of the Civil
Rights Act of 1964, the Post Civil War Civil Rights Act (41
U.S.C. ss. 1981 - 88), the Civil Rights Act of 1991, the Equal
Pay Act, the Age Discrimination in Employment Act, the Older
Workers' Benefit Protection Act, the Rehabilitation Act of 1973,
the Americans with Disabilities Act, the Vietnam Era Veterans'
Readjustment Act, the Fair Labor Standards Act, the Workers
Adjustment and Retraining Notification Act, Executive Order
11246, the Employee Retirement Income Security Act of 1974, the
Family and Medical Leave Act (all as they may be amended), and
any other applicable federal, state or local laws, ordinances and
regulations including those relating to discrimination to the
extent permitted by law. Employee expressly waives all claims,
including those which he does not know or suspect to exist in his
favor as of the date of this Agreement against Trimeris. As used
herein, the parties understand the word "claims" to include all
actions, claims, and grievances, whether actual or potential,
known or unknown, and specifically but not exclusively including
all claims against Trimeris of the type referenced in this
Section 7(a) or otherwise arising from Employee's employment with
the Company, the termination thereof or any other conduct or
negotiations occurring on or prior to the date Employee signs
this Agreement. All such claims are forever barred by this
Agreement whether they arise in contract or tort or under a
statute or any other law. The final release of all claims by
Employee against Trimeris constitutes a material part of the
consideration flowing from
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Employee to Trimeris under this Agreement, and each of the
individuals and entities included within the term "Trimeris" is
an intended beneficiary of this consideration.
RELEASE OF CLAIMS BY THE COMPANY. In consideration of the mutual promises
herein, the Company, on behalf of itself, its affiliated companies, and each of
their respective officers, directors, employees, shareholders, representatives,
parent companies, subsidiaries, predecessors, successors, assigns, attorneys and
all persons acting by, through or in concert with them, hereby irrevocably and
unconditionally releases and forever discharges Johnson, his heirs, agents,
personal representatives and assigns, of and from any and all charges, claims,
complaints, demands, liabilities, causes of action, losses, costs or expenses of
any kind whatsoever (including related attorneys' fees and costs), known or
unknown, suspected or unsuspected, that the Company may now have or has ever had
against Johnson by reason of any act, omission, transaction, or event occurring
up to and including the date of the signing of this Agreement (the "Company
Claims"), except for Excepted Company Claims as defined below. For purposes of
this Section 7(b), "Excepted Company Claims" means, and the waiver provisions of
this Section 7(b) shall not apply to, (1) charges, claims, complaints, demands,
liabilities, causes of action, losses, costs or expenses based on or in
connection with any action taken by Johnson constituting fraud, or (2) charges,
claims, complaints, demands, liabilities, causes of action, losses, costs or
expenses based on or in connection with any action taken by Johnson, if any,
without the approval of the Company's Board of Directors to the extent approval
of the action would have been required under the Company's Bylaws, if:
Such action was material to the business or the financial position of the
Company;
Such action was not or has not been otherwise ratified at any time by the
Company's Board of Directors;
Such action was deliberately taken by Johnson with the knowledge that prior
approval of the Board of Directors was required for such action; and
Such action is specifically set forth in writing by the Board of Directors of
the Company and written notice of the details of the same is delivered to
Johnson within six (6) months after the date of this Agreement, at the following
address: 53524 Bickett, Chapel Hill, NC 27514, with a copy to: Robert H.
Merritt, Jr., Merritt, Wooten & Janvier, P.A., P.O. Box 3007, Raleigh, NC 27602.
