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Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
FOR XXXX X. XXXXXXXX, PH.D.
EMPLOYMENT AGREEMENT (the "Agreement") made as of May 1, 1992 between ARIAD
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Xxxx X.
Xxxxxxxx, Ph.D. (the "Employee").
1. EMPLOYMENT, DUTIES AND ACCEPTANCE.
1.1 The Company hereby employs the Employee, for the Term (as
hereinafter defined), to render full-time services to the Company,
and to perform such duties as he shall reasonably be directed by
the Chief Executive Officer of the Company to perform. The
Employee's title shall be designated by the Chief Executive
Officer and initially shall be Vice President, Preclinical
Development.
1.2 The Employee hereby accepts such employment and agrees to render
the services described above.
1.3 The principal place of employment of the Employee hereunder shall
be in the greater Boston, Massachusetts area, or other locations
reasonably acceptable to the Employee. The Employee acknowledges
that for limited periods of time he may be required to provide
services to the Company outside of the Boston, Massachusetts area.
1.4 Notwithstanding anything to the contrary herein, although the
Employee shall provide services as a full time employee, it is
understood that the Employee may
(a) have an academic appointment and (b) participate in
professional activities (collectively, "Permitted
Activities"); PROVIDED, HOWEVER, that such Permitted
Activities do not interfere with the Employee's duties to
the Company.
2. TERM OF EMPLOYMENT.
The term of the Employee's employment under this Agreement (the "Term")
shall commence June 15, 1992 (the "Effective Date") and shall end on
December 31, 1995 unless sooner terminated pursuant to Section 4 or 5 of
this Agreement; PROVIDED that this Agreement shall automatically be
renewed for successive one-year terms (the Term and, if the period of
employment is so renewed, such additional period (s) of employment are
collectively referred to herein as the "Term") unless terminated by
written notice given by either party to the other at least 90 days prior
to the end of the applicable Term.
3. COMPENSATION.
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3.1 As full compensation for all services to be rendered pursuant to
this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $135,000 per annum during the
first year of the Term and increased each year thereafter, by
amounts, if any, to be determined by the Board of Directors of the
Company (the "Board"), in its sole discretion, payable in equal
semimonthly installments, less such deductions or amounts to be
withheld as shall be required by applicable law and regulations.
3.2 Each year the Company shall pay the Employee a bonus of up to 30%
of base salary, which bonus shall be determined annually by the
Board. The bonus, if any, may be paid in the form of stock
options, stock awards or cash, as determined by the Board.
3.3 The Company shall pay or reimburse the Employee for all reasonable
expenses actually incurred or paid by him during the Term in the
performance of his services under this Agreement, upon
presentation of expense statements or vouchers or such other
supporting information as it may require.
3.4 The Employee shall be eligible under any incentive plan, stock
award plan, bonus, participation or extra compensation plan,
pension, group health, disability and life insurance or other
so-called "fringe" benefits which the Company provides for its
executives. All options and stock awards granted to the Employee
shall be subject to a vesting schedule which shall be determined
by the Incentive Committee of the Board. The options and awards,
if any, to be granted to the Employee shall also be subject to the
terms of a stock option plan and certificate and stock award plan
and certificate.
3.5 The Company will grant the Employee an option to purchase 135,000
shares of the Company's Common Stock at a purchase price of $2.00
per share (the "Options"). The Employee agrees that all such
Options shall be subject to a four-year vesting schedule, vesting
in equal increments of 25% on each anniversary of the Effective
Date. Any unvested Options shall be forfeited to the Company in
the event (a) this Agreement is terminated by the Company for
cause pursuant to Section 4 herein, or (b) either party elects not
to renew this Agreement pursuant to Section 2 herein.
3.6 The Options and any common stock purchased upon the exercise of
any vested Options ("Option Stock") shall not, without the
Company's prior written consent, be transferable until the earlier
of (a) March 31, 1996 and (b) one year after the Company's initial
public offering; PROVIDED, HOWEVER, that in the event of the death
of the
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Employee, any vested Options and any Option Stock shall be
transferable to the legal representatives, legatees and
distributees of the Employee, if such persons agree to be bound by
the same restrictions applicable to such Options and Option Stock.
