EXECUTIVE EMPLOYMENT AGREEMENT
EXECUTIVE
EMPLOYMENT AGREEMENT
(the
"Agreement")
made
as of the 18th
day of
March, 2008 by and between ACURA
PHARMACEUTICALS, INC.,
a New
York corporation (the "Corporation"),
with
administrative offices at 000 X. Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000
and
XXXXXX
XXXXX,
residing at 00 Xxxxxxx Xxxxxxx, Xxxxxx, XX 07901(the "Employee").
W
I T
N E S S E T H
WHEREAS,
the
Corporation desires to employ the Employee to engage in such activities and
to
render such services as are required under the terms and conditions hereof
and
the Board of Directors has authorized and approved the execution of this
Agreement; and
WHEREAS,
the
Employee desires to be employed by the Corporation under the terms and
conditions hereinafter provided.
NOW,
THEREFORE,
in
consideration of the mutual covenants and undertakings herein contained,
the
parties agree as follows:
| 1. |
Employment,
Duties and Acceptance.
|
1.1 Services.
Commencing on April 7, 2008 (the “Commencement Date”) the Corporation shall
employ the Employee for the Term (as hereinafter defined in Section 2 hereof),
to render exclusive and full-time paid services to the business and affairs
of
the Corporation as the Senior Vice President and Chief Operating Officer
of the
Corporation, subject to the direction of the Corporation's Chief Executive
Officer ("CEO") and the Board of Directors of the Corporation, and, in
connection therewith, commencing on the Commencement Date the Employee shall
have all the duties and responsibilities customarily rendered by a Senior
Vice
President and Chief Operating Officer, and as may be further reasonably and
customarily directed or requested to be performed by the CEO, to whom the
Employee shall report, or the Board of Directors, and to use his commercially
reasonable best efforts, skill and abilities to promote the interests of
the
Corporation and its subsidiaries. The Employee shall perform the services
as
Senior Vice President and Chief Operating Officer at his home office as
well
as by traveling to the Corporation's Culver, Indiana facility and Palatine,
Illinois offices and such other locations as shall be designated by the CEO
or
the Board of Directors from time to time, including, without limitation,
the
locations of contract research organizations, clinical trial sites, and such
other locations as shall be required for meetings or presentations with
prospective investors, counsel, prospective partners and other locations
as the
CEO or the Board of Directors shall determine to be in the best business
interests of the Corporation.
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1.2
Acceptance.
The
Employee hereby accepts such employment and agrees to render the services
described in Section 1.1 hereof.
2. Term
of Employment.
The
term of the Employee’s employment under this Agreement shall commence on the
Commencement Date of this Agreement and shall expire on December 31, 2009
(the
“Initial
Term”),
unless sooner terminated pursuant to Section 7 of this Agreement; provided,
however,
that
the term
of the Employee’s employment hereunder shall automatically be extended for
successive one (1) year periods (each, a “Renewal
Period”
and
together with the Initial Term, the “Term”)
unless
either the Corporation or the Employee provides written notice of non-renewal
of
the Employee’s employment with the Corporation ninety (90) days prior to the
expiration of the Initial Term or any Renewal Period. The expiration of the
Initial Term or any Renewal Period pursuant to the Corporation’s provision of a
written notice of non-renewal as provided in this Section 2 shall not be
deemed
a termination of Employee’s employment.
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3. Compensation.
In
consideration of the services to be rendered by the Employee pursuant to
this
Agreement, the Employee shall receive from the Corporation the following
compensation:
(a) Base
Salary.
The
Corporation shall pay the Employee an aggregate base salary at the initial
annual rate of $290,000 (the "Base
Salary"),
commencing on the Commencement Date and payable in equal bi-weekly installments,
less such deductions or amounts to be withheld as shall be required by
applicable laws and regulations. The Employee’s Base Salary shall be reviewed at
least annually and be subject to increase by the Board of Directors of the
Corporation, in its sole and absolute discretion.
(b) Annual
Bonus.
During
the Term, the Employee will be eligible to receive from the Corporation an
annual bonus (the “Bonus”)
in the
amount of up to thirty percent (30%) of the Employee’s then current annual Base
Salary during the fiscal year (or portion thereof) for which the Bonus may
be
awarded. The Bonus will be based upon the achievement of such targets,
conditions or parameters (the “Bonus
Criteria”)
as
will be agreed upon by the Employee and the Board of Directors or the
Compensation Committee of the Board of Directors of the Corporation within
(i)
sixty (60) days of the date of this Agreement, in the case of the first fiscal
year of the Initial Term, and (ii) sixty (60) days of (before or after) the
beginning of each fiscal year thereafter. The Bonus shall be paid at the
same
time as the bonuses are paid to other executive officers, but in any event
within seventy five (75) days following the end of the Corporation’s fiscal
year.
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4. Expenses.
The
Corporation shall pay or reimburse the Employee for all reasonable expenses
which are in accordance with the Corporation’s expense policy in force from time
to time and which are actually incurred or paid by the Employee during the
Term
in the performance of his services under this Agreement, upon presentation
of
expense statements or vouchers or such other supporting information as the
Corporation may reasonably require. Such expenses shall include, but not
be
limited to, business travel, travel to corporate facilities and related
temporary living expenses, meals and lodging, and business entertainment.
Such
expenses shall also include fees and expenses associated with membership
in
various business and civic associations, approved
in advance by the Compensation Committee of the Board of Directors of the
Corporation, in which the Employee’s participation is in the Corporation’s best
interest.
5. Additional
Benefits.
(a) In
General.
In
addition to the compensation and expenses to be paid under Sections 3 and
4
hereof, the Employee will be entitled to such rights and benefits for which
he
may be eligible under any insurance, profit-making, incentive, bonus, stock
option, stock grant or pension or retirement plan of the Corporation as the
Board of Directors shall adopt from time to time in its sole and absolute
discretion for the benefit of senior executives or employees generally of
the
Corporation.
(b) Stock
Options.
