EXHIBIT 10.10
September 4, 2001
F. Xxxxxx Xxxxxxx
000 Xxxxxxxxxx Xxxxx
Xxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter sets forth the terms and conditions under which LipoMed,
Inc. (the "Company") will employ you as an employee of the Company effective
September 4, 2001 and ending September 4, 2002 (the "Initial Term"). Subsequent
to the Initial Term, this letter agreement shall be renewed on a year-to-year
basis on the same terms and conditions set forth in this letter (each a "Renewal
Term") unless terminated as provided herein or unless amended or modified by
mutual agreement. The Initial Term and any Renewal Term(s) are referred to
herein collectively as the "Term". You will serve as President and Chief
Executive Officer for the Company.
The compensation for your services during the Term shall be as follows:
(i) a base salary of Three Hundred Thousand Dollars ($300,000) for the first
year to be paid consistent with the payroll schedule established by the Company;
(ii) an annual bonus based upon the achievement of certain individual and
Company goals as determined by the Board of Directors of the Company; (iii) such
options as the Board of Directors may in its discretion approve; (iv) four weeks
of vacation per fiscal year; and (v) other employee benefits as those become
available and as those benefits are provided to other employees of the Company.
In addition, the Company will pay all reasonable expenses incurred by you which
are related to the conduct of the business of the Company, provided that you
comply with the policies for reimbursement or advance expenses as established by
the Board of Directors of the Company.
This agreement may be voluntarily terminated by either party by giving
written notice of intention not to renew for any Renewal Term to the other party
("Voluntary Termination"), such notice to be delivered at least sixty (60) days
prior to the last day of the Initial Term or any Renewal Term. In the event that
the Company terminates this agreement other than by Voluntary Termination or for
"cause" (as hereinafter defined) or due to your death or permanent disability or
the liquidation, dissolution or discontinuance of business of the Company, the
Company shall pay you your most current base salary for a period of one (1) year
following such termination (the "Severance Period") and you shall be entitled to
all benefits which were provided to you at the time of such termination during
the Severance Period to the extent allowed under the terms of the applicable
benefit plans (or if not allowed, the cash equivalent thereof). Notwithstanding
the foregoing, no further Severance Benefits will be paid after you commence
comparable employment after such termination. For the purposes of this
paragraph, "Cause" shall be determined by the Board of Directors and shall mean:
(i) any material breach of this agreement by you or failure by you
to diligently and properly perform your duties for the
Company, such failure to be determined in the reasonable
judgment of the Board of Directors of the Company and which
failure is not corrected within thirty (30) days after notice
of such failure;
(ii) any material failure to comply with the policies and/or
directives of the Board of Directors which failure is not
corrected within thirty (30) days after notice of such
failure;
(iii) Any action by you that is dishonest, illegal or not in good
faith which is materially detrimental to the interest and
well-being of the Company; or
(iv) Any failure by you to fully disclose any material conflict of
interest you may have with the Company in a transaction
between the Company and any third party which is materially
detrimental to the interest and well-being of the Company; or
(v) Any adverse act or omission by you which would be required to
be disclosed pursuant to federal or state securities laws or
which would limit the ability of the Company or any entity
affiliated with the Company to sell securities under any
Federal or state law or which would disqualify the Company or
any affiliated entity from any exemption otherwise available
to it, all of which are materially detrimental to the interest
and well-being of the Company.
This letter agreement and the services rendered by you hereunder will
be contingent upon and subject to that certain Confidentiality, Inventions and
Non-Competition Agreement by and between the Company and you dated of even date
herewith (the "Non-Competition Agreement").
You hereby represent that your performance of services for the Company
will not violate any obligation which you may have to any previous employer,
including, without limitation, any agreements to refrain from competing,
directly or indirectly, with the business of any previous employer or any other
third party. You further represent that your performance of all the terms of
this agreement and as a consultant to the Company, if applicable, does not and
will not breach any agreement to keep in confidence proprietary information,
trade secrets, knowledge or data acquired by you in confidence or in trust prior
to your engagement or employment by the Company or induce the Company to use any
confidential or proprietary information, trade secrets or material belonging to
any previous employer or others, and you agree to indemnify and hold harmless
the Company from and against all claims of loss or liability (including
reasonable attorneys' fees) arising out of or connected with your breach or
alleged breach of any of the representations set forth above.
The Company will indemnify and hold you harmless to the fullest extent
permitted by law from and against any and all claims of loss or liability
(including reasonable attorney's fees) arising from or in connection with this
agreement or the services provided hereunder, except to the extent that the same
shall be determined to have resulted solely from actions taken or omitted due to
your willful misconduct, negligence or knowing violation of the law.
This agreement supersedes in its entirety any previous employment or
consulting agreements between you and the Company, including without limitation,
that certain employment letter agreement between you and the Company dated
December 30, 1997, and, with the Non-Competition Agreement, constitutes a full
and complete
understanding of the parties with respect to the subject matter hereof, and all
prior written and oral agreements concerning the subject matter hereof are
hereby terminated. This agreement shall be governed by the laws of the State of
North Carolina.
If you are in agreement with the terms and conditions set forth herein,
please execute one copy of this letter and return it to me.
Sincerely,
LipoMed, Inc.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx,
Chairman of the Board of
Directors
Agreed to and accepted this
4/th/ day of September, 2001.
/s/ F. Xxxxxx Xxxxxxx
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F. Xxxxxx Xxxxxxx
