EMPLOYMENT AGREEMENT
Employment
Agreement, between Duska Therapeutics, Inc., a Nevada corporation (the
"Company"), and Xxxxx X. Xxx (the "Employee").
| 1. |
For
good consideration, the Company employs the Employee on the following
terms and conditions.
|
| 2. |
Term
of Employment.
Subject to the provisions for termination set forth below this agreement
will begin the day the Company closes on a financing of at least
$5
million, which is anticipated to be September 24,
2007.
|
| 3. |
Salary.
The Company shall pay Employee a salary of $250,000 per year, for
the
services of the Employee, payable
semimonthly.
|
| 4. |
Stock
options.
Upon commencing employment, the Company shall grant nonqualified
stock
options to purchase 8% of the Company's fully-diluted stock (calculated
immediately after the Company has closed on a minimum $5 million
in
financing). Twenty five percent (25%) of the Employee’s stock options will
vest on the first day of employment with an exercise price of $0.50
per
share with the remaining 75% vesting at a rate of 2.083% per month
on the
same day of each of the 36 calendar months following the effective
date of
this agreement, beginning with the 30th
day after the closing. The exercise prices of the second 50% of the
options will be $0.75 per share, with the remaining 25% at an exercise
price of $1.00 per share. Any unvested stock options will immediately
vest
and become exercisable upon the closing of a merger or sale of
substantially all of the Company’s assets. This provision is subject to
the approval by the board of directors and shareholders, if necessary,
to
change the 2004 Equity Incentive Plan to permit such options to be
awarded.
|
| 5. |
Annual
bonus and salary increase.
The Employee shall receive an annual bonus upon the achievement of
written
objectives set by the Company’s Board of Directors in the prior year. The
target bonus will be up to 35% of the base salary, subject to the
discretion of the Board of Directors. The Employee shall receive
an annual
salary increase subject to the discretion of the Board of Directors,
but
at a minimum, the increase shall be equal to the rate of inflation
in San
Diego, California as measured by the prior year’s Consumer Price
Index.
|
| 6. |
Duties
and Position.
The Company hires the Employee in the capacity of Chief Executive
Officer.
|
| 7. |
Employee
to Devote Full Time to Company.
The Employee will devote full time, attention, and energies to the
business of the Company, and, during this employment, will not initiate
and engage in any other for profit business employment. Employee
is not
prohibited from making personal investments in any other businesses
provided those investments do not require active involvement in the
operation of said companies. Not-withstanding the foregoing, the
Employee
is permitted to serve as a Board Director of other companies, provided
that said company’s business does not directly compete with the Company’s
business.
|
| 8. |
Confidentiality
of Proprietary Information.
Employee agrees, during or after the term of this employment, not
to
reveal confidential information, or trade secrets to any person,
firm,
corporation, or entity not covered by a confidentiality agreement
between
said entity and the Company. Should Employee reveal or threaten to
reveal
this information, the Company shall be entitled to an injunction
without
providing a bond or undertaking restraining the Employee from disclosing
same, or from rendering any services to any entity to whom said
information has been or is threatened to be disclosed, the right
to secure
an injunction is not exclusive, and the Company may pursue any other
remedies it has against the Employee for a breach or threatened breach
of
this condition, including the recovery of damages from the
Employee.
|
| 9. |
Reimbursement
of Expenses.
The Employee may incur reasonable expenses for furthering the Company's
business, including expenses for entertainment, travel, and similar
items.
The Company shall reimburse Employee for all business expenses after
the
Employee presents an itemized account of expenditures, pursuant to
Company
policy.
|
| 10. |
Benefits.
The Company will pay for reasonable premiums for medical, dental
and
orthodontic benefits for the Employee and his immediate family.
Notwithstanding any provision to the contrary, the Company’s reimbursement
obligation under this Section 10 shall never exceed $20,000 per
year.
|
| 11. |
Vacation.
The Employee shall be entitled to accrue vacation time of three weeks
yearly at full pay. The Employee shall cease accruing vacation time
after
accruing 12 weeks of unused vacation
time.
|
| 12. |
Office.
The Company shall provide the Employee with an office in the San
Diego,
California area. The monthly rent shall not exceed $2,500 during
the first
12 months.
|
| 13. |
Disability.
In the event that the Employee cannot perform the duties because
of
illness or incapacity for a period of more than eight (8) weeks,
the
compensation otherwise due during said illness or incapacity will
be
reduced by 50% (fifty percent) . The Employee's full compensation
will be
reinstated upon return to work. However, if the Employee is absent
from
work for any reason for a continuous period of over two (2) months,
the
Company may terminate the Employee's employment, and the Company's
obligations under this agreement will cease on that
date.
|
| 14. |
Termination
of Agreement.