Excepted Company Claims shall not include any charges, claims,
complaints, demands, liabilities, causes of action, losses, costs
or expenses about which any current member of the Company's
Executive Management, as defined below, or Board of Directors has
or had actual knowledge as of the date of this Agreement. Except
as set forth in Section 7(b)(2)(iv) above, nothing herein is
intended to or shall toll, extend, waive, amend or otherwise
affect any statute or period of limitation or repose with respect
to any Excepted Company Claims. For purposes of this Section
7(b), the term "Executive Management" shall include the following
officers of the Company: Chief Executive Officer, Chief
Scientific Officer, President, Chief Operating Officer, Chief
Financial Officer, Secretary, and Assistant Secretary.
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Except as specifically provided above with respect to the
Excepted Company Claims, this waiver, release and discharge
includes without limitation claims related to any act as an
officer, director or employee of the Company and/or the
management thereof, including defamation, slander, libel,
invasion of privacy, misrepresentation, infliction of emotional
distress, stress, breach of any covenant of good faith and fair
dealing, and any other claims relating to Johnson's employment as
an officer or director of the Company and the termination
thereof. The Company expressly waives all Company Claims (other
than the Excepted Company Claims), including those which it does
not know or suspect to exist in its favor as of the date of this
Agreement. As used herein, the parties understand the word
"claims" to include all actions, claims, and grievances, whether
actual or potential, known or unknown, and specifically but not
exclusively including all claims against Johnson of the type
referenced in this Section 7(b), or otherwise arising from
Johnson's employment with the Company, the termination thereof or
any other conduct or negotiations occurring on or prior to the
date Johnson signs this Agreement, provided that the waiver,
release and discharge of "claims" under this Section 7(b) shall
not apply to the Excepted Company Claims as set forth herein. All
Company Claims, except for the Excepted Company Claims, are
forever barred by this Agreement whether they arise in contract
or tort or under a statute or any other law. The final release of
claims by the Company against Johnson constitutes a material part
of the consideration flowing from the Company to Johnson under
this Agreement, and each of the individuals and entities
referenced in this Section 7(b) are intended beneficiaries of
this consideration.
CONFIDENTIAL TERMS. Employee and the Company agree that each will keep the
contents of this Agreement (including its existence and the terms and provisions
thereof) and the negotiations leading to it completely confidential, that
neither will hereafter publish or disclose any information concerning such
matters to anyone, and that each shall take every reasonable precaution to
prevent the direct or indirect disclosure of such information to third parties,
provided that the foregoing provisions shall not be construed to prevent
Employee from disclosing such matters to his family, accountant and/or any
attorney consulted by him or to prevent the Company from disclosing such matters
to its accountants and attorneys, and provided further that Employee may also
make such disclosures as are finally compelled by law provided Employee gives
the Company immediate notice of such legal process in order that the Company
shall have the opportunity to object to the disclosure of such information.
Notwithstanding the foregoing, the Company shall have the right to make any and
all disclosures as it determines to be necessary to comply with any judicial
order or the requirements of any law (including, without limitation, any
requirement to disclose the terms of this Agreement or to include this Agreement
in any filing with the Securities and Exchange Commission), and any such
disclosures shall not have the effect of terminating or waiving the continuing
confidentiality obligations of the parties hereunder.
PRESERVATION OF COMPANY CONFIDENTIAL INFORMATION. Employee shall not use for
himself, publish or disclose to any third party any confidential or proprietary
information concerning Trimeris or its business which was acquired or learned
during the course of Employee's employment with the Company. By way of example
and not limitation, such information includes management organization, salary
structures, financial results and conditions, product
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quality, product pricing, transfer pricing, production capacity, customer and
vendor lists, pricing, contacts and preferences, customer product
configurations, marketing and sales strategies and plans, inventions, research
and product development, trade secrets, patents, severance agreements with other
employees, MIS and telecommunications codes, and other business activities,
strategies and plans. Employee acknowledges, ratifies and reaffirms without
limitation all of the terms and conditions stated in that certain Proprietary
Information and Inventions Agreement between Employee and the Company and dated
January 19, 1995 (the "Inventions Agreement"), including but not limited to the
Statement Regarding Proprietary Information and Inventions Agreement executed by
Employee and dated January 10, 1995.
