EXHIBIT 10.34
-------------
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment
Agreement (the "Agreement") is
entered into effective as of October
1, 1997 (the "Effective Date"),
between Synaptic Pharmaceutical
Corporation (the "Company"), a
Delaware corporation, and Xx.
Xxxxxxxx X. Xxxxxxxx (the
"Executive").
ARTICLE I
EMPLOYMENT OF EXECUTIVE
1.1. Employment. Subject to the terms and conditions of this
Agreement, the Company agrees to employ Executive in a full time capacity to
serve as the President and Chief Executive Officer of the Company and to perform
such specific duties as may reasonably be assigned to Executive from time to
time by the Board of Directors of the Company for the period commencing on the
Effective Date, and terminating four years from such date, unless earlier
terminated as herein provided. Executive hereby accepts such employment for the
term hereof.
1.2. No Conflicting Commitments. During the period of
Executive's full time employment with the Company, Executive will not undertake
any commitments which might impair Executive's performance of her duties as a
full time employee of the Company.
ARTICLE II
COMPENSATION
For all services to be rendered by Executive to the Company
pursuant to this Agreement, the Company shall pay to Executive the compensation
and provide for Executive the benefits set forth below:
2.1. Base Salary. Until January 1, 1998, the Company shall pay
to Executive a base salary of $250,000 per annum, prorated and payable in
substantially equal bi-monthly installments. Executive's base salary may be
increased from time to time thereafter by the Board of Directors of the Company,
in its discretion.
-1-
2.2. Bonuses. Executive shall be eligible for a cash bonus in
an amount of $100,000 for the calendar year ending December 31, 1997, subject to
the assessment by the Compensation Committee of the Board of Directors of the
achievement of the previously agreed to criteria. Such cash bonus, if earned,
will be payable to Executive within forty-five (45) days after the end of such
calendar year. Additional bonuses may be approved by the Board of Directors of
the Company, in its discretion.
2.3. Fringe Benefits. In addition to Executive's base salary
and bonuses, the Company shall provide Executive and Executive's dependents
medical insurance and such other benefits as are generally made available by the
Company to its other full time executive employees.
2.4. Participation in Future Equity Incentive Plans. Executive
shall be entitled to participate, to the extent and in the manner determined by
the Board of Directors of the Company or the Compensation Committee thereof, as
appropriate, in its absolute discretion, in any stock option, stock purchase or
the equity incentive plans established by the Company.
2.5. Reimbursement of Expenses. The Company shall reimburse
Executive for reasonable business expenses incurred in the performance of her
duties hereunder.
ARTICLE III
EARLY TERMINATION
3.1. Early Termination. Executive's employment hereunder shall
terminate prior to the expiration of the term of this Agreement upon the
occurrence of any of the following events:
3.1.1. Executive's death or legal incapacity; or
3.1.2. The termination of Executive's employment hereunder by
the Board of Directors of the Company, at its option, to be
exercised by written notice to Executive, upon Executive's
other incapacity or inability to further perform services as
contemplated herein for a period aggregating 90 days or more
within any six-month period because Executive's physical or
mental health shall have become impaired so as to make it
impossible or impractical to perform the duties and
responsibilities contemplated hereunder; or
3.1.3. The termination of Executive's employment with Cause
(as defined below) by the Board of Directors of the Company,
at its option, to be exercised by written notice to Executive.