(i)
Upon the Commencement Date, the Employee shall be granted stock options to
purchase 30,000 shares of the Corporation’s common stock, $.01 par value per
share (the "Employment
Date Option")
at an
exercise price per share equal to the last sale price of the Corporation’s
common stock on the trading day immediately preceding the Commencement Date,
as
reported by the NASDAQ Capital Market. The Employment Date Option shall vest
and
be exercisable at the rate of 1,500 shares on the last day of each calendar
month beginning May 31, 2008. The Employment Date Option shall have a ten
(10)
year term, subject to earlier termination as set forth in Section 7 upon
the
termination of the Employee’s employment with the Corporation and shall be
evidenced by the Stock Option Agreement substantially in the form of
Exhibit
A
hereto.
The Employee and the Corporation agree that the Employment Date Option is
issued
pursuant to the Corporation’s 1998 Stock Option Plan, as amended. The
Corporation shall use commercially reasonable best efforts to maintain the
effectiveness of its Registration Statement on Form S-8 relating to the 1998
Stock Option Plan as filed with the Securities and Exchange
Commission.
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(ii) The
Employee will also be eligible in the future to receive option grants based
on
performance or on achievement milestones as determined by the Board of Directors
or the Compensation Committee.
(iii) The
Employment Date Option and any other stock option granted to the Employee
by the
Corporation during the Term are referred to herein collectively as the
“Options”.
(c) Restricted
Stock Units.
(i)
Upon the Commencement Date, the Corporation shall grant to the Employee a
Restricted Stock Unit Award Agreement in the form of Exhibit
B
hereto
which, subject to its terms and the terms of the Corporation’s 2005 Restricted
Stock Unit Award Plan, provides for the Corporation’s issuance of up to Fifty
Thousand (50,000) shares of the Corporation’s common stock, $.01 par value per
share (the “Employment
Date Restricted
Stock Units”).
The
Employment Date Restricted Stock Units shall vest at the rate of 2,500
restricted stock units on the last day of each calendar month commencing May 31,
2008. Notwithstanding anything to the contrary contained in this Employment
Agreement, the grant, vesting and distribution relating to the Employment
Date
Restricted Stock Units will be governed solely by Corporation’s 2005 Restricted
Stock Unit Award Plan and the Restricted Stock Unit Award Agreement attached
as
Exhibit
B
hereto
between the Corporation and the Employee. The Corporation shall use commercially
reasonable best efforts to maintain the effectiveness of the Registration
Statement on Form S-8 relating to the 2005 Restricted Stock Unit Award Plan
as
filed with the Securities and Exchange Commission.
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(ii) The
Employment Date Restricted Stock Units and any other restricted stock units
granted to the Employee by the Corporation during the Term are referred to
herein collectively as the “Restricted
Stock Units”.
6. Vacation.
The
Employee shall be entitled to four (4) weeks of vacation during each year
of the
Term, to be taken at a time or times mutually agreed upon by the Employee
and
the Corporation; provided, however, that not more than one (1) week of such
vacation period may be carried over to the year immediately following the
year
in which such vacation was to be taken, unless otherwise required by applicable
law.
7. Termination.
7.1
Death.
If
during the Term the Employee shall die, the Employee’s employment under this
Agreement shall terminate as of the date of the Employee's death. Upon such
termination under this Section 7.1 the Corporation shall pay to or for the
benefit of the Employee to such person or persons as the Employee shall
designate by notice to the Corporation from time to time or, in the absence
of
such designation, the Employee’s spouse (the “Employee’s
Designees”),
in a
lump sum in cash within thirty (30) days from the date of the Employee's
death
(a) the accrued but unpaid portion of the Base Salary payable hereunder,
and (b) any accrued and unpaid vacation. Additionally, notwithstanding any
language to the contrary contained in any option agreements with the Employee,
the Employee's Designees shall be entitled to exercise the Employee’s vested
option shares during the twelve (12) months following the date of termination
under this Section 7.1. At the expiration of such twelve (12) month period,
the
Options shall terminate.
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7.2
Disability.
In the
event of the Employee’s "mental or physical disability" (as defined herein)
which continues for (i) a period of longer than sixty (60) consecutive
days, or (ii) such periods aggregating one hundred twenty (120) days during
any 365 consecutive days, such that the Employee is, despite reasonable
accommodation, unable to substantively perform the essential functions of
his
position for said periods, the determination of which shall be confirmed
by the
Board of Directors in the manner hereinafter provided, this Agreement shall
terminate upon thirty (30) days' prior written notice to the Employee from
the
Corporation (the "Disability
Termination Date").
The
Corporation shall continue to pay to the Employee during the period of his
mental or physical disability the Base Salary provided in Section 3 of this
Agreement as well as provide the benefits described herein; provided, however,
that the Base Salary shall be reduced by any disability insurance payments
paid
to the Employee by a policy paid for by the Corporation. On the Disability
Termination Date, (a) the Employee’s Base Salary shall cease, and
(b) the Corporation shall pay to the Employee, in a lump sum in cash, any
accrued and unpaid vacation. Additionally, notwithstanding any language to
the
contrary contained in any option agreements with the Employee, the Employee's
Designees shall be entitled to exercise his vested option shares for twelve
(12)
months following the date of termination under this Section 7.2. At the
expiration of such twelve (12) month period, the Options shall
terminate.
7
As
used
herein, the term "mentally
or physically disabled"
shall
have the meaning ascribed thereto in the Corporation’s disability insurance
policy then in force and effect for the Employee or, if no such disability
policy then exists, it shall mean the inability of the Employee, by reason
of
physical or mental injury, illness or other similar cause to perform the
essential functions of his duties and responsibilities in connection with
the
conduct of the business and affairs of the Corporation as determined by a
reputable physician of the Corporation’s selection. The Employee hereby consents
to, and agrees to make himself available for, such examination.
7.3
Termination
For Cause.
The
Corporation may at any time during the Term, by written notice, and after
affording the Employee the opportunity to be heard in person by the Board
of
Directors, terminate this Agreement and discharge the Employee for "Cause",
whereupon the Corporation's obligation to pay compensation or any other amounts
payable hereunder to or for the benefit of the Employee shall terminate on
the
date of such discharge except for accrued and unpaid Base Salary and expenses
to
the date of discharge. For purposes of this Agreement, the term "Cause" shall
mean: (i) any act of the Employee’s constituting willful misconduct which
is materially detrimental to the Corporation’s best interests, including
misappropriation of, or intentional damage to, the funds, property or business
of the Corporation; (ii) conviction of a felony or of a crime involving
moral turpitude or conviction of any crime involving dishonesty or fraud
with
respect to the Corporation or any of its affiliates; (iii) material failure
of the Employee to perform his duties in accordance with this Agreement after
written notice to the Employee by the Board of Directors specifying such
failure
and giving the Employee fourteen (14) days to correct the defects in
performance; or (iv) breach by the Employee of any material provision hereof
which, if capable of remedy, remains unremedied for more than fourteen (14)
days
after written notice. In the event the Employee is terminated by the Corporation
for Cause or if the Employee resigns other than for Good Reason (as defined
in
Section 7.5), the Employee shall be entitled to exercise (i) the vested portion
of the Options within forty (40) days of such termination or resignation.