AGREEMENT NOT TO COMPETE. Johnson agrees that for a period of two (2) years
following the Termination Date, Johnson shall not, directly or indirectly,
acting alone or as a member of a partnership or as an officer, director,
stockholder, employee, consultant or representative of any company or other
business entity, (i) engage in any business activity anywhere in the world
involving viral membrane fusion or peptide manufacturing, or (ii) request any
present or future customers or suppliers of the Company to curtail or cancel
their business with the Company. Johnson further agrees that for a period of two
(2) years following the Termination Date, Johnson will not induce or attempt to
induce, directly or indirectly, any employees or consultants of the Company to
terminate his or her employment or association with the Company or any
successors or affiliates. The foregoing shall apply during the aforesaid two (2)
year period whether Johnson is contacted directly by such employee or consultant
or otherwise.
EMPLOYEE ACKNOWLEDGEMENTS. Employee understands and agrees that Employee:
Has carefully read and fully understands all of the provisions of this
Agreement;
Has been offered a full twenty-one (21) days from receipt of this Agreement to
consider its terms, and having had adequate opportunity to consider the terms of
the Agreement and consult with advisors of his choice, has elected to waive the
21 day period and sign the Agreement as of the date hereof;
Is, through this Agreement, releasing Trimeris from any and all claims Employee
may have against Trimeris, including but not limited to claims under the Age
Discrimination in Employment Act, as amended;
Knowingly and voluntarily agrees to all of the terms set forth in this
Agreement;
Knowingly and voluntarily intends to be legally bound by the same;
Was advised and is hereby advised in writing to consider the terms of this
Agreement and to consult with an attorney of Employee's choice prior to
executing this Agreement; and
Has a full seven (7) days following his execution of this Agreement to revoke
this Agreement and has been and hereby is advised in writing that this Agreement
shall not become effective or enforceable until the revocation period has
expired. Revocation must occur by hand delivery of a letter of revocation to
Mathew A. Megaro at Trimeris, Inc., 4727 University Drive, Durham, NC 27707, on
or before the end of the business day on April 20th, 1999.
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Will not retain any materials, supplies, equipment, originals or copies of any
Trimeris or other business records, documents, or data.
INJUNCTIVE RELIEF. Each of the parties acknowledges and recognizes that a
violation of this Agreement and its covenants will cause irreparable damage to
the other party and that the other party will have no adequate remedy at law for
such violation. Accordingly, each of the parties agrees that the other party
will be entitled, as a matter of right, to an injunction from any court of
competent jurisdiction restraining any further violation of the Agreement. This
right to injunctive relief will be cumulative and in addition to whatever
remedies the parties may otherwise have at law.
LEGAL PROCEEDINGS; AGREEMENT AS A DEFENSE. This Agreement may be plead as a full
and complete defense to, and may be used as the basis for an injunction against,
any action, suit, or other proceeding which may be instituted, prosecuted or
attempted in breach of this Agreement, except for an action based on a breach of
this Agreement. If, contrary to this Agreement, Johnson files a lawsuit or other
legal proceeding against Trimeris, the Company shall have the option, in its
sole discretion, either to raise this Agreement as a defense, or to rescind this
Agreement in which case Johnson shall refund to the Company all amounts paid to
him pursuant to Section 2 hereunder and no further payments shall be due to
Johnson under Section 2. If the Company files a lawsuit or other legal
proceeding against Johnson with respect to a Company Claim other than an
Excepted Company Claim, Johnson shall have the option, in its sole discretion,
either to raise this Agreement as a defense, or to rescind this Agreement in
which case no further benefits shall be due to Johnson under Section 2.
Notwithstanding the foregoing, nothing in this Agreement shall be construed to
prevent either party from pursuing claims against the other for breach of this
Agreement and from recovering appropriate legal or equitable relief in
connection with such claims.