As used in this Article III, termination by the Company of
Executive's employment for "Cause" shall mean termination upon
(i) the willful and continued failure by Executive to
substantially perform Executive's duties with the Company
(other than any such failure resulting from Executive's
incapacity due to physical or mental illness) after a written
demand for substantial performance is
-2-
delivered to Executive by the Board of Directors of the
Company, which specifically and in reasonable detail
identifies the manner in which the Board of Directors believes
that Executive has not substantially performed Executive's
duties, (ii) the willful engaging by Executive in misconduct
which is materially injurious to the Company, monetarily or
otherwise or (iii) Executive's conviction of a felony; or
3.1.4. The termination of Executive's employment hereunder by
the Board of Directors of the Company, at its option, without
Cause, to be exercised by delivery of 90 days prior written
notice from the Company to Executive; or
3.1.5. The termination of Executive's employment hereunder by
Executive other than for Good Reason (as defined below), to be
exercised by delivery of 90 days prior written notice from
Executive to the Company; or
3.1.6. The termination of Executive's employment hereunder by
Executive for Good Reason, to be exercised by delivery of 90
days prior written notice from Executive to the Company. As
used in this Article III, termination by Executive of
Executive's employment for "Good Reason" shall mean (a)
termination by Executive within 180 days following and based
on any of the following events if any such event occurs
without Executive's prior written consent:
(i) the assignment to Executive of any
duties inconsistent with Executive's position,
duties, responsibilities and status within the
Company or any change in Executive's reporting
responsibilities, titles or offices which constitutes
a demotion;
(ii) any reduction by the Company in
Executive's base salary or any termination of
Executive's participation in any bonus plan as in
effect on the Effective Date or as the same may be
increased or in effect from time to time;
(iii) the Company's requiring Executive to
be based anywhere other than within 30 miles of
Executive's present office location, except for
required travel on the Company's business to an
extent substantially consistent with Executive's
present business travel obligations; and
(iv) any material breach of the provisions
of this Agreement by the Company (including those
outlined above), which is not cured within 30 days
after written notice from Executive to the Company
identifying such breach and stating that it
constitutes "Good Reason" under this Article III or
which is not commenced to be cured by reasonable
measures within such period if a full cure is not
possible within 30 days; or
-3-
(b) termination by Executive with the express prior written
consent of the Board of Directors of the Company.
3.2. Adjustments Upon Early Termination. Subject to Section
3.3, notwithstanding any other provision in this Agreement or in any stock
option agreement or restricted stock purchase agreement between Executive and
the Company to the contrary:
3.2.1. If Executive's employment with the Company terminates
pursuant to Section 3.1.1 or 3.1.2., (a) all payments and
benefits provided to Executive under this Agreement shall
cease as of the date of termination of employment and (b) all
stock options and restricted stock in the Company held by
Executive on that date shall become immediately exercisable or
vest, as the case may be, on that date, and all stock options
shall continue to be exercisable for 120 days from such date
or for such longer period as their terms may provide.
3.2.2. If Executive's employment with the Company terminates
pursuant to Section 3.1.3, (a) all payments and benefits
provided to Executive under this Agreement shall immediately
cease to accrue as of the date of termination of employment
and (b) all further vesting of all stock options and
restricted stock in the Company held by Executive on that date
shall immediately cease as of the date of termination of
employment and thereafter such stock options shall be
exercisable and such restricted stock shall be subject to
repurchase by the Company in accordance with their respective
terms.
3.2.3. If Executive's employment with the Company terminates
pursuant to Section 3.1.4 or 3.1.6, (a) all payments and
benefits provided to Executive under this Agreement shall
continue for 12 months after the date of termination of
employment and (b) all stock options and restricted stock in
the Company held by Executive on the date of termination of
employment shall become immediately exercisable or vest, as
the case may be, on that date, and all stock options shall
continue to be exercisable for 120 days from such date or for
such longer period as their terms may provide.
3.2.4. If Executive's employment with the Company terminates
pursuant to Section 3.1.5., (a) all payments and benefits
provided to Executive under this Agreement shall continue for
9 months after the date of termination of employment and (b)
all further vesting on all stock options and restricted stock
in the Company held by Executive on that date shall
immediately cease as of the date of termination of employment
and thereafter such stock options shall be exercisable and
such restricted stock shall be subject to repurchase by the
Company in accordance with their respective terms.
This Section 3.2 is intended to override inconsistent
provisions of any other option or stock purchase agreement entered into prior to
the date of actual execution of this Agreement.
-4-
3.3. Special Rules Regarding Continuation of Benefits.
Notwithstanding anything contained in Section 3.2 to the contrary, the Company
shall not be required upon Executive's termination of employment to continue any
benefits under any plan, program or arrangement of the Company unless
Executive's continued participation therein is possible under the general terms
and provisions of such plan, program or arrangement. In the event that
Executive's participation in any such plan, program or arrangement is barred or
in the event any medical condition covered by any plan, program or arrangement
of the Company is not covered by a plan, program or arrangement of a new
employer, the Company shall arrange to provide Executive with benefits
substantially similar to those which Executive would have been entitled to
receive under such plan, program or arrangement pursuant to the provisions of
Section 3.2, upon Executive's request and at Executive's expense.