At the
expiration of such ninety (90) day exercise period, the unexercised Options
shall terminate.
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7.4
Termination
Without Cause.
The
Corporation may terminate the Employee's employment with the Corporation
at any
time "without Cause", upon thirty (30) days' written notice to the Employee.
A
termination "without
Cause"
shall
mean a termination of the Employee's employment other than due to death,
disability or for Cause as provided in Sections 7.1, 7.2, and 7.3, respectively.
7.5 Termination
By the Employee For Good Reason.
The
Employee may terminate his employment for "Good
Reason",
upon
thirty (30) days' written notice to Corporation. "Good
Reason"
shall
mean a termination of employment by the Employee following, without the
Employee's express prior written consent: (i) any material diminution in
the Employee's duties, status, offices, reporting requirements, or job title,
except in connection with termination of the Employee's employment for Cause
as
provided in Section 7.3 or death or disability as provided in Sections 7.1
and
7.2; (ii) the failure of the Corporation timely to pay the Employee's
salary, bonus or benefits due the Employee or any material breach by the
Corporation of this Agreement, in each case within ten
(10)
days of the Corporation's receipt of written notice from the Employee to
that
effect, which remains uncured at the end of such ten (10) day period;
(iii) any change in the Corporation's pay plan or employment agreement with
the Employee that results in a material diminution of the Employee's annual
Base
Salary or eligible Bonus amounts; (iv) notice by the Corporation to not renew
this Agreement pursuant to Section 2, or (v) the failure of the Corporation
to obtain an agreement from any successor to the Corporation to assume and
agree
to perform this Agreement.
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7.6
Payment,
Benefits and Stock Options Upon Termination Without Cause Or For Good
Reason.
(a) Cash
Payments and Severance.
In the
event of a termination by the Corporation of the Employee's employment with
the
Corporation without Cause or a termination by the Employee of his employment
with the Corporation for Good Reason, during the Term, the Corporation shall
pay
to the Employee,
(i)
each
of the following amounts:
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(x)
|
the
Employee’s accrued and unpaid Base Salary through and including the date
of termination;
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(y)
|
the
Employee’s then accrued and unused vacation through and including the date
of termination; and
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(z)
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the
Employee’s then accrued and unpaid Bonus for such year, calculated by
pro-rating the annual Bonus, which would have been payable to the
Employee
but for his termination and assuming full achievement of the Bonus
Criteria for such year, based on the number of days that the Employee
remained in the employ of the Corporation during the year for which
the
Bonus is due;
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The
payments provided in subsections (x), (y) and (z) above, shall be paid in
a
single lump sum in cash within thirty (30) days after the date of termination;
and
| (ii) |
one
(1) year of the Employee's Base Salary in effect immediately prior
to the
date of termination (”Severance
Pay”).
The amount of such Severance Pay together with the payment under
7.6(a)(i)(z) that does not exceed the Applicable Limit, shall be
paid in
equal monthly installments over the Severance Period (as defined
in
Section 7.6(b)). To the extent the Severance Pay together with
the payment
under Section 7.6(a)(i)(z) exceeds the Applicable Limit, (A) one-half
of
the amount exceeding the Applicable Limit shall be paid six months
and one
day after the date of termination, and (B) one-half of the amount
exceeding the Applicable Limit shall be paid in six equal monthly
installments commencing with the seventh month after the date of
termination. The Applicable Limit is the amount which may not be
exceeded
as specified in Treas. Reg. 1-.409A-1(b)(iii)(A) (generally the
lesser of
$450,000 (for 2007) and two times Employee’s compensation).
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10
(b) Benefits.
In
addition, the Employee shall be entitled to any benefits under any employee
benefit plans, and for twelve (12) months from the date of termination
(“Severance
Period”),
the
Employee will, at the Employee’s option, (i) continue to receive all
benefits to which he was entitled pursuant to Section 5(a) of this Agreement
as
of the date of termination including continued medical, dental, disability,
and
life insurance coverage for the Employee and the Employee's family, on terms
substantially as in effect on the date of termination, subject to the payment
by
the Employee of all applicable employee contributions, or (ii) receive a
payment in cash following his termination without Cause or for Good Reason
representing the value of such continued benefits, plus any income tax payable
by the Employee on such value. The amount provided in subsection (ii) shall
be
paid (A) in a single lump sum payment within thirty (30) days of the date
of
termination if such termination is by the Corporation without Cause, and
(B) in
a single lump sum payment six months and one day following the date of
termination if such termination is by the Employee for Good Reason. If the
Employee elects option (i) above and for any reason at any time the Corporation
is unable to treat the Employee as being or having been an employee of the
Corporation under any benefits plan in which he is entitled to participate
and
as a result thereof the Employee receives reduced benefits under such plan
during the period that the Employee is continuing to receive payments pursuant
to this Section 7.6(b), then the Corporation shall provide the Employee with
such benefits by direct payment or, at the Corporation’s option, by making
available equivalent benefits from other sources. During the Severance Period,
the Employee shall not be entitled to receive salary and/or benefits except
as
provided herein and shall not be entitled to participate in any employee
benefit
plan of, or receive any other benefit from, the Corporation that is introduced
after the date of termination, except that an appropriate adjustment shall
be
made if such new employee benefit or employee benefit plan is a replacement
for
or amendment to an employee benefit or employee benefit plan in effect as
of the
date of termination.
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(c) Stock
Options.
