MANAGEMENT AGREEMENT
This Management Agreement (the "Agreement") is entered into as
of June 1, 1996 by and between Discovery Laboratories, Inc., a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxx ("Executive").
WHEREAS, the Company and the Executive desire that the
Executive be employed by the Company and that the terms and conditions of such
employment be defined;
NOW, THEREFORE, in consideration of the employment of the
Executive by the Company, the Company and Executive agree as follows:
1. Executive's Duties and Obligations.
a. Duties. Executive shall serve as Chairman
of the Board of Directors. Executive shall be responsible for assisting in the
development of the Company's business strategy and the development of the
Company's technology. Executive shall at all times report to, and shall be
subject to the policies established by, the Company's Board of Directors or any
Executive Committee thereof.
b. Proprietary Information and Inventions
Agreement. Upon commencement of employment with the Company, Executive shall
execute the Company's standard form of Intellectual Property and Confidential
Information Agreement (the "Confidentiality Agreement") a copy of which is
attached to this Agreement as Exhibit A.
2. Compensation and Benefits.
a. Base Compensation. During the term of this
Agreement, the Company shall pay to Executive monthly compensation of three
thousand dollars ($3,000),
less all required withholdings.
b. Benefits. During his employment with the
Company, Executive will be entitled to all such family health and medical
benefits and disability insurance as are provided to other officers of the
Company. The Company reserves the right to modify, amend or terminate any
benefits listed above at any time for any reason (provided such modification,
amendment or termination is applicable to all executives receiving such
benefits) but shall, in any case, provide reasonable health and disability
benefits to Executive while Executive is an employee of the Company.
3. Termination of Employment. Executive's
employment with the Company shall be "at will" and may be terminated by either
Executive or the Company at any time for any reason, with or without cause.
4. Miscellaneous.
a. Governing Law. This Agreement shall be
interpreted, construed, governed and enforced according to the laws of the
State of New York.
b. Amendments. No amendment or modification
of the terms or conditions of this Agreement shall be valid unless in writing
and signed by the parties hereto.
c. Severability. If one or more provisions of
this Agreement are held to be unenforceable under applicable law, such provision
shall be construed, if possible, so as to be enforceable under applicable law,
else, such provision shall be excluded from this Agreement and the balance of
the Agreement shall be interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms.
d. Successors and Assigns. 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. Executive
shall not be entitled to assign any of his rights or obligations under this
Agreement.
e. Notices. All notices required or permitted
under this Agreement shall be in writing and shall be deemed effective upon
personal delivery or two days after deposit in the United States Post Office,
by registered or certified mail, postage prepaid, addressed to the other party
at the address shown below such party's signature, or at such other address or
addresses as either party shall designate to the other in accordance with this
paragraph 4.e.
f. Entire Agreement. This Agreement,
including the exhibits attached hereto, constitutes the entire agreement between
the parties with respect to the employment of Executive.
IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date set forth above.
DISCOVERY LABORATORIES
By: Xxxxx Xxx
(Xxxxx Xxx Signature)
------------------------
Address: 000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
EXECUTIVE:
(Signature of Xxxxx X.Xxxxxx)
------------------------
Xxxxx X. Xxxxxx
Address: 210 Central Pk. So.(handwritten)
XX XX 00000 (handwritten)
------------------