3.4. No Duty to Mitigate. Executive shall be required to
mitigate the amount of any payment provided for in Section 3.2.4 by seeking
other employment, and any payment or benefit provided for in Section 3.2.4 shall
be reduced by compensation earned by Executive as the result of employment by
another employer after the date of termination. Executive shall not be required
to mitigate the amount of any payment provided for in Section 3.2.3 by seeking
other employment or otherwise, and no payment or benefit provided for in Section
3.2.3 shall be reduced by compensation earned by Executive as the result of
employment by another employer after the date of termination; provided, however,
that in the event Executive commences employment with a new employer at any time
during which she is entitled to receive payments and/or benefits pursuant to
Section 3.2.3, then (a) the aggregate amount of any remaining payments which
Executive would otherwise be entitled to receive pursuant to any such provision
shall be paid to Executive in a single lump sum within two weeks following the
Company's receipt of notice from Executive of her commencement of such
employment and (b) all benefits which Executive would otherwise be entitled to
receive pursuant to any such provision shall cease as of the date of her
commencement of such employment or, in the case of life insurance, medical,
health and accident insurance, and disability plans, programs or arrangements,
as soon thereafter as Executive becomes eligible to participate in such plans,
programs or arrangements of her new employer.
ARTICLE IV
CHANGE OF CONTROL OF THE COMPANY
4.1. Change in Control Defined. For purposes of this
Agreement, a "change in control of the Company" shall mean a change in control
of the Company of a nature that would be required to be reported in response to
Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act") if the Company were at that time subject to such
reporting requirements of the Exchange Act; provided that, without limitation,
such a change in control shall be deemed to have occurred if (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 35% or
more of the combined voting power of the Company's then outstanding securities;
or (ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of
-5-
Directors of the Company cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors of the Company then still in office who were directors at the
beginning of the period.
4.2. Termination of Employment Following Change in Control. If
any of the events defined in Section 4.1. to constitute a change in control of
the Company shall have occurred, Executive shall be entitled to the benefits
provided in Section 4.3. hereof upon the subsequent termination of Executive's
employment unless such termination is (a) because of Executive's death or
Retirement, (b) by the Company for Cause or (c) by Executive other than for Good
Reason.
4.2.1. Retirement. Termination by the Company of Executive's
employment based on "Retirement" shall mean termination in
accordance with the Company's retirement policy, including
early retirement, generally applicable to its salaried
employees.
4.2.2. Cause. As used in this Article IV, termination by the
Company of Executive's employment for "Cause" shall mean
termination upon (i) the willful and continued failure by
Executive to substantially perform Executive's duties with the
Company (other than any such failure resulting from
Executive's incapacity due to physical or mental illness)
after a written demand for substantial performance is
delivered to Executive by the Board of Directors of the
Company, which specifically and in reasonable detail
identifies the manner in which the Board of Directors believes
that Executive has not substantially performed Executive's
duties, (ii) the willful engaging by Executive in misconduct
which is materially injurious to the Company, monetarily or
otherwise or (iii) Executive's conviction of a felony.