In the event that the Company commences an initial public
offering, the Employee will execute "lock-up" agreements with
respect to the Option Stock and all other equity interests in the
Company held by the Employee providing that the Employee will not
sell Option Stock or any other equity interests for a period of
one year after the closing of the initial public offering. If the
Company elects, the certificates representing the Option Stock
will be transferred to the Company to be held by the Company
pursuant to an escrow agreement consistent with the terms set
forth in this Section 3.6. This Section 3.6 shall survive the
termination of this Agreement.
4. TERMINATION BY THE COMPANY.
The Company may terminate this Agreement, if any one or more of the
following shall occur:
(a) The Employee shall die during the Term; PROVIDED, HOWEVER, the
Employee's legal representatives shall be entitled to receive the
compensation provided for hereunder to the last day of the month
in which his death occurs.
(b) The Employee shall become physically or mentally disabled, whether
totally or partially, so that he is unable substantially to
perform his services hereunder for (i) a period of 180 consecutive
days, or (ii) for shorter periods aggregating 180 days during any
twelve month period.
(c) The Employee acts, or fails to act, in a manner that provides
Cause for termination. For purposes of this Agreement, the term
"Cause" means (i) the failure by the Employee to perform any of
his material duties hereunder, (ii) the conviction of the Employee
of any felony involving moral turpitude, (iii) any acts of fraud
or embezzlement involving the Company or any of its Affiliates,
(iv) material violation of any federal, state or local law, or any
administrative regulation related to the business of the Company,
(v) a conflict of interest, (vi) conduct that could reasonably be
expected to result in publicity reflecting unfavorably on the
Company in a material way, (vii) failure to comply with the
written policies of the Company, or (viii) a breach of the terms
of this Agreement by the Employee.
The Company shall provide the Employee written notice of
termination pursuant to this Section 4.
5. TERMINATION BY THE EMPLOYEE.
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5.1 The Employee may terminate this Agreement, if any one or more of the
following shall occur:
(a) a material breach of the terms of this Agreement by the Company
and such breach continues for 30 days after the Employee gives the
company written notice of such breach;
(b) the Company shall make a general assignment for benefit of
creditors; or any proceeding shall be instituted by the Company
seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking entry of an order for relief or the
appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its property or the Company
shall take any corporate action to authorize any of the actions
set forth above in this subsection 5(b);
(c) an involuntary petition shall be filed or an action or proceeding
otherwise commenced against the Company seeking reorganization,
arrangement or readjustment of the Company's debts or for any
other relief under the Federal Bankruptcy Code, as amended, or
under any other bankruptcy or insolvency act or law, state or
federal, now or hereafter existing and remain undismissed or
unstayed for a period of 30 days; or
(d) a receiver, assignee, liquidator, trustee or similar officer for
the Company or for all or any part of its property shall be
appointed involuntarily.
6. SEVERANCE.
If (i) the Company terminates this Agreement without Cause or (ii) the
Employee terminates this Agreement pursuant to Section 5.1(a), then: (1)
except in the case of death or disability, the Company shall continue to
pay Employee his current salary for the remaining period of the
applicable Term; (2) all Options granted pursuant to Section 3.5 herein
that would have vested during the Term shall vest immediately prior to
such termination; and (3) the Company shall continue to provide all
benefits subject to COBRA at its expense for up to one year.
