EXHIBIT 10.50
November 2, 1999
Xxxxxxx X. Xxxx, M.D., Sc.D.
Chairman & Chief Executive Officer
Aurora Biosciences Corporation
00000 Xxxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Dear Xxx:
This letter agreement ("Agreement") sets out the terms for your part-time
employment with Aurora Biosciences Corporation (the "Company") as well as the
terms under which you will act as Chairman of the Company's Board of Directors
(the "Board"). This Agreement will become effective November 8, 1999, consequent
to Xxxxxx Xxxxxxxxx'x appointment as Chief Executive Officer of the Company.
- COMPENSATION AND HOURS FOR 1999. Your work schedule, compensation,executive
bonus plan for 1999, and fringe benefits will remain at their current
levels through December 31, 1999. It is understood that you will take Paid
Personal Leave ("PPL") from December 13 through December 23 and that you
will be paid holiday pay for December 24 through December 31, 1999.
- CHAIRMANSHIP OF BOARD OF DIRECTORS. Beginning January 1, 2000 and as long
as you serve as Chairman of the Board, you will receive fees for meetings
comparable to the fees received by other non-executive directors, namely
$2,500.00 per Board meeting attended by you in person, $500.00 per
telephone or committee meeting in which you participate.
You will also receive a quarterly Chairman's fee of $2,500.00, payable in
advance on the first day of each quarter for as long as you remain Chairman
of the Board.
- PART-TIME EMPLOYMENT.
- Areas of service include: recruitment; customer relations;
business development; strategic alliances; investor relations;
organization development; scientific and technical review and any
other areas in which the Board requests your service.
- Reporting to: Chief Executive Officer
- Hours: You agree to provide 28 days of service per quarter, up to
15 of which may, at the Company's request be performed at the
Company's San Diego headquarters or elsewhere in the USA, and the
remainder will be in Europe, where it is understood you will be
residing.
- You will not be required to make more than four visits to the USA
in any quarter.
- Compensation: You will be paid $70,000 per quarter in advance,
subject to applicable deductions and withholdings.
- Expenses: The Company will pay reasonable and documented travel
and incidental business expenses including: business-class air
travel for inter-continental flights for business performed in the
USA at the Company's request, car rental and hotel-suite
accommodations for work periods in San Diego.
- Secretarial assistance and other facilities: You will receive
reasonable secretarial assistance and office facilities at the
Company's San Diego headquarters.
- COBRA: The Company will reimburse you for the costs of your COBRA
coverage or the premiums for medical coverage similar to your
current Company sponsored medical coverage (excluding family
members) during your service as a part-time employee.
- The Company's Business is a Priority: You agree that so far as
reasonably practicable the Company's business will take precedence
over any other professional work obligations in which you are or
become involved.
- Other professional activities: You agree that you will not provide
more than eighteen (18) days' paid work to third parties per
quarter. You agree that such third party work shall not conflict
with the Company's business interests. You further agree to notify
the CEO of the Company of the identity and nature of work involved
in any third party affiliations during the term of this agreement.
- Term: Beginning April 30, 2000, other than termination for "cause"
as defined in Attachment A, your employment with the Company may
be terminated by either the Company or you for any reason or no
reason with a minimum of 60 days' written notice to the other
party. The Company retains the right to pay you severance in lieu
of notice in exchange for your signature of a release of claims,
in the form attached hereto as Attachment B.
- Stock Options: All of the stock options to purchase Company Common
Stock which have been granted to you and dated February 18, 1997
and July 23, 1998 will continue to vest pursuant to the current
vesting schedules as provided in the Company's 1996 Stock Plan, as
long as you are serving as Chairman of the Board or a part-time
employee to the Company pursuant to this Agreement.
- Employee Proprietary Information & Inventions Agreement: The
conditions of the Employee Proprietary Information & Inventions
Agreement you executed on February 20, 1996, and attached hereto
as Attachment C, will remain in effect during and beyond the term
of your employment with the Company as provided therein.
- This Agreement is subject to satisfactory proof of your right to
work in the USA.
This Agreement is made in San Diego, California. This Agreement shall be
construed and interpreted in accordance with the laws of the State of
California. Once signed by you this Agreement will constitute the complete,
final and exclusive agreement between you and the Company relating to the terms
and conditions of your employment, and supersedes all prior and contemporaneous
oral and written employment agreements or arrangements between the Company and
you.