4.2.3. Good Reason. As used in this Article IV, termination by
Executive of Executive's employment for "Good Reason" shall
mean termination based on:
(i) subsequent to a change in control of the Company,
and without Executive's express written consent, the
assignment to Executive of any duties inconsistent
with Executive's position, duties, responsibilities
and status within the Company immediately prior to a
change in control, or a change in Executive's
reporting responsibilities, titles or offices as in
effect immediately prior to a change in control, or
any removal of Executive from or any failure to
re-elect Executive to any of such positions or to the
Board of Directors of the Company except in
connection with the termination of Executive's
employment for Cause or Retirement or as a result of
Executive's death or by Executive other than for Good
Reason;
(ii) subsequent to a change in control of the
Company, a reduction by the Company in Executive's
base salary or a termination of Executive's
participation in any bonus plan as in effect on the
date hereof or as the same may be increased or in
effect from time to time;
-6-
(iii) subsequent to a change in control of the
Company, and without Executive's express written
consent, the Company's requiring Executive to be
based anywhere other than within 30 miles of
Executive's present office location, except for
required travel on the Company's business to an
extent substantially consistent with Executive's
present business travel obligations;
(iv) subsequent to a change in control of the
Company, the failure by the Company to continue in
effect, or to continue Executive's participation in,
any benefit or compensation plan, life insurance
plan, health-and-accident plan or disability plan in
which Executive is participating at the time of a
change in control of the Company (or plans providing
Executive with substantially similar benefits), the
taking of any action by the Company which would
adversely affect Executive's participation in or
materially reduce Executive's benefits under any of
such plans or deprive Executive of any material
fringe benefit enjoyed by Executive at the time of
the change in control, or the failure by the Company
to provide Executive with the number of paid vacation
days to which Executive is then entitled in
accordance with the Company's normal vacation policy
in effect on the date hereof;
(v) subsequent to a change in control of the Company,
the failure by the Company to obtain the assumption
of the agreement to perform this Agreement by any
successor as contemplated in Section 8.4 hereof; or
(vi) subsequent to a change in control of the
Company, any material breach of this Agreement by the
Company (including those outlined above), which is
not cured within 30 days after written notice from
Executive to the Company identifying such breach and
stating that it constitutes "Good Reason" hereunder
or is not commenced to be cured by reasonable
measures within such period if a full cure is not
possible within 30 days.
4.2.4. Notice of Termination. Any purported termination by the
Company pursuant to Section 4.2.1. or 4.2.2. or by Executive
pursuant to Section 4.2.1. or 4.2.3. shall be communicated by
written Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall
mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment
under the provision so indicated.
4.2.5. Date of Termination. "Date of Termination" shall mean
(i) if Executive's employment is terminated for Cause, the
date specified in the Notice of Termination, and (ii) if
Executive's employment is terminated for any other reason, the
date on which a Notice of Termination is given; provided that
if within 30 days after any Notice of Termination is given the
party receiving such Notice of Termination notifies the other
party that a dispute exists concerning the termination, the
Date of
-7-
Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties,
by a binding and final arbitration award or by a final
judgment, order or decree of a court of competent jurisdiction
entered upon such arbitration award (the time for appeal
therefrom having expired and no appeal having been perfected).
4.3. Certain Benefits Upon Termination. If, after a change in
control of the Company shall have occurred, as defined in Section 4.1. above,
Executive's employment by the Company shall be terminated (a) by the Company
other than for Cause or Retirement or (b) by Executive for Good Reason, then
Executive shall be entitled to the benefits provided below:
4.3.1. Payment of Back Salary. The Company shall pay
Executive Executive's full base salary through the Date of Termination
at the rate in effect at the time Notice of Termination is given plus
credit for any vacation earned but not taken and the amount, if any, of
any bonus for a past fiscal year which has not yet been awarded or paid
to Executive under the Company's bonus plans;
4.3.2. Payment of Future Salary. Until the end of the
12th calendar month following the Date of Termination, the Company
shall continue to pay Executive monthly Executive's base salary in
effect on the Date of Termination;
4.3.3. Continuation of Benefits. The Company shall
maintain in full force and effect, for Executive's continued benefit
until the earlier of (a) the end of the 12th calendar month following
the Date of Termination or (b) Executive's commencement of full time
employment with a new employer, all life insurance, medical, health and
accident insurance, and disability plans, programs or arrangements in
which Executive was entitled to participate immediately prior to the
Date of Termination, provided that Executive's continued participation
is possible under the general terms and provisions of such plans and
programs. In the event that Executive's participation in any such plan
or program is barred or in the event any medical condition covered by
any plan or program of the Company is not covered by the plan or
program of a new employer, the Company shall arrange to provide
Executive with benefits substantially similar to those which Executive
was entitled to receive under such plans and programs, at Executive's
expense;
4.3.4. Vesting of Stock Options, Etc. All stock
options, stock bonus awards and restricted stock grants relating to
securities of the Company held by Executive on the Date of Termination
shall vest or become exercisable, as the case may be, on the Date of
Termination, notwithstanding any provisions in any such stock options,
stock bonus awards or restricted stock grants to the contrary, and all
rights to exercise stock options shall remain exercisable by Executive
for a period of not less than 120 days after the Date of Termination.