7. OTHER BENEFITS.
In addition to all other benefits contained herein, the Employee shall be
entitled to:
(a) relocation expenses for the Employee and his family, consisting of
(i) real estate taxes, mortgage payments,
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utilities and routine maintenance on Employee's principal
residence for up to six months from the time the Employee begins
additional mortgage payments on a new principal residence for the
Employee and his family in the greater Boston, Massachusetts area;
PROVIDED the Employee shall use his best efforts to sell his
current residence within such six month time period; PROVIDED,
FURTHER, the Company shall consider, in its sole discretion,
reimbursement for additional carrying costs if the Employee has
not sold his residence within such six month period, (ii) all
reasonable costs for rent, storage and primary services (e.g.,
gas, heat, electricity, phone hook-up) associated with temporary
housing at an approved location until the Employee finds a
suitable residence, (iii) all reasonable direct out-of-pocket
costs of transporting the Employee, the Employee's family and
household items from the Employee's current residence to a new
residence located in the greater Boston, Massachusetts area, and
(iv) except as described in the next succeeding sentence and
subject to prior approval, the reasonable closing costs of the
sale of the Employee's current residence and purchase of a new
residence in the greater Boston, Massachusetts area within one
year of the Employee's date of employment. The following closing
(settlement) costs will not be paid by the Company: (1) real
estate and other taxes, (2) insurance premiums other than title
insurance, and (3) commitment fees and prepaid interest (i.e.,
"points") in excess of 2%. If any payments made to or in respect
of the Employee pursuant to this Section 7(a) become subject to
any tax (taking into account relevant deductions), the Company
shall make a special payment to him sufficient, on an after-tax
basis (taking into account federal, state and local taxes), to put
him in the same position as would have been the case had no such
taxes been applicable to any payments or benefits provided in this
subsection. This special payment will be made to the Employee in
April 1993.
(b) Vacation time of four weeks per year taken in accordance with the
vacation policy of the Company during each year of the Term.
(c) After six years of employment, one three-month period of fully
paid leave of absence in accordance with Company policies in place
at that time; it being understood that such policies may restrict
the Employee from taking such leave of absence until a time that
is acceptable to the Company and may include other such
limitations.
(d) Group health, disability and life insurance.
(e) The Company shall, in its sole discretion, provide the Employee
with either (i) an automobile for the Employee's exclusive use, at
a cost to the Company not exceeding $750
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per month or (ii) an automobile allowance of $750 per month toward
the cost of maintaining the Employee's car.
8. CONFIDENTIALITY.
8.1 The Employee acknowledges that, during the course of performing
his services hereunder, the Company shall be disclosing
information to the Employee related to the Company's Field of
Interest, Inventions, projects and business plans, as well as
other information (collectively, "Confidential Information"). The
Employee acknowledges that the Company's business is extremely
competitive, dependent in part upon the maintenance of secrecy,
and that any disclosure of the Confidential Information would
result in serious harm to the Company.
8.2 The Employee agrees that the Confidential Information only shall
be used by the Employee in connection with his activities
hereunder as an employee of the Company, and shall not be used in
any way that is detrimental to the Company.
8.3 The Employee agrees not to disclose, directly or indirectly, the
Confidential Information to any third person or entity, other than
representatives or agents of the Company. The Employee shall treat
all such information as confidential and proprietary property of
the Company.
8.4 The term "Confidential Information" does not include information
that (a) is or becomes generally available to the public other
than by disclosure in violation of this Agreement, (b) was within
the relevant party's possession prior to being furnished to such
party, (c) becomes available to the relevant party on a
nonconfidential basis or (d) was independently developed by the
relevant party without reference to the information provided by
the Company.
8.5 The Employee may disclose any Confidential Information that is
required to be disclosed by law, government regulation or court
order. If disclosure is required, the Employee shall give the
Company advance notice so that the Company may seek a protective
order or take other action reasonable in light of the
circumstances.
8.6 Upon termination of this Agreement, the Employee shall promptly
return to the Company all materials containing Confidential
Information, as well as data, records, reports and other property,
furnished by the Company to the Employee or produced by the
Employee in connection with services rendered hereunder.
Notwithstanding such return or any of the provisions of this
Agreement, the Employee shall continue to be bound by the terms of
the confidentiality
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provisions contained in this Section 8 for a period of three years
after the termination of this Agreement.