GOVERNING LAW. This Agreement shall be governed by the laws of the State of
North Carolina. This Agreement shall be interpreted in accordance with the plain
meaning of its terms and not strictly for or against any of the parties hereto.
NO OTHER BENEFITS. Johnson acknowledges that, except as set forth herein, he is
not entitled to any compensation, monies or benefits from the Company, including
but not limited to compensation for accrued vacation, bonuses, commissions,
expenses or other forms of compensation or benefits. Except as set forth herein,
Johnson hereby waives all rights to any payments other than for outstanding bona
fide business expenses incurred by Johnson on behalf of the Company prior to
March 12, 1999.
ENTIRE AGREEMENT. This Agreement represents and contains the entire agreement
and understanding between Johnson and the Company with respect to its subject
matter, and it supersedes any and all prior oral and written agreements and
understandings, and no representation, warranty, condition, understanding, or
agreement of any kind with respect to the subject matter of this Agreement will
be relied upon by Johnson or the Company unless specifically incorporated in
this Agreement; provided, however, that the Option Agreement, Stock Restriction
Agreements, the Notes, and the Inventions Agreement, will each remain in full
force and effect, except to the extent expressly modified or amended hereunder.
Further, this
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Agreement is intended to be a binding contract between the parties and shall not
be modified, except by writing signed by both parties.
TAX WITHHOLDING. Certain payments made under this Agreement may be subject to
required income and other tax withholdings. Johnson will be responsible for any
taxes which may be due as a result of any payments made by the Company or
benefits otherwise provided as described above, and Johnson agrees to indemnify
and hold the Company harmless from any claim and expense that the Company may
incur as a result of any failure by Johnson to pay any such taxes.
NO ADMISSIONS. Johnson and the Company acknowledge and agree that the payments,
releases and other consideration described in this Agreement are offered and
exchanged in good faith and will not, for any purpose, be considered as
admissions of liability on the part of either party, which liability is
expressly denied, and no past or present wrongdoing on the part of either party
is implied by such payments, releases or other consideration under the terms of
this Agreement.
SEVERABILITY. In the event any provision of this Agreement is determined by a
court or other tribunal to be unenforceable for any reason, the remaining
provisions hereof shall remain in full force and effect and the unenforceable
provision(s) shall be interpreted and rewritten to give effect to the parties'
economic intentions.
ASSIGNMENT OF CLAIMS. Employee warrants to the Company that he has not assigned
any claim or cause of action released herein. The Company warrants to the
Employee that it has not assigned any claim or cause of action released herein.
COUNTERPARTS. This document may be executed in multiple counterparts, each of
which shall be considered an original.
VOLUNTARY AGREEMENT. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS BEEN ADVISED
THAT THIS AGREEMENT IS A BINDING LEGAL DOCUMENT. EMPLOYEE FURTHER AGREES THAT HE
HAS HAD ADEQUATE TIME AND A REASONABLE OPPORTUNITY TO REVIEW THE PROVISIONS OF
THIS AGREEMENT, HAS BEEN ADVISED TO SEEK LEGAL ADVICE REGARDING ALL ITS ASPECTS,
AND THAT IN EXECUTING THIS AGREEMENT EMPLOYEE HAS ACTED VOLUNTARILY AND HAS NOT
RELIED UPON ANY REPRESENTATION MADE BY THE COMPANY OR ANY OF ITS EMPLOYEES OR
REPRESENTATIVES REGARDING THIS AGREEMENT'S SUBJECT MATTER AND/OR EFFECT.
EMPLOYEE HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT AND VOLUNTARILY AGREES TO
ITS TERMS.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and Johnson has executed this Agreement, all as
of the 13th day of April, 1999.
Employee: Trimeris, Inc.
M. Ross Johnson, Ph.D.
/s/ M. Ross Johnson
----------------------- By: /s/ Dani Bolognesi
Title: ------------------------
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