If the benefits payable hereunder, together with other
payments in the nature of compensation to or with respect to Executive, would
otherwise be subject to the excise taxes imposed under Section 280G of the
Internal Revenue Code of 1986, as amended ("Code"), and if the net value
-8-
of such benefits and payments in the nature of compensation, after reduction for
such taxes, is less than the aggregate value of the benefits and payments in the
nature of compensation determined as if such amounts had been $1.00 less than a
maximum amount which could be paid without imposition of excise taxes, then the
benefits payable hereunder shall be reduced to highest amount such that such
excise taxes shall not be imposed with respect to the benefits or the other
payments in the nature of compensation. It is the intention of this provision to
reduce benefits payable hereunder only if the Executive would be in a superior
position taking into account such excise taxes than if such payments were made,
and such reduction shall, in any event, be the least amount in order that the
Executive be better off with the reduction than before such reduction. The
calculation of the value of benefits payable hereunder and other payments in the
nature of compensation, and the implications of the excise tax rules of Section
280G of the Code, shall be determined by the Company in good faith based on
written advice of a national accounting firm.
4.4. No Duty to Mitigate. Executive shall not be required to
mitigate the amount of any payment provided for in Section 4.3 by seeking other
employment or otherwise, and no payment or benefit provided for in Section 4.3.
shall be reduced by compensation earned by Executive as the result of employment
by another employer after the Date of Termination, or otherwise.
ARTICLE V
COVENANTS AGAINST COMPETITION WITH THE COMPANY
5.1. Non-solicitation of Employees. Executive agrees that
during the term of Executive's employment with the Company and for a period of
two years after the termination of Executive's employment with the Company for
any reason, Executive shall not directly or indirectly recruit, solicit or
otherwise induce or attempt to induce any employees of the Company to leave the
employment of the Company.
5.2. Non-competition. Executive agrees that during the term of
Executive's employment with the Company and for a period of two years after the
termination of Executive's employment with the Company for any reason, Executive
shall not directly or indirectly, except as a passive investor in publicly held
companies and except for investments held at the date hereof, engage in
competition with the Company or any of its subsidiaries, or own or control any
interest in, or act as director, officer or employee of, or consultant to, any
firm, corporation or institution directly or indirectly engaged in competition
with the Company or any of its subsidiaries; provided, however, that such period
shall be reduced to six months if the Executive was terminated without Cause by
the Company or by the Executive for Good Reason after a change of control.
-9-
ARTICLE VI
CONFIDENTIAL INFORMATION
6.1. Maintenance of Confidentiality. Executive agrees that
Executive will not (except as required in the course of employment with the
Company), both during the term of Executive's employment with the Company and
thereafter, communicate or divulge to, or use for Executive's own benefit or the
benefit of any other person, firm or organization, any confidential and
proprietary information of the Company and its subsidiaries.
6.2. Ownership of Confidential Information. Records, files,
memoranda, reports, price lists, customer lists, drawings, plans, sketches and
documents and the like, relating to the business of the Company, which Executive
shall use or prepare or come into contact within the course of, in connection
with, or as a result of employment with the Company, shall remain the Company's
sole and exclusive property.
ARTICLE VII
OWNERSHIP OF INVENTIONS
7.1. "Invention" Defined. As used in this Agreement,
"Invention" means any invention, discovery or innovation with regard to
chemistry, enzymology, biotechnology, genetic engineering or recombinant DNA
technology, whether or not patentable, made, conceived, or first actually
reduced to practice by Executive, alone or jointly with others, in the course
of, in connection with, or as a result of service as an executive of the
Company, including any art, method, process, machine, manufacture, design or
composition of matter, or any improvement thereof, or any variety of plant or
microorganism.
7.2. Disclosure of Inventions. Each Invention made, conceived
or first actually reduced to practice by Executive, whether alone or jointly
with others, during the term of Executive's employment with the Company and each
Invention made, conceived or first actually reduced to practice by Executive,
whether alone or jointly with others, within one year after the termination of
Executive's employment with the Company which relates in any way to work
performed for the Company during the term of Executive's employment, shall be
promptly disclosed in writing to the President of the Company (or such officer
of the Company as the President or Board of Directors may designate). Such
report shall be sufficiently complete in technical detail and appropriately
illustrated by sketch or diagram to convey to one skilled in the art of which
the invention pertains, a clear understanding of the nature, purpose,
operations, and, to the extent known, the physical, chemical, biological or
electrical characteristics of the Invention.