9. INVENTIONS DISCOVERED BY THE EMPLOYEE WHILE PERFORMING SERVICES
HEREUNDER. During the Term, the Employee shall promptly disclose to the
Company any invention, improvement, discovery, process, formula, or
method or other intellectual property, whether or not patentable, whether
or not copyrightable (collectively, "Inventions") made, conceived or
first reduced to practice by the Employee, either alone or jointly with
others, while performing service hereunder. The Employee hereby assigns
to the Company all of his right, title and interest in and to any such
Inventions. During and after the Term, the Employee shall execute any
documents necessary to perfect the assignment of such Inventions to the
Company and to enable the Company to apply for, obtain, and enforce
patents and copyrights in any and all countries on such Inventions. The
Employee hereby irrevocably designates the General Counsel to the Company
as his agent and attorney-in-fact to execute and file any such document
and to do all lawful acts necessary to apply for and obtain patents and
copyrights and to enforce the Company's rights under this paragraph. This
Section 9 shall survive the termination of this Agreement.
10. NON-COMPETITION AND NON-SOLICITATION.
During the Term and for a period of one year following the date of
termination or nonrenewal for any reason (other than termination pursuant
to Section 5.1(a)): (a) the Employee shall not in the United States or in
any country in which the Employer shall then be doing business, directly
or indirectly, enter the employ of, or render any services to, any
person, firm or corporation engaged in any business directly competitive
with the business of the Company or of any of its subsidiaries or
affiliates of which the Employee may become an employee or officer during
the Term; he shall not engage in such business on his own account; and he
shall not become interested in any such business, directly or indirectly,
as an individual, partner, shareholder, director, officer, principal,
agent, employee, trustee, consultant, or any other relationship or
capacity; provided, however, that nothing contained in this Section 10
shall be deemed to prohibit the Employee from acquiring, solely as an
investment, shares of capital stock of any public corporation; (b)neither
the Employee nor any Affiliate of the Employee shall solicit or utilize,
or assist any person in any way to solicit or utilize, the services,
directly or indirectly, of any of the Company's directors, consultants,
members of the Board of Scientific and Medical Advisors, officers or
employees (collectively, "Associates of the Company"). This
nonsolicitation and nonutilization provision shall not apply to
Associates of the Company who have previously terminated their
relationship with the Company.
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10.1 If the Employee commits a breach, or threatens to commit a breach, of any
of the provisions of this Section 10, the Company shall have the
following rights and remedies:
10.1.1 The right and remedy to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened
breach shall cause irreparable injury to the Company and that
money damages shall not provide an adequate remedy to the Company;
and
10.1.2 The right and remedy to require the Employee to account for and
pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits (collectively "Benefits")
derived or received by the Employee as the result of any
transactions constituting a breach of any of the provisions of the
preceding paragraph, and the Employee hereby agrees to account for
and pay over such Benefits to the Company. Each of the rights and
remedies enumerated above shall be independent of the other, and
shall be severally enforceable, and all of such rights and
remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company under law or in
equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or any part
thereof, is hereafter construed to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants, which shall
be given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or any part
thereof, is held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court
making such determination shall have the power to reduce the duration
and/or area of such provision and, in its reduced form, such provision
shall then be enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to enforce
the covenants contained in Sections 8, 9 and 10 upon the courts of any
state within the geographical scope of such covenants. In the event that
the courts of any one or more of such states shall hold any such covenant
wholly unenforceable by reason of the breadth of such scope or otherwise,
it is the intention of the parties hereto that such determination not bar
or in any way affect the Company's right to the relief provided above in
the courts of any other states within the geographical scope of such
covenants, as to breaches of such covenants
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in such other respective jurisdictions, the above covenants as they
relate to each state being, for this purpose, severable into diverse and
independent covenants.
11. INDEMNIFICATION.
The Company shall indemnify the Employee, to the maximum extent permitted
by applicable law, against all costs, charges and expenses incurred or
sustained by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being an officer, director
or employee of the Company or of any subsidiary or affiliate of the
Company. The Company shall provide, subject to its availability upon
reasonable terms (which determination shall be made by the Board) at its
expense, Directors and Officers insurance for the Employee in reasonable
amounts. Determination with respect to (a) the availability of insurance
upon reasonable terms and (b) the amount of such insurance coverage shall
be made by the Board in its sole discretion.
