VioQuest PHARMACEUTICALS, INC.
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VioQuest
PHARMACEUTICALS,
INC.
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Exhibit
10.1
January
31, 2007
Xxxxxx
X.
Xxxxxxx, M.D.
000
Xxxxxxxxxx Xxxxx
Xxx
Xxxx,
XX 00000
Dear
Xx.
Xxxxxxx:
On
behalf
of VioQuest Pharmaceuticals, Inc. (the “Company”), I am pleased to extend to you
this conditional offer of employment as the Company’s Chief Scientific and
Medical Officer. This letter (the “Letter”) shall confirm our understanding as
to the terms of your employment with the Company.
| 1. |
We
intend that your employment will commence February 1, 2007, or
another
mutually agreed upon date (“Effective Date”). You will be entitled to
receive an annual base salary equal to $330,000 (gross, less legally
required withholding and other required deductions, and any deductions
that you voluntarily authorize in writing), payable on a semi-monthly
basis. In addition, you will be eligible for a target bonus of
20% of your
base salary based on personal performance, and an additional 10%
based on
Company performance. Thirty days from the Effective Date, your
bonus
objectives for 2007 will be determined by you and the President
and CEO.
Your 2007 bonus will be prorated based upon your effective start
date.
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| 2. |
You
shall be entitled to receive a stock option grant entitling you
to
purchase 700,000 shares of the Company’s Common Stock at a per share price
equal to the greater of (a) $0.54 or (b) 105% of the closing bid
price of
the Company’s Common Stock on the OTC Bulletin Board on the Effective Date
(the “Options”) (subject to adjustment for splits and/or other capital
restructuring), such Options to vest as follows:
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(a)
233,000 of the Options will vest on the date that is one year from the
Effective Date;
(b)
233,000 of the Options will vest on the date that is two years from the
Effective Date;
(c)
234,000 of the Options will vest on the date that is three years from the
Effective Date;
With
the
exception of the foregoing terms described above, all terms of the Options
will
be consistent with Company’s 2003 stock option plan. Options will only vest if
you are an employee of the Company. Upon your termination, unvested options
will
be deemed expired. The stock option will be evidenced by a separate agreement
to
be entered into by you and the Company, which will incorporate the terms of
the
Company’s 2003 stock option plan and otherwise provide the terms outlined in
this letter.
000
Xx. Xxxx Xxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Telephone:
x0 000 000 0000 Fax: x0 000 000 0000
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VioQuest
PHARMACEUTICALS,
INC.
|
In
the
event the Company completes a transaction in which it sells the assets or stock
of VioQuest Pharmaceuticals, Inc. resulting in a change of control of the
Company (other than a sale of the stock or assets of the Company’s Chiral Quest
subsidiary) then the vesting terms of the stock options shall accelerate and
all
shares of common stock shall become immediately exercisable.
| 4. |
You
shall be reimbursed for all of your pre-approved out-of-pocket
expenses
incurred in connection with the Company’s business.
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| 5. |
You
will be entitled to participate in the full benefits package which
includes medical, dental, life and travel insurances, as well as
the
Company’s 401(K) program pursuant to the group policy of the Company.
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| 6. |
Even
though some provisions in this offer refer to future dates, they
are only
reference points for certain events that are scheduled for as long
as you
are employed. Your employment will be for an indefinite term. The
Company
makes no guarantee, or express or implied contract, of definite
or
continued employment, and nothing in this letter modifies or is
intended
to modify your at-will employment relationship with the Company.
Although
your job duties, title, compensation and benefits, and the Company’s
policies may change from time-to-time, only a document signed by
you and
the CEO of the Company may modify the at will employment relationship.
Your employment will also be subject to the CEO’s general satisfaction
with your work performance. You may terminate your employment with
the
Company, for any reason, upon 10 days notice.
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| 7. |
If
your employment is terminated by the Company for reasons other
than
“cause,” the Company shall continue to pay your base salary for a period
of six (6) months following such termination. Cause is defined
as the
conviction of a felony, theft or embezzlement of Company property,
or the
commission of an act involving moral turpitude that materially
and
adversely affects the Company’s reputation and business prospects, or the
failure to substantially perform your material duties and responsibilities
of your employment, which failure is not cured within thirty (30)
days
after written notice from the Company specifying the act of nonperformance
or within such longer period (but no longer than ninety (90) days
in any
event) as is reasonably required to cure such
nonperformance.
