Exhibit 10.44
CURIS, INC.
Severance Agreement
THIS SEVERANCE AGREEMENT by and between Curis, Inc., a Delaware corporation
(the "Company"), and Xxxxxx X.X. Xxxxxxxxx (the "Executive") is made as of
November 5, 2001 (the "Effective Date").
WHEREAS, the Board of Directors of the Company (the "Board") has determined
that appropriate steps should be taken to reinforce and encourage the continued
employment and dedication of certain of the Company's key personnel; and
WHEREAS, the Company wishes to provide the Executive with severance pay in
the event of the Executive's separation from the Company under the circumstances
provided for herein;
NOW, THEREFORE, in consideration of the Executive's continued employment by
the Company and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Term of Agreement. This Agreement, and all rights and obligations of the
parties hereunder, shall take effect upon the Effective Date and shall expire at
midnight on December 31, 2003 (the "Expiration Date").
2. Not an Employment Contract. The Executive acknowledges that this
Agreement does not constitute a contract of employment or impose on the Company
any obligation to retain the Executive as an executive or employee of the
Company and that this Agreement does not prevent the Executive from terminating
his employment with the Company at any time.
3. Termination For Cause or Voluntary Termination Without Good Reason Prior
to the Expiration Date. In the event that prior to the Expiration Date (a) the
employment of the Executive is terminated by the Company for Cause (as defined
in Section 3.1) or (b) the Executive voluntarily terminates his employment with
the Company without Good Reason (as defined in Section 3.2), the Company shall
pay to the Executive the compensation and benefits otherwise payable to him
through the last day of his actual employment by the Company.
3.1 For the purposes of Sections 3 and 4, the term "Cause" shall mean
(a) a good faith finding by the Company that the Executive has engaged in
dishonesty, gross negligence or misconduct, (b) the conviction of the
Executive of, or the entry of a pleading of guilty or nolo contendere by
the Executive to, any crime involving moral turpitude or any felony or (c)
any breach or threatened breach by the Executive of any confidentiality,
non competition, non solicitation or inventions agreement with the Company.
3.2 For the purposes of Sections 3 and 4, the Executive will be deemed
to have "Good Reason" to voluntarily terminate his employment with the
Company if any of the following occur without the consent of the Executive:
(a) the termination within a six month period of more than 50% of the
employees who are employed by the Company at its facility located at 00
Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, which terminations are part of a
reduction in force such that the cell therapy program currently
contemplated at that facility is no longer being pursued as contemplated by
the Company's current business plan; (b) a material adverse
change in the Executive's authority, duties or compensation without the
prior consent of the Executive, which material adverse change shall be
deemed to include, without limitation, the situation where (i) a joint
venture is formed to effectuate a Cell Therapy Collaboration (as defined
below) and (ii) the Executive is not the most senior executive of such
joint venture; (c) a material adverse change in the Executive's benefits,
except where such change is related to a bonus or benefit program that the
Company makes available to all of its employees; and (d) the relocation of
the Executive's place of work more than 20 miles from the Company's current
executive offices. For further clarification, a material adverse change in
this section 3.2 (b) includes the situation where the Executive is not the
most senior executive of a joint venture created from a Cell Therapy
Collaboration (as defined below).
3.3 Termination Without Cause or Voluntary Termination With Good
Reason Prior to the Expiration Date. In the event that the employment of
the Executive is terminated by the Company without Cause or the Executive
voluntarily terminates his employment with the Company with Good Reason
prior to the Expiration Date, the Company shall (i) continue to pay to the
Executive as severance benefits his base salary as in effect on the date of
termination (payable in biweekly installments in accordance with the
Company's regular payroll practices), (ii) continue to provide to the
Executive any other benefits owed to him by virtue of his employment with
the Company (to the extent such benefits can be provided to non-employees,
or to the extent such benefits cannot be provided to non-employees, then
the cash equivalent thereof) until the date six months after the date of
termination and (iii) cause the immediate vesting of up to 25,000 shares of
the Company's common stock covered by that certain non-qualified stock
option granted by the Company to the Executive on April 3, 2001 (the "April
Option").
4. Termination After the Expiration Date. This Agreement shall be of no
force or effect with respect to any termination of the Executive's employment
with the Company which should occur after the Expiration Date.
5. Cell Therapy Collaboration Agreement Bonus. Up to 50,000 shares of the
Company's common stock covered by the April Option shall vest upon the execution
and effectiveness of a Cell Therapy Collaboration Agreement (as defined below).
For the purposes of this Section 5, a "Cell Therapy Collaboration Agreement"
shall mean any agreement, joint venture, license or other similar agreement,
entered into between the Company and any one of Cambrex Corporation, Schering AG
or Xxxxxx International, Inc. prior to April 1, 2002, which provides for the
joint exploitation of the Company's cell therapy technologies.
6. Notices. Any notices delivered under this Agreement shall be deemed duly
delivered 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, in each case to the address of the recipient set forth on the signature
page hereto. Either party may change the address to which notices are to be
delivered by giving written notice of such change to the other party.
7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the termination, resignation or other
discontinuation of employment with the Company.
8. Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Executive.
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9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts (without reference
to the conflicts of laws provisions thereof). Any action, suit or other legal
proceeding arising under or relating to any provision of this Agreement shall be
commenced only in a court of the Commonwealth of Massachusetts (or, if
appropriate, a federal court located within Massachusetts), and the Company and
the Executive each consents to the jurisdiction of such a court.
10. Counterparts. This Agreement may be executed in two signature
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute but one and the same instrument.
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
CURIS, INC.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President, Finance and Secretary
Address: 00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
EXECUTIVE
/s/ Xxxxxx X. X. Xxxxxxxxx
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Xxxxxx X.X. Xxxxxxxxx
Address: 00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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