EMPLOYMENT AGREEMENT
EXHIBIT
10.1
EMPLOYMENT
AGREEMENT made as of this 8th day of April, 2006, (“Employment Agreement” or
“Agreement”) by and between Javelin Pharmaceuticals, Inc. (“Javelin” or the
“Company”), with a place of business at 000 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, XX 00000 and Xxxxxxx X. Xxxxxxxx (“Employee”) residing at 00 Xxxxxxx
Xxxx, Xxxxxxxx, XX 00000.
The
parties wish to enter into an Employment Agreement pursuant to which Employee
will be employed by Javelin.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereby agree as follows:
1. Employment.
Javelin agrees to employ Employee and Employee agrees to be employed by Javelin
as its Chief Financial Officer commencing May 1, 2006 on the terms and
conditions set forth herein.
2. Duties.
As
Chief Financial Officer of Javelin, Employee shall have such powers and perform
such duties as are customary for such a position at a company comparable to
Javelin, and as shall from time to time be assigned to him by the President,
Chief Executive Officer, Chief Operating Office of Javelin and/or Javelin’s
Board of Directors. Employee shall devote his full working time to the
performance of his duties to the Company. Employee’s services will be rendered
from Javelin’s offices in New York, New York and Cambridge, Massachusetts or
wherever business travel requires his presence. Employee shall report to
Javelin’s Chief Executive Officer.
3.
Term
of Agreement and Termination.
The term of the Agreement shall be for two (2) years, unless earlier
terminated:
(a)
by
either
party within the first three (3) months of the term for any reason or no reason
on written notice to the other;
(b)
immediately
upon the death of Employee;
(c)
at
the
option of Javelin, immediately on notice, in the event of the inability of
the
Employee to perform his duties hereunder, whether by reason of injury, illness
(physical or mental), or otherwise, for more than twelve (12) weeks in any
period of fifty-two (52) consecutive weeks;
(d) by
Javelin, immediately, for cause. For purposes of this agreement, “cause” shall
mean: (i) Employee’s breach of his duties to the Company under this Agreement,
or any statute, regulation or common law; (ii) Employee’s failure or refusal,
after notice thereof, to perform specific directives of the President, the
Chief
Executive Officer, the Chief Operating Officer or the Board of Directors of
Company, when such directives are consistent with the scope and nature of
Employee’s duties and responsibilities as Chief Financial Officer; (iii)
dishonesty of the Employee affecting or relating to the Company; (iv)
Drunkenness or use of drugs which interferes with the performance of Employee’s
obligations under this Agreement (v) Employee’s conviction of a felony or of any
crime involving moral turpitude, fraud or misrepresentation; or (vi) violation
of Javelin’s Employee Proprietary Information and Inventions Agreement
(Including Non-Competition and Arbitration); or (vii) Any gross or willful
conduct of Employee, resulting in loss to the Company, damage to the Company’s
reputation, or theft or defalcation from the Company.
In
the
event, following the expiration of this agreement, that the Company continues
the employment of Employee, whether upon the terms of this agreement or
otherwise, such employment shall be “at will” and such action shall not create
an employment for a definite term or period.
4. Compensation.
In consideration of the services to be rendered to Javelin under this Employment
Agreement, Employee’s compensation shall be as follows: (i) a base salary at the
rate of $200,000 per year, payable bi-monthly in accordance with Javelin’s usual
payroll procedures; (ii) a hiring bonus of 150,000 options for Javelin stock
that will vest in accordance with a fixed schedule approved by Javelin’s Board
of Directors; (iii) a discretionary performance-based bonus for the 2006
calendar year in the range of 0-49% of Employee’s base annual salary, with a
target bonus of 30%, to be determined at the sole discretion of Javelin provided
that Employee is still employed by Javelin on the date bonuses are paid; and
(iv) the opportunity to participate in Javelin’s performance-based Employee
Incentive Stock Option Plan.
5. Expenses.
Javelin will reimburse Employee for reasonable expenses incurred by Employee
in
the furtherance of Javelin’s business, including reasonable travel expenses. Air
travel shall be at coach or lower fares. Employee shall provide Javelin
appropriate receipts or
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other
evidence of the expenses incurred by Employee, and will be reimbursed against
such receipts on a monthly basis.
