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EXHIBIT 10.24
EMPLOYMENT AGREEMENT
This Agreement, entered into this 6th day of February, 1998,
by and between THERAPEUTIC ANTIBODIES INC., a Delaware corporation with
administrative offices in Nashville, Tennessee (the "Company") and XXXXXX XXXXX
(the "Employee").
WITNESSETH:
1. Employment. Company employs Employee and Employee hereby accepts
employment under the terms and conditions hereinafter set forth.
2. Duties. Employee is engaged as Vice Chairman and Chief Executive
Officer of the Company. Employee shall perform faithfully and
diligently the duties customarily performed by persons in the position
for which Employee is engaged, together with such other duties assigned
to him by the Board of Directors of the Company (the "Board"). Employee
shall work at the Company's office in Nashville, Tennessee, and for
reasonable temporary periods as agreed by the parties, at other
locations. During the term of this Agreement, Employee shall serve
without additional compensation in such other offices of the Company to
which he may be elected or appointed by the Board.
3. Payments.
a. Base Salary. Employee shall receive an annual base salary (the
"Annual Base Salary") at the rate of two hundred fifteen
thousand dollars (U.S. $215,000.00) (before all customary
payroll deductions), which shall be paid in arrears in equal
bi-weekly installments in accordance with the Company's normal
payroll practices. The Annual Base Salary shall be subject to
review by the Board from time to time and may be increased by
the Board during the term hereof.
b. Annual Bonus. In addition to the Annual Base Salary, Employee
shall be entitled to receive an annual bonus (the "Annual
Bonus"), the amount of which shall be determined by the
Compensation Committee of the Board at its sole discretion. If
certain milestones as set forth in Exhibit A attached hereto
are achieved by the Company in the first year of the term
hereof, Employee may receive a cash bonus of up to fifty
thousand dollars (U.S. $50,000.00) after his first year of
employment. Thereafter, Employee may receive a bonus in the
form of stock options, stock, or cash, the amount and timing
of which shall be determined in the sole discretion of the
Board. The Company reserves the right to change all such
plans, practices, policies and programs on
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a prospective basis, at any time, effective upon delivery of
written notice to Employee. Employee shall not earn and
accumulate unused vacation and sick leave, or other benefits
in excess of an unused amount equal to the amount earned for
one year. Employee shall not be entitled to receive payments
in lieu of said benefits, other than for unused vacation leave
earned and accumulated at the time the employment relationship
terminates.
c. Stock Options. The Company shall grant Employee options to
purchase shares of the common stock of the Company on the
terms set forth in the option agreement attached as Exhibit B.
d. Benefit Plans. During the term hereof, Employee shall be
entitled to participate in all incentive, savings, retirement,
welfare, fringe benefit plans, practices, policies and
programs of the Company and agrees with their terms. Employee
shall be entitled to twenty-one (21) vacation days per year
plus public holidays recognized by the Company.
e. Employment Expenses. During the term hereof, Employee shall be
entitled to receive prompt reimbursement for all reasonable
and documented employment expenses incurred by the Employee in
accordance with the expense reimbursement policy of the
Company.
f. Relocation Expenses. Employee shall be entitled to be
reimbursed for all reasonable and documented closing expenses
for the sale of real property in California, personal moving
expenses, and incidental expenses related to his personal
relocation from California to Tennessee (the "Relocation
Expenses"); provided that the total reimbursement by the
Company of the Relocation Expenses shall not exceed one
hundred thousand dollars (U.S. $100,000.00).
4. Extent of Service. Employee shall devote substantially his full
business time, attention and energies to the business of the Company
and the performance of his duties and shall not, during the term of
this Agreement, provide consulting services or scientific services to
any other business or enterprise without the prior written consent of
the Company.
5. Term and Termination.
a. Commencement of Employment. Employee's employment under this
Agreement shall begin on March 2, 1998 (the "Commencement
Date").
b. Termination by Employee. Employee may terminate this Agreement
at any time upon thirty (30) days prior written notice. If
Employee terminates this Agreement at any time prior to
eighteen (18) months
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after the Commencement Date, he shall reimburse the Company on
the last day worked for a portion of the Relocation Expenses.
The portion of the Relocation Expenses for which Employee must
reimburse the Company shall be the proportionate amount of
Relocation Expenses corresponding to the amount of time that
has not elapsed out of said eighteen-month (18-month) period
prior to termination by Employee. Reimbursement of Relocation
Expenses shall be payable in full upon the last day of
employment, and the Company reserves the right to offset or
withhold such amounts from monies due Employee. In the event
of termination by Employee, Employee shall not receive any
severance allowance. After providing notice of termination,
Employee shall continue to perform his duties diligently and
faithfully as requested by the Board until the termination
date.
c. Termination by Company Without Cause. The Company may
terminate this Agreement without "cause" (as defined herein)
at any time by giving thirty (30) days prior written notice to
Employee. Upon termination by the Company without "cause,"
Employee shall be entitled to compensation (the "Severance
Compensation") equal to the Annual Base Salary; provided that
on or after the third anniversary of the Commencement Date,
Severance Compensation may be calculated as an amount
different from Annual Base Salary if the Board authorizes a
new policy in regard to severance payments for the Employee.
