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Exhibit 10.143
STOCK AWARD AGREEMENT
This Stock Award Agreement (this "Agreement") is dated September 23,
1998 (the "Effective Date") between Ecogen Inc., a Delaware Corporation having
its principal place of business at 0000 Xxxxx Xxxx. Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxx, 00000 (the "Company"), and Xxxxx X. Xxxxxx, Xx., whose principal
residence is 00 Xxxxx Xxxxxxx, Xxxxxx, XX 00000 ("Employee").
IN CONNECTION WITH AND IN CONSIDERATION OF SERVICES RENDERED TO THE
COMPANY BY EMPLOYEE, THE COMPANY DESIRES TO AWARD TO EMPLOYEE SHARES OF THE
COMPANY'S COMMON STOCK, $.01 PAR VALUE PER SHARE (THE "COMMON STOCK").
In consideration of the foregoing and of the mutual covenants and
benefits provided herein, the Company and Employee hereby agree as follows:
1. Award of Shares. Subject to the terms and conditions set forth
herein, the Company hereby awards to Employee 100,000 shares of Common Stock
(the "Award Shares").
2. Forfeiture of Award Shares.
(a) If, prior to September 24, 2000 (the "Forfeiture Period"), Employee
voluntarily resigns his employment with the Company, is terminated with "Cause"
(as defined in paragraph (c) below), dies or becomes permanently disabled, then
the percentage of Award Shares specified in the following table shall be
forfeited, whereupon Employee shall have no further rights whatsoever with
respect to such forfeited Award Shares.
PERCENTAGE OF
FORFEITURE PERIOD AWARD SHARES FORFEITED
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Before September 23, 1999 100%
September 24, 1999 - September 23, 2000 50%
On or after September 24, 2000 0%
If the application of any percentage pursuant to the foregoing table
would result in any fractional share, then the number of Award Shares not
subject to forfeiture immediately after such application shall be rounded up to
the nearest whole share.
(b) If, during the Forfeiture Period, there is (i) any stock dividend,
stock split, combination or subdivision or other change in the character or
amount of any of the Company's outstanding securities or (ii) any consolidation,
merger or sale of all or substantially all of the Company's assets, then, in
such event, any and all new, substituted or additional securities to which
Employee is entitled by reason of his ownership of Award Shares which,
immediately prior to such event, were subject to forfeiture, will be immediately
subject to the forfeiture provisions of paragraph (a) and shall be included in
the term "Award Shares."
(c) "Cause" for purposes of this Agreement will include, but not be
limited to, any violation by Employee of the employee policies or standards of
the Company, including, but not limited to, fraud, theft, insubordination,
failure or refusal to perform job duties in accordance with the Company's
standards, any violation by Employee of his obligations to the Company of
non-disclosure, non-competition or non-solicitation, any breach by Employee of
any provision of this
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Agreement, or any act or conduct of Employee having, or likely to have, a
material and adverse effect upon the company's technical, scientific or business
reputation. All determinations of "Cause" under this Agreement will be made
reasonably by a majority vote of the Board of Directors of the Company, in the
exercise of its sole discretion, and will be final and binding upon Employee.
(d) As long as Employee's Award Shares have not been forfeited pursuant
to paragraph (a) of this Section, Employee shall have voting, dividend and all
other rights with respect to the Award Shares as of the date the Award Shares
are issued and registered in Employee's name.
(e) Certificates representing any Award Shares subject to forfeiture
pursuant to paragraph (a) of this Section will be held by the Company until such
Award Shares are no longer subject to forfeiture. Award Shares subject to
forfeiture may not be sold, transferred, pledged or otherwise disposed of
(including, but not limited to, through transfer by gift or donation).
3. Representations of Employee. Employee represents and warrants that
he is acquiring the Award Shares for his own account, for investment purposes
only and not with a view towards distribution.
4. Tax Consequences. Employee hereby represents that prior to or on
the date hereof, Employee has generally been advised of the tax consequences to
Employee of receiving the Award Shares and has obtained appropriate legal or tax
advice with respect thereto.
5. Legends. Stock certificates representing the Award Shares may bear
legends reflecting such restrictions as the Company deems appropriate and in its
best interest in accordance with the terms and conditions of this Agreement,
including a legend to the effect that the Award Shares may not be transferred
unless such Award Shares are registered under the Securities Act of 1933, as
amended or an exemption from such registration is available. In such event, the
Company may refuse to transfer ownership of the Award Shares on its corporate
record books until Employee has complied with any such restrictions.
6. Non-transferability of Stock Award Agreement. This Agreement is
personal and no rights hereunder may be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) nor shall
such rights be subject to execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
Agreement or of such rights contrary to the provision hereof, or upon the levy
of any attachment or similar process upon this Agreement or such rights, any
such rights shall, at the election of the Company, become null and void.
7. Delivery of Award Shares. Subject to the terms set forth in Section
2(e) hereof, the Company will make prompt delivery to Employee of the Award
Shares; provided that if any law or regulation requires the Company to take any
action with respect to such Award Shares before the issuance thereof, then the
date of delivery of such Award Shares will be extended for the period necessary
to complete such action. No Award Shares will be issued and delivered unless and
until, in the opinion of counsel for the Company, any applicable registration
requirements of the Securities Act of 1933, as amended, any applicable listing
or quotation requirements of any exchange or quotation system on which stock of
the same class is then listed or quoted and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery shall
have been fully complied with.
8. No Special Employment Rights. Employee acknowledges that nothing
contained in this Agreement will confer upon Employee any right with respect to
the continuation of his employment by the Company or interfere in any way with
the right of the Company, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such
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employment or to increase or decrease the compensation of Employee from the rate
in existence at the time of the stock award.
9. Miscellaneous.
(a) This Agreement and any instrument delivered pursuant to this
Agreement will be construed, interpreted and governed by the laws of the
Commonwealth of Pennsylvania without regard to the conflicts of laws rules
thereof.
(b) This Agreement will be binding upon Employee, his legal
representatives, heirs and distributees, and the Company, its successors and
assigns regardless of any change in the business structure of the Company, be it
through spinoff, merger, sale of stock, sale of assets or any other transaction.
(c) This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof. No waiver, modification or change of any
provision of this Agreement will be valid unless in writing and signed by both
parties. The headings of the sections of this Agreement are inserted for
convenience of reference only and will not be deemed to constitute a part hereof
or to affect the meaning hereof.
(d) The waiver of any breach of any duty, term or condition of this
Agreement will not be deemed to constitute a waiver of any preceding or
succeeding breach of the same or of any other duty, term or condition of this
Agreement.
(e) All notices pursuant to this Agreement will be in writing and will
be sent by prepaid certified mail, return receipt requested, addressed to the
parties hereto at the addresses set forth in this Agreement or to such other
addresses as may hereafter be specified by like notice in writing by either of
the parties.
(f) This Agreement may be executed in counterparts, each of which will
be deemed an original but all of which will together constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the day and year first above written.
Ecogen Inc.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President and General Counsel
/s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
