Exhibit 10.1
LIFECELL CORPORATION
XXXX X. XXXXXX
AGREEMENT
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This Agreement (this "Agreement") is made effective for all purposes and in
all respects as of August 19, 1998, by and between LifeCell Corporation, a
Delaware corporation (the "Company"), and Xxxx X. Xxxxxx (the "Executive").
WHEREAS, the Executive has served the Company as its chief executive
officer since May 1986;
WHEREAS, both the Company and the Executive have determined that it is in
the Company's best interest to effect an executive succession plan in respect of
the executive services rendered by the Executive;
WHEREAS, the Executive's knowledge, expertise, experience and skills are
valuable to the Company and will continue to be so upon and after the date (the
"Successor Effective Date") on which the first successor to the Executive (the
"Successor") has been elected President and Chief Executive Officer of the
Company by the Board of Directors of the Company (the "Board") and has assumed
such offices;
NOW, THEREFORE, in view of the foregoing, and in recognition of the
Executive's valuable contributions to the success of the Company, the mutual
promises and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Executive, intending legally to be bound, agree as follows:
1. Term. Subject to the specific provisions for termination set forth
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herein, the term of this Agreement shall be for the period beginning on the date
hereof and ending on the later of (i) the last day of the calendar month in
which occurs the fourth anniversary of the Successor Effective Date, or (ii)
October 31, 2002. This Agreement shall terminate upon the occurrence of an
event specified in Section 8, or upon payment of all amounts due hereunder after
the death of the Executive. The Executive shall be employed by the Company in
accordance with the provisions hereof during the period beginning on the date
hereof and ending on the date the Agreement terminates under the preceding
provisions of this Section 1 (the "Term"). The Term shall consist of two
periods, the Initial Period and the Subsequent Period. The Initial Period shall
commence on the date hereof and terminate on the last day of the calendar month
in which occurs the second anniversary of the Successor Effective Date. The
Subsequent Period shall commence on the date immediately succeeding the date of
expiration of the Initial Period and terminate on the date of expiration of the
Term.
2. Nature of Relationship. During the Term, the Executive shall be an
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employee of, rather than an independent contractor with respect to, the Company.
3. Duties of Executive.
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(a) Prior to Successor Effective Date. Prior to the Successor
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Effective Date, the Executive shall continue to serve the Company as Chairman of
the Board, President and Chief Executive Officer and shall perform all the
proper duties, functions and authorities of those offices.
(b) Upon Successor Effective Date. Commencing on the Successor
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Effective Date, the Executive will serve as an employee of the Company in such
advisory capacities as reasonably may be designated by the Board from time to
time during the remainder of the Term, and shall render such advisory services
as are reasonably consistent with such capacities.
(c) Other Activities. Notwithstanding the provisions of this
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Section 3 or any other provisions hereof, it is understood that commencing on
the Successor Effective Date, the Executive may engage in such activities on
such terms and conditions for such other person as the Executive in his sole
discretion shall desire so long as such activities do not interfere materially
with or detract materially from the Executive's performance of his duties
hereunder. Notwithstanding the immediately preceding sentence, during the Term
the Executive may not engage in any activities for Advanced Tissue Sciences,
Inc., Genzyme Corporation, Organogenesis, Inc, Ortec International, Inc. or any
other company that currently or in the future is engaged in any manner in any
business relating to tissue regeneration products.
4. Compensation During the Initial Period. For all the duties to be
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performed by the Executive hereunder during the portion of the Initial Period
commencing on the date hereof and terminating on the Successor Effective Date,
the Executive shall receive a base salary at an annual rate of $250,000 during
the duration of such portion of the Initial Period, which monthly amount of such
base salary currently is and shall continue to be $20,833.33. For all the
duties to be performed by the Executive during the portion of the Initial period
commencing on the first day succeeding the Successor Effective Date and
terminating on the date of expiration of the Initial Period, the Executive shall
receive a base salary at an annual rate of $238,000 during the duration of such
portion of the Initial Period, which monthly amount of such base salary shall be
$19,833.33. Such base salaries shall be payable to the Executive in
installments in accordance with the Company's policy for the payment of
executive salaries as in effect from time to time during the Initial Period.
5. Benefits During the Initial Period.
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During the Initial Period:
(a) Disability Coverage. The Executive shall continue to
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participate in any disability program maintained by the Company in which he is a
participant on the date hereof and shall be eligible to participate in any other
disability program generally offered to other executive employees of the Company
from time to time after the date hereof, or, in the event and to the extent such
participation is not permitted pursuant to the terms thereof, the Company shall
provide the Executive with substantially the same benefits thereof, to the
extent that the Executive continues to contribute to the cost thereof to the
same extent that such contribution is required of the other executive officers
of the Company, until the first to occur of the following: (i) the date on which
coverage ceases under the terms of the program as a result of the Executive's
failure to make timely contributions or premium payments required under the
program, (ii) the date on which the disability program is terminated without the
establishment of a successor disability program or (iii) the expiration of the
Initial Period.
(b) Group Life and AD&D Insurance. The Executive shall continue to
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participate in any group life and accidental death and dismemberment insurance
program maintained by the Company in which he is a participant on the date
hereof and shall be eligible to participate in any other group life and
dismemberment insurance program generally offered to other executive employees
of the Company from time to time after the date hereof, or, in the event and to
the extent such participation is not permitted pursuant to the terms thereof,
the Company shall provide the Executive with substantially the same benefits
thereof, to the extent that the Executive continues to contribute to the cost
thereof to the same extent that such contribution is required of the other
executive officers of the Company, until the first to occur of the following:
(i) the date on which coverage ceases under the terms of the program as a result
of the Executive's failure to make timely contributions or premium payments
required under the program, (ii) the date on which the program is terminated
without the establishment of a successor group life insurance program or (iii)
the expiration of the Initial Period.
(c) Medical, Vision and Dental Benefits. The Executive and his
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eligible dependents shall continue to participate in any medical, vision and
dental benefit program maintained by the Company under which they are covered on
the date hereof and shall be eligible to participate in any other medical,
vision or dental benefit program generally offered to other executive employees
of the Company from time to time after the date hereof, or, in the event and to
the extent such participation is not permitted pursuant to the terms thereof,
the Company shall provide the Executive with substantially the same benefits
thereof, to the extent that the Executive continues to contribute to the cost
thereof to the same extent that such contribution is required of the other
executive officers of the Company, until the first to occur of the following:
(i) the date on which coverage ceases under the terms of a program as a result
of the Executive's failure to make timely contributions or premium payments
required under the program, (ii) the date on which a program is terminated
without the maintenance of any successor program or (iii) the later to occur of
(A) April 1, 2002, and (B) the expiration of the Initial Period, and, in
addition, upon the expiration of such coverage under any such medical, vision or
dental benefit program, the Executive and his eligible dependents will have the
right to continue coverage under the program to the extent required under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
(d) Personal Life Insurance Plan. The Company shall, at its own
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expense,continue in force the Executive's personal life insurance policies, the
expenses of which are currently borne by the Company, until the expiration of
the Initial Period, provided, however, that in the event the aggregate annual
expenses incurred by the Company in any calendar year during the Term to
continue such policies in force exceed $6,000, and the Company notifies the
Executive on or before the January 15 immediately following any such calendar
year of the amount of any such excess, the Company shall not be obligated to
continue such policies in force unless the Executive reimburses to the Company
the amount of any such excess on or before the January 31 immediately following
any such calendar year.
(e) Vacation. The Executive shall continue to ccrue vacation
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benefitsin accordance with the terms of the Company's vacation policy in effect
on the date hereof and as such policy may be changed from time to time
thereafter by the Company, until the Successor Effective Date.
(f) Section 401(k) Plan. At the Executive's option, he may
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continue to participate in the Company's qualified cash or deferred arrangement
described in section 401(k) of the Internal Revenue Code of 1986, as amended, in
accordance with the terms of such plan, until the expiration of the Initial
Period.
(g) Stock Purchase Plan. The Executive shall be eligible to
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participate in the LifeCell Corporation Employee Stock Purchase Plan to the
extent that he satisfies the eligibility requirements of that plan, until the
expiration of the Initial Period.
(h) Equivalent Participation. The terms and conditions of the
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Executive's participation in the benefit programs specified in this Section 5
shall be substantially equivalent to the terms and conditions of participation
in such programs by other executives of the Company.
(i) Life Insurance Policy Purchase Option. Upon expiration of the
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Initial Period, the Executive shall have the option to acquire any life
insurance policies on his life upon payment to the Company of the cash surrender
value, if any, of such policies.
6. Compensation and Benefits During the Subsequent Period. For all the
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duties to be performed by the Executive hereunder during the Subsequent Period,
the Executive shall receive a base salary at an annual rate of $12,000 during
the duration of the Term. The monthly amount of such base salary shall be
$1,000. Such base salary shall be payable to the Executive in installments in
accordance with the Company's policy for the payment of executive salaries as in
effect from time to time during the Subsequent Period. During the Subsequent
Period, the Executive shall not be entitled to participate in any bonus or other
benefit program maintained by the Company, other than (a) in respect of any
stock options held by the Executive on the date hereof, (b) pursuant to the
provisions of Section 5(c)(iii) hereof or (c) pursuant to any program in which
the participation of the Executive is required pursuant to applicable law or the
terms of such program and may not be declined or waived by the Executive.
