EXHIBIT 10.54
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as of
November 18, 1996 by and between Acute Therapeutics, Inc. a Delaware corporation
(the "Company"), and Xxxxxxxx Xxxx, Ph.D. ("Executive").
WHEREAS, the Company and the Executive desire that the Executive be
employed by the Company and that the terms and conditions of such employment be
defined;
NOW, THEREFORE, in consideration of the employment of the Executive
by the Company, the Company and Executive agree as follows:
1. Term of the Agreement. The Company shall employ Executive and
Executive shall accept employment for a period of three (3) years commencing on
November 18, 1996 (the "Commencement Date") and continuing until November 18,
1999 (the "Employment Period") subject, however, to prior termination as
hereinafter provided in Section 6.
2. Executive's Duties and Obligations.
a. Duties. Executive shall serve as Vice President of Project
Administration and Clinical Administration. Executive shall be responsible for
execution of clinical site selection, protocol development and management of
Clinical Research Associates and interfacing with Contact Research
Organizations.
b. Location of Employment. Executive's principal place of
business shall be at Company's office located at 0000 Xxxxxx Xxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
c. Proprietary Information and Inventions Agreement. Upon
commencement of employment with the Company, Executive shall execute the
Company's standard form of Intellectual Property and Confidential Information
Agreement (the "Confidentiality Agreement") a copy of which is attached to this
Agreement as Exhibit A.
3. Devotion of Time to Company's Business
a. Full-Time Efforts. During his employment with the Company,
Executive shall devote substantially all of his business time, attention and
efforts to the high quality performance of his duties to the Company.
b. No Other Employment. During his employment with the
Company, Executive shall not, whether directly or indirectly, render any
services of a commercial or professional nature to any other person or
organization, whether for compensation or otherwise, without the prior written
consent of the Company's Executive Committee or Board of Directors.
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c. Non-Competition During Employment. During the term of this
Agreement, and for eighteen months after its termination, Executive shall not,
directly or indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, or in any other
individual or representative capacity (i) compete with Acute Therapeutics, Inc.
in the business or research areas of surfactant replacement therapy and other
areas which Acute Therapeutics, Inc. may enter while he remains employed, or
(ii) directly or indirectly solicit or employ any employees of the Company.
4. Compensation and Benefits.
a. Base Compensation. During the term of this Agreement, the
Company shall pay to Executive base annual compensation of One Hundred Forty Two
Thousand dollars ($142,000), less all required withholdings.
b. Benefits. During his employment with the Company, the
Company shall provide reasonable medical and disability benefits to Executive
while Executive is a full-time employee of the Company. In addition, the Company
will provide to Executive term life insurance on behalf of Executive's
beneficiaries in the amount of Executive's annual salary for the term of this
Agreement.
c. Stock Option. The Board of Directors of the Company has
granted to Executive, on the date hereof, an
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incentive stock option to purchase 16,000 shares of Common Stock, $.001 par
value of the Company, at an exercise price of $0.32 per share, pursuant to the
Notice of Grant of Stock Option attached hereto as Exhibit B.
d. Incentive Bonus. Executive shall be eligible for an
incentive bonus at the discretion of the Chief Executive Officer of the Company.
5. Termination of Employment.
a. Termination for Good Cause. The Company may terminate
Executive's employment at any time for "Good Cause," as herein defined. For the
purposes of this Agreement, "Good Cause" includes, but is not limited to, gross
misconduct, gross neglect of duties, acts involving moral turpitude, material
breach by Executive of this Agreement or the Confidentiality Agreement or any
act or omission involving fraud, embezzlement, or misappropriation of any
property or proprietary information of the Company by Executive which is not
cured by Executive within fifteen (15) days after receipt of written notice from
the Company.
b. Termination without Good Cause. If Executive's employment
is terminated by the Company without Good Cause, the following provisions shall
apply:
i) Executive shall be entitled to any unpaid
compensation accrued through the last day of Executive's employment;
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ii) Executive shall be entitled to receive severance
payments equal to his base compensation, payable on normal Company payroll
dates, for a six month period, subject to setoff for other employment or
consulting income received by Executive.
c. Death or Disability. This Agreement shall terminate if
Executive dies or is mentally or physically "Disabled" as herein defined. For
the purposes of this Agreement, "Disabled" shall mean a mental or physical
condition that renders Executive incapable of performing his duties and
obligations under this Agreement for three (3) or more consecutive months or for
a total of six (6) months during any twelve (12) consecutive months; provided,
that during such period the Company shall give Executive at least thirty (30)
days' written notice that it considers the time period for disability to be
running. If this Agreement is terminated under this paragraph 5.c., Executive or
his estate shall be entitled to any unpaid compensation accrued through the last
day of Executive's employment but shall not be entitled to any severance
benefits.
6. Miscellaneous.
a. Governing Law. This Agreement shall be interpreted,
construed, governed and enforced according to the laws of the State of New York.
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b. Amendments. No amendment or modification of the terms or
conditions of this Agreement shall be valid unless in writing and signed by the
parties hereto.
c. Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
construed, if possible, so as to be enforceable under applicable law, else, such
provision shall be excluded from this Agreement and the balance of the Agreement
shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
d. Successors and Assigns. The rights and obligations of the
Company under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Company. Executive shall not be entitled
to assign any of his rights or obligations under this Agreement.
e. Notices. All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective upon personal
delivery or two days after deposit in the United States Post Office, by
registered or certified mail, postage prepaid, addressed to the other party at
the address shown below such party's signature, or at such other address or
addresses as either party shall designate to the other in accordance with this
paragraph 6.e.
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f. Entire Agreement. This Agreement, including the exhibits
attached hereto, constitutes the entire agreement between the parties with
respect to the employment of Executive.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth above.
ACUTE THERAPEUTICS, INC.
By: Xxxxxx Xxxxxxxx, Ph.D.
Its: President
/s/ Xxxxxx X. Xxxxxxxx
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Address: 0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
EXECUTIVE:
Xxxxxxxx Xxxx, Ph.D.
By: /s/ Xxxxxxxx Xxxx
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Address: 00 Xxxxxxx Xxxxxx
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Xxxxxxxx Xxxxxxx, XX 00000
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