In the
event of a termination of the Employee's employment with the Corporation
without
Cause or a termination by the Employee of his employment with the Corporation
for Good Reason, during the Term, the Corporation shall accelerate fully
the
vesting of any outstanding Option granted to the Employee. In connection
therewith, the Corporation shall cause all restrictive legends, stop transfer
orders or similar restrictions to be removed from such shares, except as
required by applicable law. Additionally, notwithstanding any language to
the
contrary contained in any Option agreements with the Employee, the Employee
shall be entitled to exercise his vested Option shares for twelve (12) months
following the date of termination without Cause or resignation for Good Reason.
At the expiration of such twelve (12) month period, all Options shall
terminate.
(d) Restricted
Stock Units.
The
terms of the Corporation’s 2005 Restricted Stock Unit Award Plan and the
Restricted Stock Unit Award Agreements between the Corporation and the Employee
issued pursuant to the 2005 Restricted Stock Unit Award Plan shall govern
the
vesting and distribution relating to any Restricted Stock Units.
7.7 Change
of Control.
In the
event that (i) a Change of Control (as hereinafter defined) occurs during
the Term
and
(ii) the Employee's employment with the Corporation is terminated by the
Corporation without Cause or the Employee resigns or terminates his employment
hereunder for Good Reason, the Employee shall be entitled to the accrued
salary,
unused vacation, bonus, Severance Pay, benefits, and stock option treatment
as
are provided in Sections 7.6(a), (b), and (c) above, except,
that
the Severance Pay shall be payable in a lump sum in cash (x) within thirty-one
(31) days after the date of such termination; provided such termination occurs
within two years after the Change of Control and such Change of Control meets
the requirements for a “change of control” under
Section 409A of the Code, or (y) six months and one day after such termination
if the requirements of subsection (x) are not met.
The
Employee shall give the Corporation not less than sixty (60) days' prior
written
notice of a termination of employment with the Corporation following a Change
of
Control transaction if the Employee is terminating for Good Reason.
Notwithstanding any language to the contrary contained in any Option agreement
with the Employee, the Employee shall be entitled to exercise his vested
Option
shares for twelve (12) months following the date of termination without Cause
or
resignation for Good Reason. At the expiration of such twelve (12) month
period,
all Options shall terminate.
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For
purposes of this Section 7.7, the term "Change
of Control"
means
the occurrence of any of the following, in one or a series of related
transactions: (v) the sale or transfer of fifty percent (50)% or more of
the Outstanding Shares of the Corporation to any person or entity other than
(i)
a transfer to a wholly-owned subsidiary of the Corporation, or (ii) a transfer
by a holder or holders of the Corporation's common stock or convertible
securities as of the date hereof to Affiliates (as defined below); or
(w) the sale, lease or other transfer of all or substantially all of the
assets or earning power of the Corporation to any person or entity other
than (i) to a wholly-owned subsidiary of the Corporation, (ii) to an Affiliate
whereby the purpose or effect of such transfer is to provide for the transfer
by
a holder or holders of the Corporation’s common stock or convertible securities
as of the date hereof of such holders’ direct or indirect interests in the
assets of the Corporation to Affiliates and so long as such transfer does
not
result in a transaction described by one of the other clauses of this paragraph
of Section 7.7, or (iii) the license of all or any portion of the Corporation’s
Aversion® Technology, in one or more transactions; or (x) merger,
consolidation, reorganization, recapitalization, share exchange, business
combination or a similar transaction which results in any person or entity
(other than the persons who are shareholders or security holders of the
Corporation immediately prior to such transaction (or their Affiliates as
of the
date of such transaction)) owning fifty percent (50%) or more of the Outstanding
Shares or combined voting power of the Corporation; or (y) merger,
consolidation, reorganization, business combination or a similar transaction
in
which the Corporation is not the surviving entity; or (z) a transaction commonly
known as “going private” whereby the Corporation engages one or a series of
transactions which results in the Corporation not being required to file
periodic reports with the Securities and Exchange Commission, unless the
Employee is a participant in such transaction. "Outstanding
Shares"
shall
mean the total number of common shares and common share equivalents of the
Corporation outstanding at the time the Change of Control, including, without
limitation, shares of common stock underlying debentures, preferred stock,
options, warrants and other convertible securities. "Affiliate"
shall
mean (i) any person or entity controlling, controlled by or under the common
control of the existing holders of common stock or convertible securities
of the
Corporation and (ii) any partner, shareholder or member of the existing holders
of common stock or convertible securities of the Corporation. For the purposes
hereof, “control”
shall
mean the direct or indirect ownership of at least fifty (50%) percent of
the
outstanding shares or other voting rights of the subject entity or if it
possesses, directly or indirectly, the power to direct or cause the direction
of
management and policies of such other entity.
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In
the
event that the Employee resigns or terminates his employment following a
Change
of Control as described above, the Employee acknowledges and agrees that
upon
the request of the Corporation, he will execute and deliver a release in
customary form releasing all claims of the Employee arising out of his
employment with the Corporation except for the obligations of the Corporation
under this Agreement.
8. Protection
of Confidential Information.
In view
of the fact that the Employee's work for the Corporation will bring him into
close contact with all the confidential affairs thereof, and plans for future
developments, the Employee agrees to the following:
8.1
Secrecy.
During
the Term and for five (5) years after the date of termination of the Employee’s
employment, to preserve the confidential nature of, and not disclose, reveal,
or
make accessible to anyone other than the Corporation’s officers, directors,
employees, consultants or agents, otherwise than within the scope of his
employment duties and responsibilities hereunder, any and all documents,
information, knowledge or data of or pertaining to the Corporation, its
subsidiaries or affiliates, including, without limitation, the Aversion®
Technology, or pertaining to any other individual, firm, corporation,
partnership, joint venture, business, organization, entity or other person
with
which the Corporation or any of its subsidiaries or affiliates may do business
during the Term (including licensees, licensors, manufacturers, suppliers
and
customers of the Corporation or any of its subsidiaries or affiliates) and
which
is not in the public domain, including trade secrets, "know how", names and
lists of licensees, licensors, manufacturers, suppliers and customers,
development plans or programs, statistics, manufacturing and production methods,
processes, techniques, pricing, marketing methods and plans, specifications,
advertising plans and campaigns or any other matters, and all other confidential
information of the Corporation, its subsidiaries and affiliates (hereinafter
referred to as "Confidential
Information").
