APOLLO Genetics
May 15, 1996
Xxxxxx X. Xxxxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Xxxxxx:
This letter sets forth the terms on which Apollo Genetics, Inc. (The
"Company") is offering to employ you, initially in a consulting capacity, as
Vice President of Business Development, subject to the supervision of, and to
have such authority as is delegated to you by, the Chief Executive Officer and
the Board of Directors of the Company. You shall devote your business time,
attention and energies to the business and interests of the Company.
In consideration of the services to be rendered by you hereunder, the
Company shall pay you an annual salary of $100,000, payable in accordance with
the Company's usual payment practices (the "Base Salary"). The first seven
months of your employment shall be on a half-time basis (salary to be adjusted
on a pro-rata basis) and employment following that on a full-time basis. Your
compensation package shall be reviewed annually.
Your employment by the Company hereunder is "at will" and the Company
may terminate such employment at any time, in which case the Company shall pay
you the compensation and benefits otherwise payable to you under the preceding
paragraph through the last day of your actual employment by the Company.
You acknowledge and recognize that the highly competitive nature of the
businesses of the Company and its affiliates and accordingly agree that during
the period commencing on the date hereof and continuing until two years after
you cease to be employed by the Company you will not engage in any activity
which is competitive with any business conducted by the Company ("Business" as
defined below), its subsidiaries or its affiliates, including without limitation
becoming an employee, officer, agent, partner or director of, or other
participant in, any firm which directly competes with the Business. The Business
of the Company is defined as pharmaceuticals for age-related neurological
diseases. It is understood that you are and shall remain until further notice
the acting CEO of Endocon, Inc., a drug delivery company. The current business
activities of Endocon are excluded from this non-compete section.
With the exception of the Non-Disclosure Agreement between yourself
and the Company which remains in place, this Agreement supersedes all prior
agreements and constitutes the entire agreement between us with respect to
your employment by the Company. This Agreement shall in all events and for
all purposes by governed by the construed in accordance with the laws of the
Commonwealth of Massachusetts, without
regard to any choice of law principle that would dictate the application of
the laws of another jurisdiction.
Please indicate your acceptance of the terms of this offer by signing
the enclosed copy below and returning it to the Company.
Very truly yours,
/s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx, Ph.D.
President and CEO
Agreed to and accepted as of
the date first above written:
/s/ Xxxxxx X. Xxxxxxx
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Name:
