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Exhibit 10.8
AGREEMENT dated as of November 27, 1996 between Anthra
Pharmaceuticals, Inc., a Delaware corporation (the "Company") and Xx. Xxxxxx
Xxxxx ("Xxxxx").
W I T N E S S E T H:
WHEREAS, Gulfo is currently employed by the Company as Vice
President-Clinical and Regulatory Affairs; and
WHEREAS, the Company and Gulfo would like to establish certain
arrangements in respect of Gulfo's employment by the Company.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
Gulfo and the Company agree as follows:
In the event of a Change of Control of the Company (as defined
below) prior to two years from the date hereof while Gulfo is an employee of the
Company, the Company or its successor shall pay to Gulfo upon consummation of
the Change of Control (the "Effective Date") a lump sum amount equal to 12
months of his then current base salary, less applicable taxes; provided,
however, that such payment is conditioned on Gulfo's agreement and covenant to
continue working with the Company or its successor, at the request of the
Company or its successor, as a consultant (at a mutually agreed upon hourly
rate) in the Company's New Jersey location, with respect to the services Gulfo
was providing to the Company immediately prior to the Change of Control during
normal business days for a period of three months following the Effective Date.
For the purposes of this paragraph, a "Change of Control" of the
Company shall be deemed to have occurred if there is a consummation of any of
the following: (i) the sale of all or substantially all of the Company's assets;
(ii) the sale of 80% or more of the outstanding capital stock of the Company,
including a sale pursuant to a tender offer or exchange offer, in a single or
integrated transaction; or (iii) the sale of the Company through a consolidation
or merger (other than an merger of the Company with one or more of its
majority-owned subsidiaries) in which either, the Company is not the surviving
corporation, or the acquisition is as a result of a reverse triangular merger,
provided in either case the stockholders of the Company immediately before such
consolidation or merger own less than 50% of the outstanding capital stock of
the surviving corporation immediately after such consolidation or merger.
Gulfo acknowledges that, notwithstanding the foregoing, he is
employed "at will" by the Company, subject to the terms of that certain offer
letter dated July 12, 1994 forwarded by the Company to Gulfo and nothing herein
shall be construed to provide Gulfo with a right to employment by the Company or
its successor; provided, however that it is agreed by the parties that Gulfo
shall not be terminated prior to any potential Change in Control for the purpose
of circumventing the obligations of the Company hereunder.
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The Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have signed this agreement,
as of the date previously set forth.
ANTHRA PHARMACEUTICALS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
/s/ Xxxxxx Xxxxx 11/27/96
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Xx. Xxxxxx Xxxxx
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