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| 8. |
If
your employment is terminated by the Company within one (1) year
following
a Change of Control, and such termination is without Cause, then
you shall
be entitled to receive, in addition to all compensation due and
payable to
or accrued (which includes milestone based bonus achievements)
as of the
date of termination, your annual compensation, payable in semi-monthly
installments over a period of twelve (12) months in accordance
with the
Company’s normal payroll practices in effect at such time, and any and
all
outstanding options to purchase shares of stock in the Company
granted to
you shall immediately vest and become immediately exercisable (whether
entered into before or after the date of this Agreement), in addition
to
the Company’s healthcare and insurance benefits program over a period of
twelve (12) months.
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000
Xx. Xxxx Xxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Telephone:
x0 000 000 0000 Fax: x0 000 000 0000
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VioQuest
PHARMACEUTICALS,
INC.
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| 9. |
You
represent to the Company that your employment with the Company
will not
constitute a breach or other violation of any agreement or contract
under
which you are bound or any other obligation that you owe to any
third
party. You further represent that no approvals or consents are
required
from any third party (including any former employer) in order for
you to
be employed by the Company as contemplated by this letter. To ensure
that
you comply with any possible obligations you may have to your former
employer(s), the Company requests that you check your past employment
records to determine whether, at any time within the last 3 years,
you
signed an agreement pertaining to any of the
following:
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| · |
Limiting
in any way your ability to compete with your former employer(s) or
work
for the Company;
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| · |
Promising
not to solicit any of your former co-workers or colleagues to join
you as
an employee of a future employer;
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| · |
Promising
not to solicit or call upon any of the customers of any of your former
employer(s);
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| · |
Promising
not to use or share any confidential or proprietary information belonging
to your former employer(s); or
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| · |
Agreeing
to return any confidential or proprietary information belonging to
your
former employer(s).
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If
your
review of your past employment records reveals that you have any agreements
described above, or any other agreements similar to those described above,
please provide documents to the undersigned so that the Company may
review.
| 10. |
In
addition to this Letter, it is a condition of your employment that
you
agree to be bound by the Company’s other established policies and
procedures, including the Company’s code of ethics and employee manual. In
particular, you hereby acknowledge the provisions of the employee
manual
set forth under the caption “Confidentiality and Intellectual Property
Assignment Agreement” and agree that you will be bound by the terms of
such section (as well as the other provisions of the employee manual).
As
a further condition, you will need to complete the Federal Employment
Eligibility Verification Form I-9 (please bring acceptable documents
with
you on the Effective Date that verify your identity and eligibility
to
work in the United States).
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000
Xx. Xxxx Xxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Telephone:
x0 000 000 0000 Fax: x0 000 000 0000
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VioQuest
PHARMACEUTICALS,
INC.
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| 11. |
You
agree during your term of employment with the Company and for twelve
months following the end of your employment, you will not solicit
the
business of, interfere with, disrupt, or attempt to disrupt, the
Company's
business relationship with, any of its clients or investors, or
solicit
any of the Company's employees.
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| 12. |
You
shall receive 20 business days as vacation
days.
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| 13. |
Your
title at the Company shall be Chief Scientific and Medical Officer,
responsible for successfully designing, implementing, and reporting
the
Company’s clinical trials to shareholders, potential investors, Board of
Directors and management, and to ensure the clinical trials meet
the
highest standards of excellence for ethics, scientific merit and
regulatory compliance, as well as satisfy corporate goals and meet
timeliness for approval. You will report to the President and
CEO.
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This
offer for employment is valid until February 1, 2007. If the Company does not
receive a response by you as of this date, the offer will expire.
If
you
find the foregoing arrangement acceptable and believe that the foregoing
accurately summarizes our understanding, please kindly so indicate by executing
and dating the attached copy of this letter in the space provided and returning
a copy to me.
| Very truly yours, | |||
| VioQuest Pharmaceuticals, Inc. | |||
| /s/ Xxxxxx Xxxxxxxxx | |||
| ACCEPTED & AGREED |
Xxxxxx Xxxxxxxxx |
||
| President and CEO | |||
| /s/ Xxxxxx X. Xxxxxxx | |||
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Xxxxxx X. Xxxxxxx, M.D. |
000
Xx. Xxxx Xxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Telephone:
x0 000 000 0000 Fax: x0 000 000 0000