d. Termination by Company With Cause. The Company may terminate
this Agreement at any time upon the occurrence of "cause"
hereunder and in such event all compensation and benefit
obligations of the Company hereunder shall terminate upon the
date of termination. For the purposes of this Agreement, the
Company shall have "cause" in the event any of the following
occurs:
(i) Employee breaches a material term or condition of
this Agreement;
(ii) Employee is convicted of any crime involving fraud,
dishonesty, or moral turpitude;
(iii) Employee engages in theft or dishonesty in the
conduct of the Company business;
(iv) Employee fails to adhere to any written policy of the
Company.
e. Termination by Death. This Agreement and the Company's
obligation to continue to pay salary to Employee shall
terminate upon (i) the
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death of Employee or (ii) an illness, injury or disability due
to which Employee is unable to perform substantially all of
his duties (a "Disability"); provided, however, that in the
event of the death or Disability of Employee, any and all
benefits vested in Employee shall remain in place in
accordance with the terms and conditions of the applicable
benefit plans.
6. Restrictive Covenants.
a. Confidential Information. Employee agrees to comply with the
terms and conditions of the Confidentiality Agreement attached
hereto as Exhibit C and incorporated herein by reference as if
fully set forth herein.
b. Non-Compete. For a period determined as set forth below,
Employee agrees not to enter into or engage in the research,
development, and production of polyclonal antibodies and
polyclonal antibody-based products (the principal business
conducted by the Company) either as an individual for his own
account, as a partner for a joint venture, or as employee
agent, officer, director, or substantial shareholder in a
corporation or otherwise in the United States or the United
Kingdom. The term of this non-compete provision shall commence
on the date hereof. If the Employee voluntarily terminates his
employment, the term of the non-compete shall expire
twenty-four (24) months from the date of such termination. If
the Employee is terminated for "cause" as defined in Section
5, the term of the non-compete provision shall expire eighteen
(18) months from the date of such termination. If the Employee
is terminated without "cause," the term of the non-compete
provision shall expire on the date of such termination.
c. Non-Solicitation. Upon termination of his employment for any
reason, whether voluntary or involuntary, Employee agrees not
to directly or indirectly (i) offer employment to or procure
employment for any person who at any time during the twelve
(12) months immediately preceding such termination has been
employed by the Company or (ii) solicit business from any
entity, organization or person which has contracted with the
Company, which has been doing business with the Company, from
which the Company was soliciting business at the time of
Employee's termination, or from which the Employee knew or had
reason to know that the Company was going to solicit business
at the time of Employee's termination for a twelve-month
period from the date of termination of Employee's employment
with the Company.
d. Enforcement. Employee acknowledges that in the event of breach
of its covenants under this Section 6, the Company shall be
entitled, if it
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so elects, to institute and prosecute proceedings, either in
law or in equity, to enjoin Employee from violating any of the
terms of this Section 6, to enforce the specific performance
by Employee of any of the terms of this Section 6, and to
obtain damages for any of them, but nothing herein contained
shall be construed to prevent such remedy or combination of
remedies as the Company may elect to evoke. The failure of the
Company to promptly institute legal action upon any breach of
this Section 6 shall not constitute a waiver of that or any
other breach hereof.
e. Survival. Notwithstanding any provision to the contrary
otherwise contained in this Agreement, the agreements and
covenants contained in this Section 6 shall not terminate upon
Employee's termination of his employment with the Company or
upon the termination of this Agreement under any other
provision of this Agreement.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by registered
or certified mail to his residence on file with the Company in the case
of Employee, or to its principal office in the case of the Company.
8. Waiver of Breach. Either party's failure to enforce any provision of
this Agreement shall not in any way be construed as a waiver of any
such provision, or prevent that party thereafter from enforcing each
and every other provision of this Agreement.
9. Assignment. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company. Employee acknowledges that
services to be rendered by him are unique and personal, and Employee
may not assign any of his rights or allocate any of his duties or
obligations under this Agreement.
10. Entire Agreement. This instrument and the exhibits attached hereto
comprise the entire agreement of the parties, and supersede all prior
agreements. This Agreement may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension or discharge is sought.
11. Choice of Law and Forum. This Agreement shall be governed by the laws
of the state of Tennessee. Any dispute arising out of this Agreement
shall be resolved, at the Company's sole option, by federal or state
courts sitting in Nashville, Tennessee, and Employee waives any
objection to such venue.
12. Severable Provisions. The provisions of this Agreement are severable,
and if any one or more provisions may be determined to be judicially
unenforceable,
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in whole or in part, the remaining provisions shall nevertheless be
binding and enforceable.
13. Employee's Representation. Employee represents and warrants that
Employee (i) is free to enter into this Agreement and to perform each
of the terms and covenants contained herein, (ii) is not restricted or
prohibited, contractually or otherwise, from entering into and
performing this Agreement, and (iii) will not be in violation or breach
of any other Agreement by reason of Employee's execution and
performance of this Agreement.
14. Headings. Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
EMPLOYEE
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
THERAPEUTIC ANTIBODIES INC.
By: /s/ Xxxxxx X. Xxxxx
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Title: Chairman
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