7.3. Ownership of Inventions. Each Invention, as herein
defined, shall be the sole and exclusive property of the Company.
-10-
7.4. Assignment of Title. Executive agrees to execute an
assignment to the Company or its nominee of Executive's entire right, title and
interest in and to any Invention, without compensation beyond that provided in
this Agreement. Executive further agrees, upon the request of the Company and at
its expense, that Executive will execute any other instrument and document
necessary or desirable in applying for and obtaining patents in the United
States and in any foreign country with respect to any Invention. Executive
further agrees, whether or not Executive is then an employee of the Company, to
cooperate to the extent and in the manner reasonably requested by the Company in
the prosecution or defense of any claim involving a patent covering any
Invention or any litigation or other claim or proceeding involving any Invention
covered by this Agreement, but all expenses thereof shall be paid by the
Company.
ARTICLE VIII
MISCELLANEOUS
8.1. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.
8.2. Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective lawful successors
and assigns and upon Executive's heirs and personal representatives.
8.3. Assignment. Except as otherwise provided in Section 8.4,
neither this Agreement nor any rights or obligations hereunder shall be
assignable by either party hereto without the prior written consent of the other
party.
8.4. Obligation of the Company's Successors. Any successor to
substantially all of the Company's assets and business, whether by merger,
consolidation, purchase of assets or otherwise, shall succeed to the rights and
obligations of the Company hereunder. The Company will require any such
successor, by agreement in form and substance satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place. The failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle Executive to compensation from the Company or its
successor in the same amount and on the same terms as Executive would be
entitled hereunder if Executive had terminated Executive's employment for Good
Reason following a change in control of the Company, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.
8.5. Notices. All notices, requests, demands and other
communications to be given pursuant to this Agreement shall be in writing and
shall be deemed to have been duly given if
-11-
delivered by hand or mailed by registered or certified mail, return receipt
requested, postage prepaid, as follows:
If to the Company, to:
Synaptic Pharmaceutical Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attention: President
If to Executive, to:
Xx. Xxxxxxxx X. Xxxxxxxx
000 Xxxx Xxxxxx, Xxx. 0X
Xxx Xxxx, Xxx Xxxx 00000
or such other address as either party hereto shall have designated by notice in
writing to the other party.
8.6. Amendments. This Agreement may be amended, supplemented
or otherwise modified at any time, but only by an instrument in writing signed
by the parties hereto.
8.7. Governing Law. This Agreement and the legal relations
among the parties hereto shall be governed by and construed in accordance with
the laws of New Jersey.
8.8. Severability. In case any provision hereof shall, for any
reason, be held to be invalid or unenforceable in any respect, such invalidity
or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid or unenforceable provision had
not been included herein. If any provision hereof shall, for any reason, be held
by a court to be excessively broad as to duration, geographical scope, activity
or subject matter, it shall be construed by limiting and reducing it to make it
enforceable to the extent compatible with applicable law as then in effect.
8.9. Equitable Relief. Articles 5, 6, and 7 constitute
independent covenants, which shall be enforceable notwithstanding any right or
remedy that the Corporation may have under any other provision of this Agreement
or otherwise. The parties agree that the remedy at law for any breach of any
such section will be inadequate and the Company, in addition to all other
remedies, shall be entitled to a preliminary injunction to restrain such breach
prior to the trial of any issue and to temporary and permanent injunction relief
without the necessity of proving damages.
8.10. Survival. Articles 5, 6 and 7 shall survive the
termination of this Agreement for the periods of time indicated therein or
indefinitely if no period is indicated.
-12-
IN WITNESS WHEREOF, the undersigned have duly executed and
delivered this Agreement as of the date first above written.
SYNAPTIC PHARMACEUTICAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
-----------------------
Name: Xxxx X. Xxxxxx
Title: VP, General Counsel & Secretary
EXECUTIVE
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------
Xxxxxxxx X. Xxxxxxxx
-13-