12. NOTICES.
All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given if sent by prepaid telegram (confirmed delivery
by the telegram service), private overnight mail service (delivery
confirmed by such service), registered or certified mail (return receipt
requested), or delivered personally, as follows (or to such other address
as either party shall designate by notice in writing to the other in
accordance herewith):
If to the Company:
ARIAD Pharmaceuticals, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Employee:
Xx. Xxxx X. Xxxxxxxx 0 Xxxxxxx Xx. Xxxxxxx, XX 00000
13. GENERAL.
13.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts
applicable to agreements made and to be performed entirely in
Massachusetts.
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13.2 The Section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation
of this Agreement.
13.3 This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof. No
representation, promise or inducement has been made by either
party that is not embodied in this Agreement, and neither party
shall be bound by or liable for any alleged representation,
promise or inducement not so set forth.
13.4 This Agreement and the Employee's rights and obligations hereunder
may not be assigned by the Employee or the Company; PROVIDED,
HOWEVER, the Company may assign this Agreement to an Affiliate or
a successor-in-interest.
13.5 This Agreement may be amended, modified, superseded, cancelled,
renewed or extended, and the terms or covenants hereof may be
waived, only by a written instrument executed by the parties
hereto, or in the case of a waiver, by the party waiving
compliance. The failure of a party at any time or times to require
performance of any provision hereof shall in no manner affect the
right at a later time to enforce the same. No waiver by a party of
the breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this Agreement.
14. DEFINITIONS. As used herein the following terms have the following
meaning:
(a) "Affiliate" means and includes any corporation or other business
entity controlling, controlled by or under common control with the
corporation in question.
(b) "Company's Field of Interest" means the discovery and development
of pharmaceutical agents that target or intervene with
intracellular regulatory and control mechanisms; associated
diagnostic products; structure-based drug design; any artificial
platelet product; and other related areas. The Company's Field of
Interest may be changed at the Company's sole discretion from time
to time.
(c) "person" means any natural person, corporation, partnership, firm,
joint venture, association, joint stock company, trust,
unincorporated organization, governmental body or other entity.
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(d) "Subsidiary" means any corporation or other business entity
directly or indirectly controlled by the corporation in question.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ARIAD PHARMACEUTICALS, INC.
By
Xxxxxx X. Xxxxxx, M.D.
Chairman and
Chief Executive Officer
EMPLOYEE
Xxxx X. Xxxxxxxx, Ph.D.
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FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Fourth Amendment") made as of June
8, 2000 between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxxxx, Ph.D. (the "Employee").
The Company and the Employee have entered into an Employment Agreement dated as
of May 1, 1992, as previously amended (the "Agreement"), and the parties hereto
desire to further amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree to further amend the Agreement as follows:
I. TERM OF EMPLOYMENT. The first sentence of Section 2 is hereby amended to
read as follows:
"The term of the Employee's employment under the Agreement is hereby
extended to December 31, 2001 (the "Term"), unless sooner terminated
pursuant to Section 4 or 5 of this Agreement; PROVIDED, however, that
this Agreement shall automatically be renewed for successive one-year
terms (the Term and, if the period of employment is so renewed, such
additional period(s) of employment are collectively referred to herein as
the "Term") unless terminated by written notice given by either party to
the other at least 90 days prior to the end of the applicable Term."
II. COMPENSATION. Section 3.1 is hereby replaced and amended in its entirety
as follows:
"3.1 As full compensation for all services to be rendered pursuant to
this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $207,500 per annum during the
first year of the Term and increased each year thereafter, by
amounts, if any, to be determined by the Board of Directors of the
Company (the "Board") in its sole discretion, payable in equal
semi-monthly installments, less such deductions or amounts to be
withheld as shall be required by applicable law and regulations."