The
restrictions on the disclosure of Confidential Information imposed by this
Section 8.1 shall not apply to any Confidential Information that was part
of the
public domain at the time of its receipt by the Employee or becomes part
of the
public domain in any manner and for any reason other than an act by the
Employee, unless the Employee is legally compelled (by applicable law,
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose such Confidential Information, in
which
event the Employee shall provide the Corporation with prompt notice of such
requirement so that the Corporation may seek a protective order or other
appropriate remedy, and if such protective order or other remedy is not
obtained, the Employee shall exercise reasonable efforts in good faith to
obtain
assurance that confidential treatment will be accorded such Confidential
Information.
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8.2
Return
Memoranda, etc.
To
deliver promptly to the Corporation on termination of his employment, or
at any
other time the Corporation may so request, all memoranda, notes, records,
reports, manuals, drawings, blueprints and other documents (and all copies
thereof) relating to the Corporation's business and all property associated
therewith, which the Employee may then possess or have under his
control.
8.3
Non-competition.
Provided that this Agreement has not been breached by the Corporation, the
Employee agrees that he shall not at any time prior to one (1) year after
the
expiration or termination of his employment with the Corporation, own, manage,
operate, be a director or an employee of, or a consultant to any person,
business, corporation, partnership, trust, limited liability company or other
firm or enterprise ("Person")
which
is engaged in marketing, selling or distributing products or in developing
product candidates in the United States which contain technology meant to
achieve all or some of the same effects as the Corporation’s Aversion®
Technology and are directly competitive with: (a) the Corporation’s products or
product candidates in development or (b) its licensee’s products or product
candidates in development that contain Aversion® Technology. For avoidance of
doubt, product candidates are as evidenced by the current written product
development plan and/or business plan of the Corporation at the time of
termination of the Employee's employment and/or described in the Corporation’s
most recent filing on Form 10-K with the Securities and Exchange Commission
as
of the date of the termination of the Employee’s employment.
15
If
any of
the provisions of this section, or any part thereof, is hereinafter construed
to
be invalid or unenforceable, the same shall not affect the remainder of such
provision or provisions, which shall be given full effect, without regard
to the
invalid portions. If any of the provisions of this section, or any part thereof,
is held to be unenforceable because of the duration of such provision, the
area
covered thereby or the type of conduct restricted therein, the parties agree
that the court making such determination shall have the power to modify the
duration, geographic area and/or other terms of such provision and, as so
modified, said provision shall then be enforceable. In the event that the
courts
of any one or more jurisdictions shall hold such provisions wholly or partially
unenforceable by reason of the scope thereof or otherwise, it is the intention
of the parties hereto that such determination not bar or in any way affect
the
Corporation's right to the relief provided for herein in the courts of any
other
jurisdictions as to breaches or threatened breaches of such provisions in
such
other jurisdictions, the above provisions as they relate to each jurisdiction
being, for this purpose, severable into diverse and independent
covenants.
16
8.4
Injunctive
Relief.
The
Employee acknowledges and agrees that, because of the unique and extraordinary
nature of his services, any breach or threatened breach of the provisions
of
Sections 8.1, 8.2, or 8.3 hereof will cause irreparable injury and incalculable
harm to the Corporation, and the Corporation shall, accordingly, be entitled
to
injunctive and other equitable relief for such breach or threatened breach
and
that resort by the Corporation to such injunctive or other equitable relief
shall not be deemed to waive or to limit in any respect any right or remedy
which the Corporation may have with respect to such breach or threatened
breach.
8.5
Expenses
of Enforcement of Covenants.
In the
event that any action, suit or proceeding at law or in equity is brought
to
enforce the covenants contained in Section 8.1, 8.2 or 8.3, hereof or to
obtain
money damages for the breach thereof, the party prevailing in any such action,
suit or other proceeding shall be entitled upon demand to reimbursement from
the
other party for all expenses (including, without limitation, reasonable
attorneys' fees and disbursements) incurred in connection
therewith.
8.6
Non-Solicitation.
The
Employee covenants and agrees not to (and not to cause or direct any Person
to)
hire or solicit for employment any employee of the Corporation or any of
its
subsidiaries or affiliates. The prohibitions of this Section 8.6 shall apply
(i) for six (6) months following the termination of the Employee’s
employment by the Corporation without Cause or by the Employee for Good Reason,
prior to a Change of Control, (ii) for twelve (12) months following the
termination of the Employee’s employment for Cause, prior to a Change of
Control, or (iii) for twenty-four (24) months following a Change of
Control.
17
8.7
Assignment
of Invention.
All
discoveries, inventions, improvements and innovations, whether patentable
or not
(including all data and records pertaining thereto), which Employee may invent,
discover, originate or conceive during the Term of this Agreement and which
directly relate to the business of the Corporation or any of its subsidiaries
as
described in the Corporation’s filings with the Securities and Exchange
Commission, shall be the sole and exclusive property of the Corporation.
Employee shall promptly and fully disclose each and all such discoveries,
inventions, improvements or innovations to the Corporation. Employee shall
assign to the Corporation his entire right, title and interest in and to
all of
his discoveries, inventions, improvements and innovation described in this
Section 8.7 and any related U.S. or foreign patent and patent applications,
shall execute any instruments reasonably necessary to convey or perfect the
Corporation’s ownership thereof, and shall assist the Corporation in obtaining,
defending and enforcing its rights therein. The Corporation shall bear all
expenses it authorizes to be incurred in connection with such activity and
shall
pay the Employee reasonable compensation for time spent by the Employee in
performing such duties at the request of the Corporation after the termination
of his employment, for a period not to exceed three (3) years.
9. Indemnification.
The
Corporation will defend, indemnify and hold harmless the Employee, to the
maximum extent permitted by applicable law and the by-laws of the Corporation,
against all claims, costs, charges and expenses incurred or sustained by
him in
connection with any action, suit or other proceeding to which he may be made
a
party by reason of his being an officer, director or employee of the Corporation
or of any subsidiary or affiliate thereof. Furthermore, the Corporation hereby
represents that it will maintain during the Term, Directors and Officers
insurance coverage in the amount of at least Five Million Dollars ($5,000,000),
provided that such five million dollars is payable exclusively for claims
against the directors and officers of the Corporation and not for claims
against
the Corporation.