7. Miscellaneous Provisions Regarding Duties, Compensation and
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Benefits.
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(a) Service on Board of Directors. The Company shall take all
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efforts reasonably within its control to cause the Executive to remain a member
of the Board and the Chairman of the Board of Directors until the annual meeting
of stockholders of the Company held in 1999, subject to any actions taken or not
taken by any person in respect of compliance with any applicable fiduciary
duties.
(b) Performance Bonus. Irrespective of the date of the occurrence
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of the Successor Effective Date, the Company shall pay the Executive a cash
bonus in accordance with the provisions of the Company's 1998 incentive bonus
program in the amount equal to the amount that would have been paid to him under
such program had he remained the President and Chief Executive Officer of the
Company through December 31, 1998.
(c) Stock Options. The Executive currently holds the stock
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options described on Annex A hereto represented by the stock option agreements
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attached as Attachments 1 through 6 thereto.
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(d) Expenses. The Executive shall be reimbursed for his
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reasonable business and travel expenses in accordance with the general
reimbursement policy of the Company then in effect with respect to its
executives and as such policy may be changed from time to time thereafter by the
Company, until the expiration of the Term, provided that the expenses are
incurred in connection with the performance of services by the Executive
specifically requested by the Board, and the Executive has submitted to the
Company on a timely basis such documentation as may be necessary to substantiate
such expenses and the business purpose thereof.
(e) Deductions. All compensation of any nature whatsoever payable
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to the Executive hereunder shall be subject to deductions by the Company for
applicable social security taxes, federal, state and municipal taxes and other
charges as may now be in effect but which may hereinafter be enacted or required
with respect to compensation paid to an employee.
(f) Legal Status. The parties acknowledge that the Company
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makes no representation or warranty with respect to the status of the
compensation paid or benefits provided to Executive hereunder under any
applicable tax or other laws or regulations.
8. Termination for Cause. Upon an Event of Termination for Cause, this
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Agreement shall terminate and the Company will pay to the Executive and provide
to the Executive only the compensation and benefits provided for herein earned
and due but unpaid through the date of such termination. An "Event of
Termination for Cause" shall have occurred if (a) the Executive has been
convicted by a court of competent jurisdiction of a crime involving moral
turpitude, including but not limited to fraud, theft, embezzlement or any crime
that results in or is intended to result in personal enrichment at the expense
of the Company or (b) the Executive has committed acts amounting to gross
negligence or willful misconduct to the material detriment of the Company.
Whether an Event of Termination for Cause has occurred shall be determined by an
independent arbitrator under the rules of the American Arbitration Association.
9. Severability. If any provision of this Agreement shall be held by a
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court of competent jurisdiction invalid or unenforceable, the remainder of this
Agreement shall nevertheless remain in full force and effect. If any provision
is held by a court of competent jurisdiction invalid or unenforceable with
respect to particular circumstances, it shall nevertheless remain in full force
and effect in all other circumstances.
10. Inurement. This Agreement shall be binding upon, and shall inure to
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the benefit of, the Company and the Executive and their respective heirs,
personal and legal representatives, successors and assigns. With respect to and
not in limitation of the provisions of the immediately preceding sentence, it is
understood that in the event of the death of the Executive during the Term, all
amounts that would have become payable thereafter to the Executive pursuant to
Section 4, 6, 7(b) and 7(d) hereof had he survived to the end of the Term and
performed all services required hereunder shall become immediately due and
payable to the Executive's heirs and personal and legal representatives.
11. Governing Law. This Agreement and the rights and obligations of
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the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Texas and, to the extent controlling,
applicable federal laws of the United States of America.
12. Notices. Any notice required to be given shall be sufficient if it
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is in writing, hand delivered or sent by certified or registered mail, return
receipt requested, first-class postage prepaid, in the case of the Executive, to
his residence at the address set forth on the signature page hereof or such
other address of which the Executive may hereafter notify the Company, and, in
the case of the Company, to the office address of the Chief Financial Officer of
the Company set forth on the signature page hereof or such other address of
which the Company may hereafter notify the Executive.
13. Entire Agreement. Except as specified herein, this Agreement
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contains the entire agreement and understanding by and between the Company and
the Executive with respect to the subject matter hereof, and supersedes all
other representations, promises, agreements, understandings or negotiations
between the parties regarding the subject matter hereof, whether written or
oral, not contained herein, including without limitation thereto, that certain
Agreement dated as of July 1, 1997, between the Company and the Executive.
