Exhibit 10.23
Mr. Gregor Mirow Schlossstr. 4 Rißtissen Germany
Micromet, Inc. 2110 Rutherford Road Carlsbad, California 92008
Phone: (760) 494-4200 Fax: (760) 431-9980 E-mail: info@micrometinc.com Internet: www.micrometinc.com December 22, 2006 Re: Separation Agreement Dear Gregor: This letter sets forth the substance of the separation agreement (the “Agreement”), which Micromet, Inc. (the “Company”) is offering to you to aid in your employment transition. 1. Separation. As we have discussed with you, the Company is terminating your employment without Cause (as defined in the Executive Employment Agreement between you and the Company dated June 2, 2006, hereafter the “Employment Agreement”), and your last day of work with the Company and your employment termination date will be March 15, 2007 (the “Separation Date”). Any termination by you prior to the Separation Date would result in forfeiture of the Severance Benefits detailed below. 2. Severance Benefits. Subject to the terms of this Agreement, the Company will pay or grant you the following severance benefits (the “Severance Benefits”): (a) the amount of your base salary for 12 months payable as a lump sum on the Separation Date (less any payroll withholding and deductions due on such payments); (b) a bonus for calendar year 2006 determined by the Company ´s Compensation Committee in accordance with the 2006 Management Incentive Compensation Plan payable as a lump sum on the Separation Date (less any payroll withholding and deductions due on such payments);
(c) your base salary for any accrued vacation time from 2006 and pro-rated vacation time in 2007 to the extent you have not taken such vacation time by the Separation Date, payable as a lump sum on the Separation Date (less any payroll withholding and deductions due on such payments); (d) executive-level outplacement services with a firm to be chosen by you from a list of firms compiled by the Company up to a maximum of fifteen thousand Euros (€15,000). You must use the outplacement services prior to or within six (6) months after the Separation Date; (e) your health insurance and life insurance premiums for a period of 12 months following the Separation Date at the same level as was paid during the term of the employment under the Employment Agreement; (f) the acceleration of the vesting of all your options per the Separation Date, with an option exercise period of 12 months from the Separation Date; provided, however, that you agree that you will not sell during any one-month period in the 12 months following the Separation Date more than 10% of the shares held by you as of the Separation Date or issuable to you upon exercise of your options. Any planned and completed sale of shares during such 12-month period will be notified to the General Counsel of the Company. 3. No Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive any additional compensation, severance or benefits after the Separation Date and that the Severance Benefits of Section 2 replace any severance benefits you may have been entitled to under the Employment Agreement, any agreement you may have with Micromet AG, your position as a Vorstand of Micromet AG, or otherwise. 4. Expense Reimbursements. If you have been issued any Company credit or calling cards, the Company will cancel t