18
10. Warranties.
The
Employee hereby warrants that as of the date hereof the Employee is not employed
(other than by the Corporation) and is not a party to any other employment
contract, express or implied. The Employee warrants that he has no other
obligation, contractual or otherwise, which would prevent him from accepting
the
Corporation’s offer of employment under the terms of this Agreement and from
complying with its provisions. The Employee warrants that he will not utilize
during his employment hereunder any confidential information obtained through
or
in connection with his prior employment. The Employee warrants that he knows
of
no reason why he would not be able to perform his obligations under this
Agreement. The Employee warrants that he has duly executed and delivered
this
Agreement and it is valid, binding and enforceable against the Employee in
accordance with its terms.
The
Corporation warrants to the Employee that this Agreement has been duly approved
and authorized by its Board of Directors, that this Agreement has been duly
executed and delivered on behalf of the Corporation and that this Agreement
is
valid, binding and enforceable against the Corporation in accordance with
its
terms.
11. Notices.
All
notices, requests, consents and other communications required or permitted
to be
given hereunder, shall be in writing and shall be deemed to have been duly
given
if delivered personally or sent by facsimile, with confirmation of receipt,
or
mailed first-class, postage prepaid, by registered or certified mail (notices
sent by mail shall be deemed to have been given three (3) business days after
the date sent), to the parties at their respective addresses herein above
set
forth or to such other address as either party shall designate by notice
in
writing to the other in accordance herewith.
19
12. General.
12.1
Governing
Law.
This
Agreement shall be governed by and construed and enforced in accordance with
the
local laws of the State of New York applicable to agreements made and to
be
performed entirely in New York.
12.2
Captions.
The
section headings contained herein are for reference purposes only and shall
not
in any way affect the meaning or interpretation of this Agreement.
12.3
Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter hereof, and supersedes all prior agreements,
arrangements and understandings, written or oral, relating to the subject
matter
hereof. No representation, promise or inducement has been made by either
party
that is not embodied in this Agreement, and neither party shall be bound
by or
liable for any alleged representation, promise or inducement not so set
forth.
12.4
Assignability.
This
Agreement, and the Employee's rights and obligations hereunder, may not be
assigned by the Employee. The Corporation may assign its rights, together
with
its obligations, hereunder in connection with any sale, transfer or other
disposition of all or substantially all of its business or assets; in any
event
the rights and obligations of the Corporation hereunder shall be binding
on its
successors or assigns, whether by merger, consolidation or acquisition of
all or
substantially all of its business or assets.
12.5
Amendment.
This
Agreement may be amended, modified, superseded, canceled, renewed or extended
and the terms or covenants hereof may be waived, only by a written instrument
executed by both of the parties hereto, or in the case of a waiver, by the
party
waiving compliance. No superseding instrument, amendment, modification,
cancellation, renewal or extension hereof shall require the consent or approval
of any person other than the parties hereto. The failure of either party
at any
time or times to require performance of any provision hereof shall in no
manner
affect the right at a later time to enforce the same. No waiver by either
party
of the breach of any term or covenant contained in this Agreement, whether
by
conduct or otherwise, in any one or more instances, shall be deemed to be,
or
construed as, a further or continuing waiver of any such breach, or a waiver
of
the breach of any other term or covenant contained in this
Agreement.
20
12.6
Counterparts.
This
Agreement may be executed in one or more facsimile or original counterparts,
each of which shall be deemed an original, but all of which taken together
will
constitute one and the same instrument.
12.7
Severability.
The
provisions of this Agreement shall be deemed severable, and if any part of
any
provision is held illegal, void or invalid under applicable law, such provision
may be changed to the extent reasonably necessary to make the provision,
as so
changed, legal, valid and binding. If any provision of this Agreement is
held
illegal, void or invalid in its entirety, the remaining provisions of this
Agreement shall not in any way be affected or impaired but shall remain binding
in accordance with their terms.
[SIGNATURE
PAGE TO FOLLOW]
21
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first above
written.
|
ATTEST:
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_________________________
|
By: /s/
Xxxxx Xxxxxxx
|
|
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|
|
|
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WITNESS:
|
EMPLOYEE
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|
___________________________
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By: /s/
Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
|
22
EXHIBIT
A
STOCK
OPTION AGREEMENT
ACURA
PHARMACEUTICALS, INC., a New York corporation (the "Company"),
hereby grants Xxxxxx
X. Xxxxx
(the
"Optionee"),
an
option (the “Option”)
to
purchase Thirty Thousand (30,000) shares (the "Shares")
of the
Company's common stock,$.01 par value per share ("Common
Stock"),
at
the price set forth in Paragraph 2 hereof, and in all respects subject to
the
terms, definitions and provisions of the Company’s 1998 Stock Option Plan, as
amended (the "Plan"),
a
copy of which is attached hereto as Exhibit
A
and
incorporated herein by reference. Terms not defined shall have the meanings
set
forth in the Plan. In the event of any conflict, between the terms of this
Agreement and the Plan, the terms of the Plan shall control.
1.
NATURE
OF OPTION.
This
Option is intended to qualify as an Incentive Stock Option as defined in
Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
To
the extent the limits of Code Section 422(d) are exceeded, this Option shall
be
deemed a non-Incentive Stock Option.
2.
EXERCISE
PRICE.
The
exercise price of the Shares shall be ____ Dollars and _____ Cents ($___)
per
share of Common Stock subject to this Option, which is equal to the last
sale
price of the Common Stock on the trading day immediately preceding the
Commencement Date (as defined in the Executive Employment Agreement between
the
Optionee and the Company dated March 18, 2008), as reported by the NASDAQ
Capital Market.
3.
EXERCISE
OF OPTION.
This
Option vested and shall be exercisable during its term as follows:
(a) Vesting
Period.
This
Option shall only vest and be exercisable to the extent of One Thousand Five
Hundred (1,500) Shares on the last day of each calendar month commencing
May 31,
2008.
(b)
Method
of Exercise.
This
Option shall be exercisable by written notice which shall state the election
to
exercise this Option, the number of Shares in respect of which the Option
is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares of Common Stock as
may be
required by the Company pursuant to the provisions of the Plan. Such written
notice shall be signed by the Optionee and shall be delivered in person or
by
certified mail to the President/Treasurer of the Company. The written notice
shall be accompanied by payment of the Exercise Price pursuant to the provisions
of Section 2 and Section 3(c). This Option may not be exercised for a fraction
of a share.