Notwithstanding the foregoing, nothing in this Agreement shall supersede the
Confidentiality, Inventions and Discoveries and Non-Competition Agreement, dated
as of January 25, 1992, between the Company and the Executive, which agreement
the Company and the Executive hereby acknowledge, confirm and agree is in full
force and effect.
14. Amendments and Waivers. No change or modification of this
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Agreement shall be valid or binding unless it is in writing and duly executed by
both parties hereto. No waiver of any provision of this Agreement shall be
valid unless it is in writing and signed by the party to be charged thereby. No
valid waiver of any provision of this Agreement at any time shall be deemed a
waiver of any other provision of this Agreement at such time or at any other
time.
15. Assignments. This Agreement is a personal services contract. The
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rights and obligations of the Executive hereunder may not be sold, transferred,
delegated, assigned, pledged or hypothecated and any attempted assignment,
transfer or sale shall be void.
16. Captions. The captions of the various sections and subsections of
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this Agreement have been inserted only for purposes of convenience and shall not
be deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
"Company":
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LIFECELL CORPORATION
By /s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx, Chairman of the
Compensation Committee of the
Board of Directors
By /s/ J. Xxxxxx Xxxxx
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J. Xxxxxx Xxxxx
Vice President and Chief Financial Officer
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
"Executive":
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By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
000 Xxxxx Xxxxxx Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
LIFECELL CORPORATION
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
This stock option agreement amends and restates in its entirety that
certain stock option agreement dated June 8,1994 by and between LifeCell
Corporation (the "Company") and Xxxx X. Xxxxxx.
Under the terms and conditions of the Second Amended and Restated 1992
Stock Option Plan (the "Plan"), a copy of which is attached hereto and
incorporated herein by reference, LifeCell Corporation hereby grants Xxxx X.
Xxxxxx (the "Optionee") the option to purchase 38,319 shares of the Company's
Common Stock, $.001 par value, at the price of $3.00 per share, subject to
adjustment as provided in the Plan.
This option shall be for a term commencing on the date hereof and ending June 7,
2004 unless sooner terminated by reason of your termination of employment, as
provided in the Plan.
This option shall be exercisable at the rate and in the following manner:
Vesting Date Vesting Percentage
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June 8, 1995 25%
June 8, 1996 50%
June 8, 1997 75%
June 8, 1998 100%
This option is an incentive stock option which is intended to be governed
by Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee hereby accepts and agrees to be bound by all the terms and
conditions of the Plan which pertain to incentive stock options granted under
the Plan.
Granted the 8th day of June, 1994.
"Company"
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LIFECELL CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, M.D., Ph.D.
Executive Vice President and
Chief Scientific Officer
ACCEPTED:
"Optionee"
/s/ Xxxx X. Xxxxxx
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Xxxx X Xxxxxx
Date /d/ June 21, 1994
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LIFECELL CORPORATION
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
This stock option dated as of December 13, 1995, is by and between LifeCell
Corporation and Xxxx X. Xxxxxx.
Under the terms and conditions of the Second Amended and Restated 1992 Stock
Option
Plan (the "Plan"), a copy of which is attached hereto as Exhibit A and
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incorporated herein by
reference, the Company hereby grants to Xxxx X. Xxxxxx (the "Optionee") in the
substitution for
those certain options set forth in Exhibit B hereto the previously granted under
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the Plan (the "prior
Options") the option to purchase 57,008 shares of the Company's Common Stock,
$.001 par value
per share, at the price of $2.50 per share, subject to adjustment as provided in
the Plan (the
"Option").
The Option shall be for a term commencing on the date hereof and ending
December 12, 2005, unless sooner terminated by reason of your termination of
employment, as provided in the Plan.
The Option shall be exercisable at the rate and in the following manner:
Vesting Date Vesting Percentage
December 13, 1995 50%
June 4, 1996 75%
June 4, 1997 100%
The Optionee agrees that upon execution of this Option Agreement by the
Company and the Optionee, the Prior Options shall terminate and the Optionee
will surrender to the Company for cancellation the stock option agreement or
agreements evidencing the Prior Options.
The Option is an incentive stock option which is intended to be governed by
Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of the Plan which pertain to incentive stock options granted under
the Plan.
Granted the 13th day of December, 1995.