III. DEFINITIONS. The definition of the Company's "Field of Interest" in
Section 14 (b) of the Agreement is hereby amended to read as follows:
"The `Company's Field of Interest' is the discovery, development and
commercialization of pharmaceutical products based on (a) intervention
in signal transduction pathways and (b) gene and cell therapy. The
Company's Field of Interest
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may be changed at any time at the sole discretion of the Company."
IV. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable
to agreements made and to be performed entirely in Massachusetts.
V. Except as modified by this Fourth Amendment, the Agreement remains in
full force and effect and unchanged.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
date first written above.
ARIAD PHARMACEUTICALS, INC.
By:
---------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
------------------------------------
Xxxx X. Xxxxxxxx, Ph.D.
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THIRD AMENDMENT EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the Third "Amendment") made as of
January 1, 1999, between ARIAD Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), and Xxxx Xxxxxxxx, Ph.D. (the "Employee").
The Company and the Employee have entered into an Employment Agreement dated as
of May 1, 1992 (the "Agreement"), as previously amended, and the parties hereto
desire to further amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree to further amend the Agreement as follows:
I. EMPLOYMENT, DUTIES AND ACCEPTANCE. The second sentence of Section 1.1 is
hereby amended to read as follows:
"The Employee's title shall be designated by the Chief Executive Officer
and initially shall be Senior Vice President, Drug Development.
II. COMPENSATION. Section 3.1 is hereby replaced and amended in its entirety
as follows:
"3.1 As full compensation for all services to be rendered pursuant to
this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $200,000 per annum during the
first year of the Term and increased each year thereafter, by
amounts, if any, to be determined by the Board of Directors of the
Company (the "Board") in its sole discretion, payable in equal
semi-monthly installments, less such deductions or amounts to be
withheld as shall be required by applicable law and regulations."
III. TERMINATION BY THE EMPLOYEE. Section 5 is hereby replaced and amended in
its entirety as follows:
"5.1 The Employee may terminate this Agreement, if any one or more of
the following shall occur:
(a) a material breach of the terms of this Agreement by the
Company and such breach continues for 30 days after the
Employee gives the Company written notice of such breach;
(b) the Company shall make a general assignment for benefit of
creditors; or any proceeding shall be instituted by the
Company seeking to adjudicate it as bankrupt or insolvent,
or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection,
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relief, or composition of it or its debts under law
relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking entry of an order for relief
of the appointment of a receiver, trustee, or other similar
official for it or for any substantial part of its property
or the Company shall take any corporate action to authorize
any of the actions set forth above in this subsection
5.1(b);
(c) an involuntary petition shall be filed or an action or
proceeding otherwise commenced against the Company seeking
reorganization, arrangement or readjustment of the
Company's debts or for any other relief under the Federal
Bankruptcy Code, as amended, or under any other bankruptcy
or insolvency act or law, state or federal, now or
hereafter existing and remain undismissed or unstayed for a
period of 30 days;
(d) a receiver, assignee, liquidator, trustee or similar
officer for the Company or for all or any part of its
property shall be appointed involuntarily, or (e) a Change
in Control as defined in Section 14."
IV. SEVERANCE. Section 6 is hereby replaced and amended in its entirety as
follows:
"6. If (i) the Company terminates this Agreement without Cause or (ii)
the Employee terminates this Agreement pursuant to Section 5.1(a), then:
(1) except in the case of death or disability, the Company shall continue
to pay Employee his current salary for the remaining period of the
applicable Term; (2) all options granted pursuant to this Agreement that
would have vested during the Term shall vest immediately prior to such
termination; (3) the Company shall continue to provide all benefits
subject to COBRA at its expense for up to one year.
In the event of a consummation of a Change in Control of the Company, and
if the Employee gives notice of termination within 90 days after such
occurrence, then (i) all stock, stock options, stock awards and similar
equity rights granted to the Employee shall immediately vest and remain
fully exercisable through their original term with all rights; and (ii)
the Company shall continue to pay Employee his current salary for the
shorter of (a) six months, or (b) the remaining period of the applicable
Term."
