Exhibit 10.15
EMPLOYMENT AGREEMENT
BIODELIVERY SCIENCES INTERNATIONAL, INC.
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
this 29th day of March, 2002, by and between BioDelivery Sciences International,
Inc., an Indiana corporation, (the "Company") and Xxxxxxx X. X'Xxxxxxx, MD
("Employee").
R E C I T A L S:
WHEREAS, the Company is engaged in the business of developing and
commercializing proprietary and patented cochleate delivery technology;
WHEREAS, the Company wishes to enter into this Employment Agreement
with Employee, to set forth and govern the terms, conditions and duties of
employment of Employee with the Company; and
WHEREAS, the Company and the Employee are desirous of setting forth in
this definitive Employment Agreement their respective rights and obligations
with respect to Employee's employment with the Company.
NOW, THEREFORE, in consideration of the mutual promises in this
Agreement and for additional good and valuable consideration, the receipt and
sufficiency of which is acknowledged by the parties hereto, the Company and the
Employee agree as follows:
1. EMPLOYMENT AND TERM. On the terms and subject to the conditions of
this Agreement, the Company agrees to employ the Employee and the Employee
accepts such employment. This Agreement shall commence on the date hereof (the
"Commencement Date") and shall continue in effect for a period of three years
from the date hereof. This Agreement shall terminate at the end of said
three-year period (the "Termination Date") unless earlier terminated pursuant to
Paragraph 6 below.
2. DUTIES. Beginning on the Commencement Date, Employee will be
employed by the Company to perform the duties as interim President and Chief
Executive Officer. During the term, Employee shall perform his duties and
responsibilities under this Agreement on a full-time basis. During the term of
this Agreement, Employee shall not be employed with any other entity. However,
Employee may serve as a director of other entities and may provide services
associated with his personal investments, provided such activities do not
interfere with the performance of his duties under this Agreement.
3. COMPENSATION. During the Term of this Agreement, as compensation for
Employee performing the Duties, the Company shall pay Employee the compensation,
as set forth on Exhibit "A" which is attached hereto, incorporated herein and
made a part hereof ("Compensation").
4. TERMINATION OF EMPLOYMENT. The term of this Agreement is two (2)
years; provided, however, that the Company may terminate this Agreement upon 30
days' written notice or upon the selection of a permanent President and Chief
Executive Officer.
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5. NON-COMPETITION. Simultaneously with his execution of this
Agreement, Employee shall execute a Covenant Not to Compete Agreement with the
Company, as set forth on Exhibit "B" which is attached hereto, incorporated
herein and made a part hereof.
6. CONFIDENTIALITY/WAIVER OF INTEREST. Simultaneously with the
execution of this Agreement, Employee shall execute a Confidentiality/Waiver of
Interest Agreement with the Company, as set forth on Exhibit "C" which is
attached hereto, incorporated herein and made a part hereof and which shall be
effective from the date of execution.
7. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered or mailed by certified mail,
return receipt required, to the recipient at the address indicated below:
TO THE COMPANY: TO THE EMPLOYEE:
BioDelivery Sciences International, Inc. Xxxxxxx X. X'Xxxxxxx, MD
Two Huntington Quadrangle 000 Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000 Town & Country, MO 63017
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.
8. SEVERABILITY. In the event that any provision of this Agreement
shall be held to be unreasonable, invalid, or unenforceable for any reason
whatsoever, the parties agree that: (i) such invalidity or unenforceability
shall not affect any other provision of this Agreement and the remaining
covenants, restrictions, and provisions hereof shall remain in full force and
effect; and (ii) any court of competent jurisdiction may so modify the
objectionable provision as to make it valid, reasonable, and enforceable, and
such provision, as so modified, shall be valid and binding as though the
invalid, unreasonable, or unenforceable portion thereof had not been included
therein.
9. COMPLETE AGREEMENT. This Agreement contains the entire agreement of
the parties and supersedes and preempts any prior understandings, agreements or
representations between Employee and the Company regarding the employment of
Employee.
10. COUNTERPARTS. This Agreement may be simultaneously executed in two
counterparts, each of which shall be an original, and all of which shall
constitute but one and the same instrument.
11. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of Missouri.
12. ATTORNEY'S FEES. In the event that either party to this Agreement
shall be forced to retain the services of any attorney to enforce any of the
provisions hereof, then the prevailing party in any ensuing litigation shall be
entitled to recover from the non-prevailing party the prevailing party's
reasonable attorney's fees, court costs or other expenses of litigation, whether
incurred at trial or upon appeal.
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13. AMENDMENTS/WAIVERS. This Agreement may only be modified, amended,
or waived by a writing duly authorized and executed by all parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
THE COMPANY: EMPLOYEE:
BioDelivery Sciences International, Inc.
By: /s/ Xxxxx X. XxXxxxx /s/ Xxxxxxx X. X'Xxxxxxx
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Xxxxx X. XxXxxxx Its CFO Xxxxxxx X. X'Xxxxxxx
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EXHIBIT "A"
EMPLOYMENT AGREEMENT
BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC.
AND
XXXXXXX X. X'XXXXXXX, MD
In accordance with Paragraph 3, Employee shall be paid the following
Compensation payable as set forth below:
1. $48,000 annual base salary, payable monthly.