No
Shares
will be issued pursuant to the exercise of an Option unless such issuance
and
such exercise shall comply with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares may then be
listed.
(c)
Method
of Payment.
Payment
of the Exercise Price shall be by
| (i) |
cash;
|
| (ii) |
check;
|
| (iii) |
promissory
note, provided (A) such method of payment shall have been approved
by the
Board of Directors of the Company as an accepted method of payment,
and
(B) such promissory note shall be full recourse as to principal and
interest and shall bear interest at the market rate, which market
rate
shall be equal to the rate of interest available to the Optionee
in a
third party arms-length loan transaction of similar nature and amount;
|
| (iv) |
shares
of the Company's Common Stock, provided (A) such method of payment
shall
have been approved by the Board of Directors of the Company as an
accepted
method of payment, and (B) such shares of Common Stock have held
by the
Optionee for at least six (6) months prior to being surrendered,
as
consideration for the Shares to be issued upon exercise of an Option
and
having a Fair Market Value on the date of surrender equal to the
aggregate
exercise price of the Shares as to which the Option shall be exercised;
or
|
| (v) |
any
combination of such payment methods.
|
4.
RESTRICTIONS
ON EXERCISE.
This
Option may not be exercised if the issuance of such Shares upon such exercise
or
the method of payment of consideration for such Shares would constitute a
violation of any applicable federal or state securities or other law or
regulation, including any rule under Part 207 of Title 12 of the Code of
Federal
Regulations ("Regulation
G")
as
promulgated by the Federal Reserve Board. As a condition to the exercise
of this
Option, the Company may require the Optionee to make any representation and
warranty to the Company as may be required by any applicable law or
regulation.
5.
TERMINATION
OF STATUS AS AN EMPLOYEE.
Except
as otherwise provided in Sections 6 and 7 below, if the Optionee ceases to
serve
as an Employee, he may, but only within the applicable time periods provided
in
his Employment Agreement with the Company dated March 18, 2008, exercise
this
Option to the extent that he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise this Option
at
the date of such termination, or if he does not exercise this Option within
the
time specified herein, this Option shall terminate.
6.
DISABILITY
OF OPTIONEE.
Notwithstanding the provisions of Section 5 above, if the Optionee is unable
to
continue his employment with the Company as a result of his total and permanent
disability (within the meaning of Section 22(e)(3) of the Code), he may,
but
only within twelve (12) months from the date of termination of employment
due to
such disability, exercise this Option to the extent he was entitled to exercise
it at the date of such termination. If he does not exercise this Option (which
he was entitled to exercise) within the time specified herein, this Option
shall
terminate.
7.
DEATH
OF OPTIONEE.
In the
event of the death of the Optionee:
(a)
during the term of this Option and while an Employee of the Company and having
been in Continuous Status as an Employee since the Grant Date of this Option,
this Option may be exercised, at any time within twelve (12) months following
the date of death, by the Optionee's estate or by a person who acquired the
right to exercise this Option by bequest or inheritance, but only to the
extent
of the right to exercise that would have accrued had the Optionee continued
living until one (1) month after the date of death; or
(b)
within thirty (30) days after the termination of the Optionee's Continuous
Status as an Employee, this Option may be exercised, at any time within three
(3) months following the date of death, by the Optionee's estate or by a
person
who acquired the right to exercise this Option by bequest or inheritance,
but
only to the extent of the right to exercise that had accrued at the date
of
termination.
8.
RESTRICTIONS
ON TRANSFER.
This
Option may not be sold, pledged, assigned, hypothecated, or otherwise
transferred in any manner otherwise than by will or by the laws of descent
or
distribution and may be exercised during the lifetime of the Optionee only
by
the Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
9.
TERM
OF OPTION.
This
Option may not be exercised more than ten (10) years from the Grant Date
of this
Option, and may be exercised during such term only in accordance with the
Plan
and the terms of this Option.
10.
EARLY
DISPOSITION OF SHARES.
The
Optionee understands that in order to obtain the most advantageous tax treatment
for stock acquired pursuant to this Option, the Optionee is required to hold
the
Shares for a certain period of time. The Optionee understands that if he
disposes of any Shares received under this Option within two (2) years after
the
date of this Agreement or within one (1) year after such Shares were transferred
to him, he will be treated for federal income tax purposes as having received
ordinary income at the time of such disposition in an amount equal to the
positive difference between the exercise price for the Shares and the lower
of
the Fair Market Value of the Shares at the date of exercise of this Option
and
the sales price of the Shares. The Optionee agrees to notify the Company
in
writing within thirty (30) days after the date of any such disposition and
to
advise the Company of the amount of gain on the sale and shall deliver to
the
Company any federal income tax withholding amounts required in connection
therewith. The Optionee understands that if he disposes of such Shares at
any
time after the expiration of such two-year and one-year periods, any gain
on
such sale will be taxed at applicable capital gain rates.
11.
NO
RIGHTS AS SHAREHOLDER.
The
Optionee shall have no rights as a shareholder with respect to any Shares
covered by this Option until the date of the issuance of a stock certificate
to
him for such Shares.
12.
ANTI-DILUTION
PROVISIONS.
If
prior to expiration of this Option there shall occur any change in the
outstanding Common Stock of the Company by reason of any stock dividend,
stock
split, combination or exchange of shares, merger, consolidation,
recapitalization, reorganization, liquidation, subscription rights offering,
or
the like, and as often as the same shall occur, then the kind and number
of
shares subject to the Option, or the purchase price per share of Common Stock,
or both, shall be adjusted by the Board of Directors in such manner as it
may
deem equitable, the determination of which shall be binding and conclusive.
Failure of the Board of Directors to provide for any such adjustment shall
be
conclusive evidence that no adjustment is required. The Company shall have
the
right to engage a firm of independent auditors, to make any computation provided
for in this Section, and a certificate of that firm showing the required
adjustment shall be conclusive and binding
13.
NO
OBLIGATION TO EXERCISE OPTION.
The
granting of this Option shall impose no obligation upon the Optionee to exercise
such Option.
14.
ACCEPTANCE
OF PROVISIONS.
The
execution of this Option Agreement by Optionee shall constitute Optionee’s
acceptance of and agreement to all of the terms and conditions of the Plan
and
this Option Agreement.
15.
NOTICES.