V. DEFINITIONS. The definition of the Company's "Field of Interest" in
Section 14 (b) of the Agreement is hereby amended to read as follows:
"The `Company's Field of Interest' is the discovery, development and
commercialization of pharmaceutical products based on (a) intervention in
signal transduction pathways; (b) gene and cell therapy; (c) functional
genomics; and (d) natural products,
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including without limitation, studies of microbial diversity. The
Company's Field of Interest may be changed at the sole discretion of the
Company from time to time."
The definition of "Change in Control" shall be added as Section 14 (e) of
the Agreement as follows:
" 'Change in Control' means the occurrence of any of the following events
(without the consent of the Employee):
(i) Any corporation, person or other entity makes a tender or exchange
offer for shares of the Company's Common Stock pursuant to which
such corporation, person or other entity acquires more than 50% of
the issued and outstanding shares of the Company's Common Stock;
(ii) The stockholders of the Company approve a definitive agreement to
merge or consolidate the Company with or into another corporation
or to sell or otherwise dispose of all or substantially all of the
Company's assets; or
(iii) Any person within the meaning of Section 3 (a) (9) or Section 13
(d) of the Securities Exchange Act of 1934 acquires more than 50%
of the combined voting power of Company's issued and outstanding
voting securities entitled to vote in the election of the Board."
VI. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable
to agreements made and to be performed entirely in Massachusetts.
VII. Except as modified by this Amendment, the Agreement remains in full force
and effect and unchanged.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
ARIAD PHARMACEUTICALS, INC.
By:
---------------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
----------------------------------------
Xxxx Xxxxxxxx, Ph.D.
17
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment") made as of
January 1, 1997, between ARIAD Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), and Xxxx X. Xxxxxxxx, Ph.D. (the "Employee").
The Company and the Employee have entered into an Employment Agreement dated as
of May 1, 1992 and amended as of March 2, 1994 (the "Agreement"), and the
parties hereto desire to further amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree to further amend the Agreement as follows:
I. EMPLOYMENT, DUTIES AND ACCEPTANCE. The second sentence of Section 1.1 is
hereby amended to read as follows:
"The Employee's title shall be designated by the Chief Executive Officer
and initially shall be Vice President, Drug Development."
II. TERM OF EMPLOYMENT. The first sentence of Section 2 is hereby amended to
read as follows:
"The term of the Employee's employment under the Agreement is hereby
extended to December 31, 1999 (the "Term"), unless sooner terminated
pursuant to Section 4 or 5 of this Agreement; PROVIDED, however, that
this Agreement shall automatically be renewed for successive one-year
terms (the Term and, if the period of employment is so renewed, such
additional period(s) of employment are collectively referred to herein as
the "Term") unless terminated by written notice given by either party to
the other at least 90 days prior to the end of the applicable Term."
III. COMPENSATION. Section 3.1 is hereby replaced and amended in its entirety
as follows:
"3.1 As full compensation for all services to be rendered pursuant to
this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $165,000 per annum during the
first year of the Term and increased each year thereafter, by
amounts, if any, to be determined by the Board of Directors of the
Company (the "Board") in its sole discretion, payable in equal
semi-monthly installments, less such deductions or amounts to be
withheld as shall be required by applicable law and regulations."
18
IV. DEFINITIONS. The definition of the Company's "Field of Interest" in
Section 14 (b) of the Agreement is hereby amended to read as follows:
"The Company's 'Field of Interest' is: the discovery, development and
commercialization of pharmaceutical products based on (a) intervention in
signal transduction pathways; (b) gene and cell therapy; and (c)
functional genomics. The Company's Field of Interest may be changed at
the sole discretion of the Company from time to time."
V. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable
to agreements made and to be performed entirely in Massachusetts.
VI. Except as modified by this Second Amendment, the Agreement remains in
full force and effect and unchanged.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
date first written above.
ARIAD PHARMACEUTICALS, INC.
By:
----------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
-------------------------------------
Xxxx X. Xxxxxxxx, Ph.D.