Yours sincerely,
/s/ Xxxxx Xxxxx /s/ Xxxx Xxxxxxxx, Xx.
-------------------- ------------------------
Xxxxx Xxxxx, Ph.D. Xxxx Xxxxxxxx, Xx., M.D.
Compensation Committee of the Board of Directors
Cc: X. Xxxxxxxxx, President
X. Xxxxx, Senior Director, Human Resources
I accept the terms and conditions outlined in this Agreement.
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, M.D., Sc.D.
ATTACHMENT A
Termination by the
Company for Cause: The Company may immediately terminate your
------------------ employment "for cause" at any time without
any prior written notice to you. Termination
shall constitute a termination "for cause" if
such termination is for one or more of the
following causes, as found by the Board of
Directors of the Company by a resolution duly
adopted by a majority of its members,
excluding you if you are then a member of the
Board (a copy of which resolution shall be
delivered to you):
(i) your substantial and continuing willful or
grossly negligent failure to perform your
duties substantially in accordance with your
responsibilities, which materially and
adversely affects the business, prospects,
financial condition, operations, property or
affairs of the Company, after 30 days notice
from the Board of Directors of the Company
(so long as such failure is continuing), such
notice setting forth in reasonable detail the
nature of such failure;
(ii) the commission by you of an act of willful
misconduct, fraud or embezzlement, which
results in material loss, damage or injury to
the Company, whether directly or indirectly,
or the commission by you of any other action
with the intent to injure materially the
Company which could, in the reasonable
opinion of the Board of Directors, result in
material harm to the Company;
(iii) if you are convicted of a felony, either in
connection with the performance of your
responsibilities for the Company or which
shall materially adversely affect your
ability to perform your responsibilities for
the Company; or
(iv) the commission of an act which constitutes
unfair competition with the Company or with
the intent of inducing any third party to
breach a material contract with the Company
or the willful and materially injurious
unauthorized disclosure of any trade secret
or confidential information of the Company.
In the event of a termination "for cause"
pursuant to the provisions of clauses (i)
through (iv) above, inclusive, you shall be
entitled to no severance or other termination
benefits except as required by law.
ATTACHMENT B
RELEASE AND WAIVER OF CLAIMS
In consideration of the payments and other benefits set forth in the
Employment Agreement dated November 2, 1999, to which this form is attached, I,
XXXXXXX X. XXXX, M.D., SC.D., hereby furnish AURORA BIOSCIENCES CORPORATION (the
"Company"), with the following release and waiver ("Release and Waiver").
I hereby release, and forever discharge the Company, its officers,
directors, agents, employees, stockholders, successors, assigns affiliates and
Benefit Plans, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys' fees, damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising at any time prior
to and including my employment Termination Date with respect to any claims
relating to my employment and the termination of my employment, including but
not limited to, claims pursuant to any federal, state or local law relating to
employment, including, but not limited to, discrimination claims, claims under
the California Fair Employment and Housing Act, and the Federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), or claims for
wrongful termination, breach of the covenant of good faith, contract claims,
tort claims, and wage or benefit claims, including but not limited to, claims
for salary, bonuses, commissions, stock, stock options, vacation pay, fringe
benefits, severance pay or any form of compensation.
I also acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to any claims I may have against the
Company.
I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADEA, that this Release and Waiver is knowing and
voluntary, and that the consideration given for this Release and Waiver is in
addition to anything of value to which I was already entitled as an executive of
the Company. I further acknowledge that I have been advised, as required by the
Older Workers Benefit Protection Act, that: (a) the Release and Waiver granted
herein does not relate to claims which may arise after this Release and Waiver
is executed; (b) I have the right to consult with an attorney prior to executing
this Release and Waiver (although I may choose voluntarily not to do so); and if
I am over 40 years of age upon execution of this Release and Waiver: (c) I have
twenty-one (21) days from the date of termination of my employment with the
Company in which to consider this Release and Waiver (although I may choose
voluntarily to execute this Release and Waiver earlier); (d) I have seven (7)
days following the execution of this Release and Waiver to revoke my consent to
this Release and Waiver; and (e) this Release and Waiver shall not be effective
until the seven (7) day revocation period has expired.
Date: November 2, 1999 By: /s/ Xxxxxxx X. Xxxx
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XXXXXXX X. XXXX, M.D., SC.D.