(a) All
notices and other communications required or permitted under the Plan and
this
Agreement shall be in writing and shall be given either by (i) personal delivery
or regular mail, in each case against receipt, or (ii) first class registered
or
certified mail, return receipt requested. All such notices or communications
to
the Company shall be addressed to the attention of its President, at its
then
principal office, and to Optionee at his last address appearing on the records
of the Company or, in each case, to such other person or address as may be
designated by like notice hereunder.
(b)
Any notice of exercise, in whole or in part, of an Option granted hereby
must be
received by the Company at its principal office at 000 X. Xxxxx Xxxxx, Xxxxx
000
Xxxxxxxx,
XX 00000 by 5:00 p.m. on the day on which an Option or portion thereof
expires.
16.
GOVERNING
LAW.
This
Option shall be governed by and construed in accordance with the laws of
the
State of New York, except to the extent pre-empted by federal law.
17.
MISCELLANEOUS.
Merger.
This
Agreement and the Plan contain a complete statement of all the arrangements
between the parties with respect to their subject matter, and this Agreement
cannot be changed except by a writing executed by both parties.
(b) Variations
In Pronouns.
All
pronouns and any variations thereof used herein refer to the masculine, feminine
or neuter, singular or plural, as the identity of the person or persons may
require.
(c) Headings.
The
headings in this Agreement are for reference purposes only and shall not
in any
way affect the meaning or interpretation of this Agreement.
| DATE OF GRANT: April 7, 2008 | ACURA PHAMACEUTICALS, INC. | |
| |
|
|
| By: | ||
|
Name: Xxxxx X. Xxxxxxx |
||
|
Title:
Senior Vice President and
Chief Financial Officer
|
||
Acknowledgment
and Acceptance of Optionee
The
Optionee acknowledges receipt of a copy of the Plan, a copy of which is annexed
hereto as Exhibit
A,
and
represents that he is familiar with the terms and provisions thereof, and
hereby
accepts this Option subject to all of the terms and provisions thereof. The
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board upon any questions or disputes arising under
the
Plan.
Name:
Xxxxxx X. Xxxxx
Dated:
EXHIBIT
A
1998
Stock Option Plan
EXHIBIT
B
RESTRICTED
STOCK UNIT AWARD AGREEMENT
|
Participant
Name:
|
Xxxxxx
X. Xxxxx
|
|
Number
of RSUs Granted:
|
Fifty
Thousand (50,000)
|
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Award
Date:
|
April
7, 2008
|
|
Vesting
Schedule:
|
Two
Thousand Five Hundred (2,500) RSUs on the last day of each calendar
month
commencing May 31, 2008.
|
THIS
AGREEMENT
(the
“RSU Agreement” or “Agreement”) is between ACURA
PHARMACEUTICALS, INC.,
a New
York corporation (the “Company”) and the employee named above (the
“Participant”), and is made in accordance with the ACURA PHARMACEUTICALS, INC.
2005 Restricted Stock Unit Award Plan (the “Plan”).
W
I T N E S S E T H
WHEREAS,
pursuant to the Plan, the Company has granted to the Participant for services
to
be rendered to the Company, effective as of the Award Date, a restricted
stock
unit award (the “RSU Award” or “Award”), upon the terms and conditions set forth
herein and in the Plan.
NOW,
THEREFORE,
in
consideration of services rendered and to be rendered by the Participant
and the
mutual promises made herein and the mutual benefits to be derived therefrom,
the
parties agree as follows:
1.
Defined
Terms.
Capitalized terms used herein and not otherwise defined herein shall have
the
meaning assigned to such terms in the Plan.
2.
Grant.
Subject
to the terms of this Agreement and the Plan, the Company hereby grants to
the
Participant a RSU Award for the aggregate number of Restricted Stock Units
(the
“RSUs”) set forth above.
3.
Vesting.
The
Award shall vest and become nonforfeitable with respect to the applicable
portion of the total number of RSUs comprising the Award (subject to adjustment
under Section 10 of the Plan), as described in the Vesting Schedule above,
subject to earlier acceleration or termination as provided herein and in
Sections 5 and 7 of the Plan. In addition to acceleration of vesting of the
Award upon the occurrence of any events providing for acceleration of vesting
under Section 5(c) of the Plan, the Award shall fully and immediately vest
and
become nonforfeitable if the Participant terminates his employment with the
Company for “Good Reason” as such term is defined in the Participant’s
Employment Agreement with the Company dated March 18, 2008. Except as provided
in this Section and in Section 5(c) of the Plan, the Participant’s RSUs shall be
forfeited to the extent such RSUs have not become vested upon the date the
Participant’s services as an employee terminates. Except as otherwise provided
in this Section 3 and in Section 5(c) of the Plan, the Vesting Schedule above
requires the Participant’s full time continued service through each applicable
vesting date as a condition to the vesting of the applicable installment
and
rights and benefits under this Agreement.
4.
Distribution
with Respect to Stock Units.
RSUs
credited to a Participant’s Stock Unit Account that have become vested Stock
Units will be distributed in shares of Common Stock pursuant to the terms
of the
Plan.
5.
Plan.
The
Award and all rights of the Participant with respect thereto are subject
to, and
the Participant agrees to be bound by, all of the terms and conditions of
the
provisions of the Plan, incorporated herein by reference. Unless otherwise
expressly provided in this Agreement, provisions of the Plan that confer
discretionary authority on the Board or the Committee do not (and shall not
be
deemed to) create any additional rights in the Participant not expressly
set
forth in the Agreement or in a written amendment thereto. If there is any
conflict or inconsistency between the terms and conditions of this Agreement
and
of the Plan, the terms and conditions of the Plan shall govern. The Participant
acknowledges receipt of a complete copy of the Plan and agrees to be bound
by
its terms.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the Award Date first above written.
By the Participant’s execution of this Agreement, the Participant agrees to the
terms and conditions of this Agreement and of the Plan.
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(a
New York corporation)
|
|
PARTICIPANT
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||
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By:
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Xxxxx
X. Xxxxxxx
|
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(Signature)
|
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Its:
|
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Senior
Vice President and Chief Financial Officer
|
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Xxxxxx
X. Xxxxx
(Print
Name)
|
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00
Xxxxxxx Xxxxxxx
|
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(Address)
|
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Summit,
New Jersey 07901
|
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(City,
State, Zip Code)
|
