Exhibit 10.2
Millennium Pharmaceuticals, Inc. has entered into an agreement on substantially
the terms set forth in the attached agreement with each of the below-named
executive officers of Millennium, on the dates indicated.
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NAME OF EXECUTIVE OFFICER DATE OF EXECUTION
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Xxxxxx X. Xxxxx June 19, 2007
Xxxxxx X. Xxxxxxx August 6, 2004
Xxxx Xxxxxxxxxx May 25, 2006
Xxxxx Xxxxxxxx June 22, 2007
Xxxxx Xxxxx June 19,2007
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DATE
NAME
ADDRESS
Dear :
This letter documents the agreement between you and Millennium Pharmaceuticals,
Inc. ("Millennium" or the "Company"), made in consideration of continued
employment by you and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, concerning the terms of a
severance payment payable to you under certain conditions as described below.
1. In the event that your employment is terminated by Millennium other
than for Justifiable Cause (as defined below), Millennium will pay you
a severance payment (the "Severance Payment") equal to twelve (12)
months' base salary, at your then current rate of pay. The Severance
Payment will be payable periodically in accordance with Millennium's
payroll procedures as then in effect, commencing with the first payroll
period following termination of employment. In the event your
employment is terminated by Millennium for Justifiable Cause or
voluntarily by you, you will not be entitled to any Severance Payment.
2. "Justifiable Cause" shall mean the occurrence of any of the following
events: (i) your conviction of, or plea of nolo contendere with
respect to a felony or a crime involving moral turpitude, (ii) your
commission of an act of personal dishonesty or breach of fiduciary duty
involving personal profit in connection with the Company, (iii) your
commission of an act, or failure to act, which the Board of Directors
of the Company shall reasonably have found to have involved willful
misconduct or gross negligence on your part, in the conduct of your
duties as an employee of the Company, (iv) habitual absenteeism,
alcoholism or drug dependence on your part which interferes with the
performance of your duties as an employee of the Company, (v) your
willful and material failure or refusal to perform your services as an
employee of the Company, (vi) any material breach by you to fulfill the
terms and conditions under which you are employed by the Company, or
(viii) your willful and material failure or refusal to carry out a
direct request of the Board of Directors or Chief Executive Officer.
In the event that Millennium terminates your employment for Justifiable
Cause, Millennium will provide you with a statement of the basis for
such termination and an opportunity to respond thereto.
3. The payment to you of the amounts payable under Paragraph 1 shall be
conditioned upon the execution by you of a release in the form provided
by the Company and shall constitute your sole remedy in the event of
your termination of employment in the circumstances set forth in
Paragraph 1.
4. This agreement may be amended or modified only by a written instrument
executed by you and Millennium. This agreement will be interpreted and
enforced in accordance with the laws of the Commonwealth of
Massachusetts.
5. Any notice delivered under this agreement shall be deemed duly
delivered when personally delivered, or four business days after it is
sent by registered or certified mail, return receipt requested, postage
prepaid, or one business day after it is sent for next-business day
delivery via a reputable nationwide overnight courier service to the
Company at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attn: Vice
President of Human Resources, or to you at your address as listed
above. Either party may change the address to which notices are to be
delivered by giving notice of such change to the other party in the
manner set forth in this paragraph.
6. This agreement constitutes the entire agreement between the parties
with respect to the subject matters hereof, and supersedes all prior
agreements and understandings, whether written or oral, with respect to
such subject matters.
7. This agreement shall be binding upon and inure to the benefit of both
parties and their respective successors and assigns, including any
corporation with which, or into which, the Company may be merged, or
which may succeed to the Company's assets or business, provided,
however, that your obligations to the Company are personal and shall
not be assigned.
Please acknowledge your agreement by countersigning this letter below.
Sincerely,
MILLENNIUM PHARMACEUTICALS, INC.
By: SIGNATURE
NAME
TITLE
AGREED TO:
SIGNATURE
NAME
Dated: DATE
