EXHIBIT 10.11
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement is signed as of November 20, 1994
("Execution Date"), but made effective as of May 5, 1993 ("Effective Date"), by
and between Jenner Technologies, a California corporation (the "Company") and
Xxxx X. Xxxxxxx, M.D. (the "Executive").
1. Position and Duties. The Company hereby hires the Executive and the
Executive hereby accepts employment as President of the Company. The Executive
will, to the best of her ability during her employment, devote her full time and
best efforts to the performance of the duties and functions of the position of
President of the Company, and in the performance of those duties, will comply
with the policies of the Company and the direction of the board of directors. If
requested, the Executive agrees to serve as a director of the Company without
any additional compensation.
2. Compensation.
(a) Salary. The Company agrees to pay the Executive and the
Executive agrees to accept as compensation for her services, a monthly base
salary of $8,333.33 payable in accordance with the Company's standard payroll
policy. The first and last payment by the Company to the Executive shall be
prorated, if necessary, to reflect a commencement or termination date other than
the first or last working day of a pay period. From time to time, the board of
directors will consider increases in Executive's annual rate of salary in light
of the Executive's individual performance and other relevant factors.
(b) Benefits. The Executive will be entitled to standard
vacation, fringe benefits and reimbursement for reasonable out-of-pocket
expenses in accordance with the Company's practices covering executive
personnel, as such may be in effect from time to time.
3. Proprietary Information Agreement. In connection with the execution
of this Agreement, the Executive reaffirms and agrees to abide by the terms of
her Employee Proprietary Information Agreement with the Company (except to the
extent that such agreement references at- will employment).
4. Terms and Termination.
(a) Term. Except as otherwise set forth herein, this Agreement
will terminate on November 20, 1997; provided however that, on each anniversary
of the Execution Date, the term of this Agreement shall be extended to a date
three (3) years from the date of the respective anniversary date, unless the
Company shall have given Executive sixty (60) days notice prior to such
anniversary date of its intent not to renew the Agreement. The final date of
termination of this Agreement is referred to herein as the "Termination Date."
(b) Termination For Cause. This Agreement may be terminated by
the Company at any time for cause (as defined below) without any severance
obligation on the part of the Company. For purposes of this Agreement, "for
cause" shall include (i) acts of moral turpitude by the
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Executive, (ii) willful or habitual neglect of Executive's obligations under
this Agreement, (iii) an act of theft or dishonesty involving the Company, (iv)
the wrongful disclosure of trade secrets, (v) any other intentional action by
Executive that causes material damage to the Company or its relations with
customers, suppliers, employees or consultants, or (vi) conviction of the
Executive of a felony.
(c) Termination Without Cause. This Agreement may be
terminated by the Company at any time without cause; provided that the Company
shall pay to Executive as a severance payment (i) an amount equal to Executive's
remaining salary payable under this Agreement through and including the
Termination Date computed at Executive's then applicable monthly base salary,
(ii) any bonus which has not been paid at the time of termination, and (iii) any
vacation, sick leave or other accrued benefits payable in accordance with the
Company's policies then in effect. The payment to the Executive of the severance
payment described in this Section 4(c) and the vesting of stock described in
Section 4(e) below will discharge all of the Company's obligations to the
Executive.
(d) Termination in the Event of Bankruptcy. In the event that
the Company is the subject of, (i) any bankruptcy proceeding, (ii) assignment
for the benefit of creditors, (iii) a general cessation of operations, or (iv)
any other determination that the Company is insolvent and unable to continue its
normal business functions and activities (individually and/or collectively
"Bankruptcy"); and such Bankruptcy is the cause for termination of this
Agreement, then the Company shall pay to Executive $50,000 as a severance
payment, to the greatest extent such payment is allowed by applicable law and/or
any court of competent jurisdiction.
(e) Termination by Executive; Death. This Agreement may be
terminated by the Executive at any time upon 30 days written notice, in which
case the Company shall have no severance obligation to the Executive. If
Executive dies before the end of the term of this Agreement, Executive's estate
shall be entitled to receive (i) an amount equal to Executive's remaining salary
payable under this Agreement through and including the Termination Date computed
at Executive's then applicable monthly base salary, (ii) any bonus which has not
been paid at the time of death, and (iii) any vacation, sick leave and other
accrued benefits payable in accordance with the Company's policies then in
effect.
(f) Status as an Employee; Vesting of Stock. Executive's
status as an employee of the Company will be deemed to cease on the date of any
termination of employment as provided above. In the event that this Agreement is
terminated by the Company without cause (as provided in Section 4(c) above), or
the Executive dies or becomes disabled (as such term is defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended) before the end of the
term of this Agreement (as provided in the second sentence of Section 4(e)
above), then 100% of the shares subject to the Stock Purchase Agreement dated as
of December 10, 1992 between the Company and the Executive (the "Stock Purchase
Agreement") shall be released from the Repurchase Option set forth in Section 4
of such Stock Purchase Agreement.
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5. Conflicting Agreements. The Executive represents and warrants that
she is free to enter into this Agreement and that there are no employment
contracts or restrictive covenants preventing full performance of her duties
hereunder.
6. Withholding. All amounts payable to Executive under this Agreement
shall be subject to applicable withholding by the Company for taxes payable by
the Executive.
7. Miscellaneous.
(a) Assignment. This Agreement is predicated upon the unique
abilities and personal relationship of Executive and the Company. Accordingly,
Executive may not assign this Agreement or any of her rights hereunder without
the express written consent of the Company. This Agreement will inure to the
benefit of and will be binding upon the successors and assigns of the Company.
(b) Entire Agreement; Amendment. This Agreement contains the
entire agreement of the parties, and may not be changed orally, but only by a
subsequent writing signed by the party against whom enforcement of such change
is sought.
(c) Prior Agreements; Waiver. This Agreement supersedes any
prior agreement between the parties related to the subject matter hereof. It is
agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by the same party.
(d) Severability. In case one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement but such provisions
shall be deemed deleted and such deletion shall not affect the validity of any
other provision of this Agreement.
(e) Governing Law. This Agreement shall be governed by and
construed according to the internal laws of the State of California. The federal
and state courts of the state of California shall have exclusive jurisdiction to
adjudicate any dispute rising out of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
JENNER TECHNOLOGIES XXXX X. XXXXXXX, M.D.
By:/s/ XXXXXXX X. XXXXX /s/ XXXX XXXXXXX
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Title: CEO
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