19
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") made as of March 2,
1994, between ARIAD Pharmaceuticals, Inc. a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxxxx, Ph.D. the "Employee").
The Company and the Employee have entered into an Employment Agreement dated as
of June 15, 1992 (the "Agreement"), and the parties hereto desire to amend
certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. SECTION 2. The Term of the Employee's employment under the Agreement is
hereby extended to December 31, 1996.
2. ARTICLE 3.
2.1 Section 3.6 is hereby replaced and amended in its entirety as
follows:
"3.6 All shares of the Company's Common Stock or Option Stock (as
defined below) owned by the Employee or with respect to which the
Employee has the power of disposition, shall not, without the
Company's prior written consent, be transferable until the earlier
of (a) March 31, 1996 and (b) eighteen months after the Company's
initial public offering; PROVIDED, HOWEVER, that in the event of
the death of the Employee, any Common Stock or Option Stock shall,
subject to the terms of such Option Stock, be transferable to the
legal representatives, legatees and distributees of the Employee,
if such persons agree to be bound by the same restrictions
applicable to such security. "Option Stock" shall mean all Options
or any other options or rights to acquire shares of the Company's
Common Stock or any securities convertible into or exchangeable or
exercisable into shares of the Company's Common Stock. In the
event that the Company commences an initial public offering, the
Employee will execute "lock-up" agreements with respect to the
Common Stock or Option Stock held by the Employee providing that
the Employee will not sell the Common Stock or Option Stock for a
period of eighteen months after the closing of the initial public
offering
20
If the Company elects, the certificates representing the Common
Stock or Option Stock will be transferred to the Company to be
held by the Company pursuant to an escrow agreement consistent
with the terms set forth in this Section 3.6. This Section 3.6
shall survive termination of this Agreement."
2.2 Section 3.7 is hereby added to the Agreement to read in its
entirety as follows:
"3.7 Any shares of common stock ("Subsidiary Common Stock") of any
current or future subsidiary of the Company, including, without
limitation, ARIAD Gene Therapeutics, Inc., or any Subsidiary
Option Stock (as defined below) owned by the Employee or with
respect to which the Employee has the power of disposition shall
not, without the Company's prior written consent, be transferable
until eighteen months after the applicable subsidiary's initial
public offering; PROVIDED, HOWEVER, that in the event of the death
of the Employee, all such Subsidiary Common Stock or Subsidiary
Option Stock shall, subject to the terms of such Subsidiary Option
Stock, be transferable to the legal representatives, legatees, and
distributees of the Employee, if such persons agree to be bound by
the same restrictions applicable to such security. "Subsidiary
Option Stock" shall mean all options or rights to acquire shares
of Subsidiary Common Stock or any securities convertible into or
exchangeable or exercisable for shares of Subsidiary Common Stock.
If the Company elects, the certificates representing the
Subsidiary Common Stock or Subsidiary Option Stock will be
transferred to the Company to be held by the Company pursuant to
an escrow agreement consistent with the terms set forth in this
Section 3.7. This Section 3.7 shall survive the termination of
this Agreement."
3. The definition of the "Company's Field of Interest" in Section 4 (b) of
the Agreement is hereby amended to read as follows:
"Company's Field of Interest means (1) the discovery, development and
commercialization of pharmaceutical products, diagnostic products, or
research reagents that target or intervene with intracellular regulatory
or control mechanisms (e.g., signal transduction, gene transcription and
protein trafficking); (2) gene therapy; (3) drug discovery based on
molecular structure or diversity; (4) any platelet substitute product;
and (5) other related areas. The Company's Field of Interest may be
changed at the Company's sole discretion from time to time."
21
4. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable
to agreements made and to be performed entirely in Massachusetts.
5. Except as modified by this Amendment, the Agreement remains in full force
and effect and unchanged.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
ARIAD PHARMACEUTICALS, INC.
By:
-------------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
---------------------------------------
Xxxx X. Xxxxxxxx, Ph.D.