6. Vacation
and Benefits.
(i) Employee
shall be entitled to paid vacation equal to three weeks (15 business days)
per
year. Unused vacation days at the end of a calendar year will roll over to
the
following year or may be paid at the prorated base salary then in effect, at
Javelin’s option;
(ii) Employee
will be eligible to participate in and obtain the health and dental benefits
provided generally to Javelin’s executive employees; and
7. Employee
Proprietary Information and Inventions Agreement (Including Non-Competition
and
Arbitration).
Employee, as a condition of his employment, and continuing employment by
Javelin, shall execute and comply with Javelin’s Employee Proprietary
Information and Inventions Agreement (Including Non-Competition and
Arbitration).
8. Entire
Agreement.
This Employment Agreement replaces all prior agreements, discussions and
understanding between the parties and, together with the Employee Proprietary
Information and Inventions Agreement (Including Non-Competition and Arbitration)
referenced in the proceeding paragraph, contains the entire agreement with
regard to the employment of Employee by Javelin.
9. Representations
by Employee.
Employee represents and warrants that as of the date of this Employment
Agreement and continuing thereafter during its term, Employee is not and will
not be under any contractual or other obligation whatsoever to any third party
or former employer which (i) conflicts with any provision of this Employment
Agreement, (ii) limits or restricts the ability of Employee to enter into this
Employment Agreement or, generally, to be employed by Javelin, or (iii) limits
or restricts the ability of Employee to perform the duties and requirements
of
his position.
10. Notices.
Any notice or notices required by the terms of this Employment Agreement shall
be in writing and shall be deemed given upon delivery to the other party if
delivered by hand; twenty four hours after sending by facsimile or Express
Mail
or recognized national overnight delivery carrier; or five days after mailing
which, if used, shall be by postage prepaid, registered mail, return receipt
requested, to the respective parties as follows:
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If
to Javelin:
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000
Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx,
XX 00000
Fax
No. (000) 000-0000
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To
the attention of:
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Xxxxxx
X. Xxxx, MD
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With
copy to:
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Xxxxxxx
X. Xxxxxx, Esq.
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Xxxxxxxx
& Xxxxxx LLP
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Fax
No.: (000) 000-0000
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If
to Employee:
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Xxxxxxx
X. Xxxxxxxx, CPA, MBA
00
Xxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Fax
No.: to be specified by Employee
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or
to
such other address or addresses, or fax numbers, as either party may designate
in accordance with this paragraph.
11. Severability.
The invalidity of any provision or provisions of this Agreement shall not affect
any of the other provisions of this Agreement which shall all remain in full
force and effect. In addition, any such provisions deemed to be invalid shall
be
deemed amended so that such provisions survive to the fullest extent permitted
by New York Law.
12. Assignment.
This Agreement, and Employee’s rights and obligations hereunder, may not be
assigned by Employee. Javelin may assign its rights, but only together with
its
obligations, hereunder in connection with any sale, transfer or other
disposition of all or substantially all of its business or assets. The
obligations of Javelin hereunder shall be binding on its successors and assigns,
including, but not limited to its successors and assigns whether by merger,
consolidation or acquisition of all or substantially all of its business or
assets.
13. Governing
Law and Jurisdiction .
This Agreement shall be governed by, and construed in accordance with, the
laws
of the State of New York, without reference to its conflict of laws rules and
the New York State Courts in New York County, and the United States District
Court for the Southern District of New York, shall have exclusive jurisdiction
over all disputes under or in connection with this Agreement and the parties
agree that venue shall rest exclusively in those courts.
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14. Headings.
The paragraph headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Employment
Agreement
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By:
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/s/Xxxxxx
X. Xxxx
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/s/Xxxxxxx
X. Xxxxxxxx
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Xxxxxx
X. Xxxx, MD
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Xxxxxxx
X. Xxxxxxxx, CPA, MBA
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April
8, 2006
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April
8, 2006
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date
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date
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