"Company"
LifeCell Corporation
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
EVP & Chief Scientific Officer
ACCEPTED:
"Optionee"
By /s/ Xxxx X. Xxxxxx /d/ January 17, 1996
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Xxxx X. Xxxxxx Date
LIFECELL CORPORATION
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This stock option dated as of December 13, 1995, is by and between LifeCell
Corporation (the "Company") and Xxxx X. Xxxxxx. (This stock option agreement is
a corrected version of the original stock option agreement dated December
13,1995)
Under the terms and conditions of the Second Amended and Restated 1992
Stock Option Plan (the "Plan"), a copy of which is attached hereto as Exhibit A
and incorporated herein by reference, the Company hereby grants to Xxxx X.
Xxxxxx (the "Optionee") in the substitution for those certain options set forth
in Exhibit B hereto the previously granted under the Plan (the "Prior Options")
the option to purchase 17,992 shares of the Company's Common Stock, $.001 par
value per share, at the price of $2.50 Per share, subject to adjustment as
provided in the Plan (the "Option").
The Option shall be for a term commencing on the date hereof and ending
December 12, 2005, unless sooner terminated by reason of your termination of
employment, as provided in the Plan.
The Option shall be exercisable at the rate and in the following manner:
Vesting Date Vesting Percentage
December 13, 1995 50%
June 4, 1996 75%
June 4, 1997 100%
The Optionee agrees that upon execution of this Option Agreement by the
company and the Optionee, the Prior Options shall terminate and the Optionee
will surrender to the Company for cancellation the stock option agreement or
agreements evidencing the Prior Options.
The Option is a non-incentive stock option which is not intended to be
governed by Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of the Plan which pertain to the incentive stock options granted
under the Plan.
Granted the 13th day of December, 1995.
"Company"
LifeCell Corporation
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President and
Chief Science Officer
ACCEPTED:
"Optionee"
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx Date
LIFECELL CORPORATION
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN, AS AMENDED
INCENTIVE STOCK OPTION AGREEMENT
This stock option dated as of August 16, 1996, is by and between LifeCell
Corporation (the "Company") and Xxxx X. Xxxxxx.
Under the terms and conditions of the Second Amended and Restated 1992
Stock Option Plan, as amended, (the "Plan") a copy of which is attached hereto
and incorporated herein by reference, LifeCell Corporation hereby grants Xxxx X.
Xxxxxx (the "Optionee") the option to purchase 28,504 shares of the Company's
Common Stock, $.001 par value, at the price of $3.75 per share, subject to
adjustment as provided in the Plan.
This option shall be for a term commencing on the date hereof and ending
August 15, 2006, unless sooner terminated by reason of your termination of
employment, as provided in the Plan.
This option shall be exercisable at the rate and in the following manner:
Vesting Date Vesting Percentage
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August 16, 1997 33%
August 16, 1998 66%
August 16, 1999 100%
This option is an incentive stock option which is intended to be governed
by Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee hereby accepts and agrees to be bound by all the terms and
conditions of the Plan which pertain to incentive stock options granted under
the Plan.
Granted the 16th day of August, 1996.
"Company"
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LIFECELL CORPORATION
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President
Chief Scientific Officer
ACCEPTED:
"Optionee"
/s/ Xxxx X. Xxxxxx /d/ September 26, 1996
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Xxxx X. Xxxxxx Date
LIFECELL CORPORATION
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This stock option dated as of August 16, 1996, is by and between LifeCell
Corporation (the "Company") and Xxxx X. Xxxxxx. (This stock option agreement is
a corrected version of the original stock option agreement dated August 16,
1996)
Under the terms and conditions of the Second Amended and Restated 1992
Stock Option Plan, as amended, (the "Plan"), a copy of which is attached hereto
and incorporated herein by reference, the Company hereby grants to Xxxx X.
Xxxxxx (the "Optionee") the option to purchase 136,496 shares of the Company's
Common Stock, $.001 par value per share, at the price of $3.75 per share,
subject to adjustment as provided in the Plan (the "Option").
The Option shall be for a term commencing on the date hereof and ending
August 15, 2006, unless sooner terminated by reason of your termination of
employment, as provided in the Plan.
The Option shall be exercisable at the rate and in the following manner.
Vesting Date Vesting Percentage
August 16, 1997 33%
August 16, 1998 66%
August 16, 1999 100%
The Option is a non-incentive stock option which is not intended to be
governed by Section 422 of the Internal Revenue Code of 1986, as amended.
The Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of the Plan which pertain to the incentive stock options granted
under the Plan.
Granted the 16th day of August, 1996.
"Company"
LifeCell Corporation
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Executive Vice President and
Chief Science Officer
ACCEPTED:
"Optionee"
By /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx Date