Without cause, the Company may terminate this agreement at any time
upon
30 days' written notice to the Employee. If the Company so requests,
the
Employee will continue to perform his/her duties and may be paid
his/her
regular salary up to the date of termination. In addition, the Company
will pay the Employee accrued and unpaid vacation and over the three
months following the date of the termination a severance allowance
of
$62,500 less taxes and Social Security required to be withheld. Medical
and dental benefits reimbursements would also continue over the three
months following the date of termination. The Employee may terminate
employment upon 30 days' written notice to the Company. Employee
may be
required to perform his or her duties and will be paid the regular
salary
to date of termination but shall not receive the aforementioned severance
allowance. Notwithstanding anything to the contrary contained in
this
agreement, the Company may terminate the Employee's employment upon
30
days' notice to the Employee should any of the following events
occur:
|
| (a) |
The
sale of substantially all of the Company's assets to a single purchaser
or
group of associated purchasers; or
|
| (b) |
The
sale, exchange, or other disposition, in one transaction of the majority
of the Company's outstanding corporate shares;
or
|
| (c) |
The
Company's decision to terminate its business and liquidate its
assets;
|
| (d) |
The
merger or consolidation of the Company with another
company.
|
| (e) |
Bankruptcy
or chapter 11 reorganization.
|
In
the
case of (a) (b) (c) or (d), the Company will pay the Employee over the three
months following the date of the termination a severance allowance of $62,500
less taxes and Social Security required to be withheld. In addition, all stock
options granted to Employee will fully vest immediately and become
exercisable.
| 15. |
Death
Benefit.
Should Employee die during the term of employment, the Company shall
pay
to Employee's estate any compensation due through the end of the
month in
which death occurred as well as vested stock
options.
|
| 16. |
Proprietary
Information & Innovations Agreement. The
Employee hereby agrees to sign and be bound by the Company’s standard
Proprietary Information and Innovations Agreement, in substantially
the
form set forth in Exhibit
A
hereto (the “Proprietary Information Agreement.”) The Employee shall be
bound by the Proprietary Information Agreement even if the Employee
does
not sign the Proprietary Information
Agreement.
|
| 17. |
Assistance
in Litigation.
Employee shall upon reasonable notice, furnish such information and
proper
assistance to the Company as it may reasonably require in connection
with
any litigation in which it is, or may become, a party either during
or
after employment. If Employee’s assistance is requested after Employee’s
termination other than for cause, and Employee is not a named defendant
in
the litigation, the Company shall reasonably compensate Employee
for his
time in assisting the Company, provided such compensation is permitted
under applicable law.
|
| 18. |
Effect
of Prior Agreements.
This Agreement supersedes any prior agreement between the Company
or any
predecessor of the Company and the Employee, except that this agreement
shall not affect or operate to reduce any benefit or compensation
inuring
to the Employee of a kind elsewhere provided and not expressly provided
in
this agreement.
|
| 19. |
Settlement
by Arbitration.
Any claim or controversy that arises out of or relates to this agreement,
or the breach of it, shall be settled by arbitration in San Diego,
California by a single arbitrator in accordance with the rules of
the
American Arbitration Association. Judgment upon the award rendered
may be
entered in any court with jurisdiction. This Agreement is entered
into in
San Diego, California and shall be construed under the internal laws
of
California.
|
| 20. |
Limited
Effect of Waiver by Company.
Should Company waive breach of any provision of this agreement by
the
Employee, that waiver will not operate or be construed as a waiver
of
further breach by the Employee.
|
| 21. |
Severability.
If, for any reason, any provision of this agreement is held invalid,
all
other provisions of this agreement shall remain in effect. If this
agreement is held invalid or cannot be enforced, then to the full
extent
permitted by law any prior agreement between the Company (or any
predecessor thereof) and the Employee shall be deemed reinstated
as if
this agreement had not been
executed.
|
| 22. |
Assumption
of Agreement by Company's Successors and Assignees.
The Company's rights and obligations under this agreement will inure
to
the benefit and be binding upon the Company's successors and
assignees.
|
| 23. |
Oral
Modifications Not Binding.
This instrument is the entire agreement of the Company and the Employee.
Oral changes have no effect. It may be altered only by a written
agreement
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is
sought.
|
| 24. |
Construction.
Each party has been urged to consult with independent legal counsel.
Therefore, this Agreement shall not be strictly construed against
the
drafting party or parties.
|
| 25. |
Counterparts.
This Agreement may be executed in original or faxed
counterparts.
|
| Signed this_____ day of September, 2007 | ||||
| /s/ Xxxx Xxxxxx | /s/ Xxxxx X. Xxx | |||
|
Xxxxx
Therapeutics, Inc., a Nevada
corporation
|
Xxxxx X. Xxx, M.D., M.B.A. |
|||
| By: |
Xx.
Xxxx Xxxxxx
|
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| Title: |
President
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