RESIGNATION AND RELEASE AGREEMENT AND COVENANT NOT TO SUE
This Resignation and Release Agreement and Covenant Not to Sue (“Agreement”) is made and entered
into by and between Hana Biosciences, Inc. (the “Company”) and Fred L. Vitale (“Mr. Vitale”).
Mr. Vitale and the Company entered into an Employment Agreement in or about January,
2004 as amended December 16, 2005 (“Employment Agreement”). Mr. Vitale resigned from employment with
the Company and service as an officer of the Company effective January 22, 2008.
Disputes between the parties exist arising from Mr. Vitale’s employment and the termination of
Mr. Vitale’s employment.
Mr. Vitale and the Company now desire to fully and finally resolve their disputes on the terms
and conditions set forth below.
NOW, THEREFORE, the Company and Mr. Vitale, desiring to amicably resolve any and all existing and
potential disputes between them as of the date each executes this Agreement, and in consideration of the
obligations and undertakings set forth below and intending to be legally bound, agree as follows.
Company’s Obligations . The Company has accepted Mr. Vitale’s resignation from
employment and service as an officer of the Company, effective January 22, 2008. In exchange for “Mr. Vitale’s
Obligations” (defined in Section 2 below), and provided that Mr. Vitale signs this Agreement and does not
exercise his rights to revoke his waiver of certain discrimination claims (as defined in Section 5 below), the
Company hereby extends to Mr. Vitale the following new consideration (all and each of the following are the
Payment . The Company will pay Mr. Vitale separation pay in the amount of $166,667 (gross),
less applicable federal and state income tax and any other legally required withholding. Payment
will be made in a lump sum on the first regular Company payday that occurs after eight days have
passed from the date on