First Amendment to Executive Employment Agreement with Larry Tiffany
Exhibit 10.93d
First Amendment to Executive Employment Agreement with Xxxxx Xxxxxxx
This amendment is made as of the 1st day of January 2008 (the “Amendment
Effective Date”) by and between Ore Pharmaceuticals Inc. (formerly Gene
Logic Inc.,) a Delaware corporation (the “Company”), and Xxxxx Xxxxxxx
(“Executive”).
The parties to this amendment have previously entered into an Employment
Agreement with an Effective Date of February 1, 2007 referred to herein
as the “Agreement”. The parties now wish to amend certain terms of the
Agreement. Terms not otherwise defined herein shall have the meanings as
defined in the Agreement.
The parties to this amendment hereby agree to modify, replace and/or
supercede certain portions of the Agreement as follows:
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Position. Section 1.1 (a) is hereby amended by inserting the
following text immediately after the first sentence thereof: “From and
after the Amendment Effective Date, the Company shall continue the
employment of the Executive but in a new dual role as Senior Vice
President and Interim Head, Commercial Operations of the Company and
President and Chief Executive of one of its subsidiaries, DioGenix
Inc. (“Diogenix”), reporting to the Chief Executive Officer (“CEO”) of
the Company.”
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Allocation of Time. Section 1.1 (b) is hereby amended by
inserting the following text immediately after the first sentence
thereof: “ From and after the Amendment Effective Date, unless
otherwise directed by the CEO, the Executive shall devote
approximately two-thirds (2/3) of his working time and creative
energies to the performance of his duties as Interim Head, Commercial
Operations and approximately one-third (1/3) of his working time and
creative energies to the performance of duties as President & Chief
Executive of DioGenix.”
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Term of Employment. Section 2 of the Agreement is hereby
amended by deleting the first sentence thereof and inserting in lieu
thereof the following: “The Executive’s term of employment by the
Company (the “Term”) shall commence on the Effective Date and continue
thereafter on an at-will basis until the earlier of December 31, 2008
or until terminated by either party pursuant to Section 4 hereof. The
Term may only be extended by an amendment to the Agreement executed by
both parties.”
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Allocation of Base Salary. Section 3.1 shall be amended by
adding the following sentence at the end of such section: “One third
of the Base Salary shall be allocated to DioGenix and shall be
reimbursed to Company from funds or budgets available to DioGenix. If
the CEO changes the proportion of Executive’s time allocated to
DioGenix, the amount of reimbursement shall be appropriately adjusted.
“
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Incentive Compensation. Section 3.2.2 shall be replaced in its
entirety with: “3.2.2. From and after the Amendment Effective Date, no
further compensation will be payable under Section 3.2.1. Instead,
Executive will be eligible to participate in the Company’s 2008
Incentive Compensation Plan established by the Compensation Committee
of the Board (the “Compensation Committee”) and generally applicable
to employees of the Company other than Business Development. The
target incentive compensation for Executive for the Company’s fiscal
year 2008, which shall be based on achieving 100% of the targets and
levels of performance established by the Compensation Committee, will
be $75,000, less applicable withholding and other authorized
deductions. To receive incentive compensation under this section 3.2.2
for 2008, the Executive must be employed by the Company on a full-time
basis as of the last business day of 2008.”
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Retention Payments. Section 3.2.3 shall be replaced in its
entirety with: “3.2.3 From and after the Amendment Effective Date, in
addition to the incentive compensation described in Section 3.2.2,
Executive shall be entitled to receive a retention payment (herein a
“Retention Payment”) of $37,500 per each 2008 calendar quarter, less
applicable withholding and other authorized deductions, payable within
thirty days after the end of each calendar quarter, provided that as
to each quarter for which payment is being made, Executive’s
employment by the Company on a full-time basis continued through the
last business day of such calendar quarter. Notwithstanding the
preceding, if, during 2008, Executive’s employment is terminated by
Company without “Cause” (as defined in Attachment A) or the Company
experiences a change of control, then the Retention Payments for 2008
described herein not previously paid shall be accelerated and
Executive shall be entitled to receive the remainder of the 2008
Retention Payments that have not already been paid within 30 days
after the termination or occurrence of the change of control. In no
event will acceleration of such Retention Payments be made based on a
voluntary resignation by Executive or any other type of termination of
his employment other than as specifically described in the preceding
sentence. As used herein, the term “change of control” shall have the
same meaning as in the Company’s Executive Severance Plan as amended
and restated as of February 23, 2001.
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Elimination of Benefit. Effective as of the Amendment Effective
Date, Section 3.8 relating to Tax/Financial Planning will be stricken
in its entirety.
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Payments upon Termination. Section 4.7 shall be amended by
deleting the same and inserting in lieu thereof the following: “ 4.7
Upon termination of the Executive’s employment by the Company, whether
by the Executive ‘s resignation, by the Company for Cause or without
Cause or as a result of death or Disability, or in any other
circumstance, the Company shall have no obligation to pay the
Executive any compensation other than compensation earned or accrued
through the last day of employment and for Executive’s accrued and
unused paid time off as of the date of termination. In particular, the
Executive will not be entitled to any severance payment or benefits.”
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Restrictive Covenants/Definitions. Section 5.2(a) of the
Agreement is hereby amended by deleting the same and substituting in
lieu thereof the following: “(a) Business” for purposes of this
Article 5 shall mean (i) repositioning drug compounds and then
developing and outlicensing such compounds repositioned by the Company
and the provision of drug repositioning services to pharmaceutical
companies and other third parties; (ii) the development of diagnostic
products and services using the tools and processes developed by the
Company, including the genomics databases developed by the Company’s
former Genomics Division, and (iii) the provision or licensing of
genomic information and databases and bioinformatics products and
services to the pharmaceutical and biotechnology industry including
biosample collection, handling and processing, genomic data
production, and data management and software systems development, and
(iv) any other products and services offered from time to time after
the Effective Date and prior to the Termination Date by the GLGC
Group, as described in its annual and quarterly reports filed with the
Securities and Exchange Commission.
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Notice: Section 9.1(a) is hereby amended by deleting the same
and substituting in lieu thereof the following: (a) if to Company, to:
Ore Pharmaceuticals Inc., 000 Xxxxxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxxxx, XX, 00000, Attn: Chief Executive Officer, with a copy to
: Xxxxx Xxxxxxx, Esq., Xxxxxxx LLP, 000 0xx Xxxxxx, XX,
Xxxxxxxxxx XX 00000.”
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Change of Name. Since the Agreement was executed, the Company
has changed its name from Gene Logic Inc. to Ore Pharmaceuticals Inc.
References herein or in the Agreement, the Proprietary Information and
Inventions Agreement or any other related agreement to either of Gene
Logic Inc, or Ore Pharmaceuticals Inc. or any acronym or abbreviation
therefore shall be deemed to include both names and to the entity
herein defined as the Company. Any reference to the GLGC Group in any
of the above agreements shall mean the Company and its subsidiaries.
To evidence their agreement to the terms of this Amendment, Company and
Executive have each caused this Amendment to be executed on behalf of
each party by its duly authorized representative.
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Ore Pharmaceuticals Inc. |
Executive |
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By: |
/s/ Xxxxxxx X. Xxxxxxx, III |
By: |
/s/ Xxxxx Xxxxxxx |
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Xxxxxxx X. Xxxxxxx, III |
Xxxxx Xxxxxxx |
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CEO, Ore Pharmaceuticals Inc. |
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