EXHIBIT 10.1
HOECHST XXXXXX XXXXXXX, INC.
Xxxxx X. Xxxxxx
Vice President & Assistant General Counsel
Global Development Center
Route 202-206, P.O. Box 6800
Bridgewater, NJ 08807-0800
March 31, 1997
Xxxxxx Pharmaceutical, Inc.
00 Xxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx, Chairman
This will confirm the terms as between Xxxxxx Pharmaceutical, Inc.
("Xxxxxx") and Hoechst Xxxxxx Xxxxxxx, Inc. ("HMRI"), of Xxxxxx'x employment
of Xxx X. Xxxxxxxxxxxx as Vice President - Finance and Treasurer. Xx.
Xxxxxxxxxxxx is a longterm HMRI employee who HMRI agreed to ask to move to
Xxxxxx to assist Xxxxxx after its former CFO resigned. When Xx. Xxxxxxxxxxxx
was hired by Xxxxxx, he did not receive any incentives from Xxxxxx. He did not
negotiate an employment agreement with Xxxxxx as the other Senior executives
of Xxxxxx have. Xx. Xxxxxxxxxxxx has received no stock options from Xxxxxx and
will receive none. Since he has no employment agreement, Xx. Xxxxxxxxxxxx is
entitled to no severance from Xxxxxx.
1. Xx. Xxxxxxxxxxxx remains an employee of HMRI for payroll purposes.
2. Xx. Xxxxxxxxxxxx will receive raises and bonuses in accordance with
the system in place at HMRI at the time. Xxxxxx will provide
performance appraisal input concerning Xx. Xxxxxxxxxxxx to HMRI. HMRI
will notify Xxxxxx of any changes in Xx. Xxxxxxxxxxxx'x compensation
and bonuses.
3. Xxxxxx will reimburse HMRI for Xx. Xxxxxxxxxxxx'x salary and related
benefits and payroll taxes.
4. Xxxxxx will reimburse HMRI for Xx. Xxxxxxxxxxxx'x bonuses. Any bonus
that Xx. Xxxxxxxxxxxx earned before his arrival at Xxxxxx will be
paid by XXXX and not reimbursed by Xxxxxx.
5. Any severance benefits to which Xx. Xxxxxxxxxxxx may be entitled are
the obligation of HMRI and not reimbursable by Xxxxxx.
6. Xx. Xxxxxxxxxxxx will not be eligible for any benefits, compensation,
or stock based awards that Xxxxxx may offer its employees.
7. Xxxxxx has, or will, reimburse HMRI for the costs associated with Xx.
Xxxxxxxxxxxx'x relocation to the Canton, Massachusetts area.
8. Xxxxxx will pay directly to Xx. Xxxxxxxxxxxx the travel and
entertainment expenses he incurs while employed by Xxxxxx .
If this accurately reflects our agreement, please sign in the space
provided and return one copy of this letter to me.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Vice President & Assistant General Counsel
Agreed:
Xxxxxx Pharmaceutical, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx Xxxxxx, Chairman
Date: 4/10/97
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