Exhibit 10.39
EMPLOYMENT AGREEMENT
(for Xxxxxx X. XxXxxxxx)
THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of April 18,
2007 (the "Effective Date"), by and between Molecular Insight Pharmaceuticals,
Inc., a Massachusetts corporation having its principal place of business at 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Employer"), and Xxxxxx X.
XxXxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Employer is engaged in the business of developing and
marketing imaging pharmaceuticals which detect human disease; and
WHEREAS, the Employee possesses the experience necessary in
administration and general and active supervision and direction of the daily
operations of a biopharmaceutical business in order to fulfill the
responsibilities as Senior Vice President, Clinical Development and Chief
Medical Officer of the Employer; and
WHEREAS, the Employer desires to employ the Employee, and the Employee
desires to be employed by the Employer, all in accordance with the terms and
provisions of this Agreement.
NOW, THEREFORE, in consideration of the covenants and promises
hereinafter contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Employer and the
Employee represent, covenant and agree as follows:
1. Employment. The Employer hereby employs the Employee to serve
as Senior Vice President, Clinical Development and Chief Medical Officer in
accordance with the terms and provisions of this Agreement, and the Employee
hereby accepts such employment with the Employer.
2. Term. The term of this Agreement shall commence on the
Effective Date and shall continue until this Agreement is terminated as
hereinafter provided.
3. Compensation. As compensation for all services rendered by the
Employee to the Employer pursuant to this Agreement, the Employer shall pay to
the Employee the following amounts during the term of this Agreement:
(a) Base Compensation. The Employer shall pay to the
Employee base compensation at no less than the rate set forth on Schedule A
attached hereto and herein incorporated by reference (the "Base Compensation").
The Base Compensation shall be payable pursuant to the Employer's standard
payroll practices, except as otherwise noted on Schedule A. The Base
Compensation shall be reviewed by the compensation committee of the Board of the
Employer annually and increases in the Base Compensation, if any, shall be
evidenced by the updating and initialing of Schedule A by both parties hereto.
(b) Incentive Bonus. In addition to the Base
Compensation, the Employee shall be eligible to receive an annual fiscal year
incentive bonus with a maximum annual amount equal to thirty percent (30%) of
the then current Base Compensation (the "Incentive Bonus"). Payment of the
Incentive Bonus shall be subject to the discretion of the Board and will be
based upon accomplishment of goals provided to the Employee by the President and
Chief Scientific Officer, and Chief Executive Officer ("CEO") from time to time
and based upon revenue growth, profitability and achievement of specific
corporate milestones. The Board may elect to award the Incentive Bonus to the
Employee in cash or in the Employer's capital stock (at its then-current fair
market value), but a capital stock bonus requires the consent of the Employee.
4. Vacation and Employee Benefits.
(a) Vacation. The Employee shall be entitled to an annual
paid vacation equal to three (3) weeks annually. Vacation shall be taken at such
times so as not to interfere with the proper operation of the Employer's
business.
(b) Benefits Generally. The Employee shall be entitled to
receive and participate in such employee benefits as the Employer shall from
time to time determine to provide to its executives generally.
(c) Relocation Package. The Employee shall be entitled to
the relocation expenses as set forth on Schedule B attached hereto. Such
relocation expenses shall apply to the Employee's initial relocation only and
shall not apply to any subsequent moves. If, within one year of the Effective
Date, the Employee voluntarily resigns employment or if this Agreement is
terminated for "cause" by the Employer as set forth in Section 15(B) below, the
Employee shall reimburse the Employer for any and all relocation expenses paid
pursuant to this Section. The Employee acknowledges and agrees that any such
reimbursement amount owed to the Employer may be offset and deducted from any
wages and or other amounts that may be due and owing to the Employee at the
time.
5. Stock Incentives.
(a) Options. Pursuant to the provisions of the Employer's
2006 Equity Incentive Plan, as may be amended from time to time (the "Plan"),
and subject to approval of the Employer's Board of Directors or its Compensation
Committee, the Employee will be granted an option to purchase 100,000 shares of
the Employer's Common Stock (the "Options") at an exercise price equal to the
fair market value per share on the date of grant (as determined by the
Employer's Board of Directors or its Compensation Committee pursuant to the
Plan), with such Options to be subject further to the terms and conditions of
the Plan and a separate option agreement.
(b) Vesting. Of the Options, 75,000 will be subject to
the Employer's four (4) year vesting schedule with 25% vesting on each
anniversary of the Employee's date of hire ("Time Options") and 25,000 will be
subject to vesting on the satisfaction of certain performance milestones to be
set forth in the applicable separate option agreement. In the event of a Change
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of Control (as defined below), all of the unvested Time Options shall vest
immediately prior to Change in Control, provided that the Employee is still
employed by the Employer on the date of such Change of Control, or is then
receiving a Severance Package.
(c) Change of Control. Treatment of options on a Change
of Control (as defined in the Plan) will be as set forth in the applicable
separate option agreement.
6. Description of Duties. During the term of this Agreement, the
Employee shall be the Senior Vice President, Clinical Development and Chief
Medical Officer of the Employer and shall:
(a) Devote on a full time basis all necessary time, best
efforts, professional skills, attention and energies to the fulfillment of the
duties customarily associated with such position and the accomplishment of the
goals provided by the President and Chief Scientific Officer, and CEO of the
Employer to the Employee from time to time; and
(b) Act in accordance herewith, and in all accounts be
responsible and responsive to, the Board of Directors, the President and Chief
Scientific Officer, and CEO of Employer.
7. General Services. During the term of this Agreement, the
Employee shall:
(a) Observe the Employer's policies and standards of
conduct, as well as customary standards of business conduct, including any
standards prescribed by law or regulation;
(b) Perform his duties hereunder in a manner that
preserves and protects the Employer's business reputation; and
(c) Do all things and render such services as may be
necessary or beneficial in carrying out any of the foregoing.
8. Non-Disclosure of Proprietary or Confidential Information and
Confidential Communications. For the purposes of this Section 8, the term
"Employer" shall include, and the protections granted the Employer hereunder
shall extend to any other entities now or hereinafter affiliated, acquired or
created by the Employer. The Employee recognizes and acknowledges that the
marketing plans and business strategy, the names and addresses of the Employer's
customers, the particular needs and application of such customers for diagnostic
imaging techniques, the names and addresses of the Employer's suppliers, the
Employer's purchasing history with its suppliers, the names and other pertinent
data concerning the persons employed by the Employer's suppliers who are
responsible for supplying the Employer with products and services, the
Employer's proprietary computer software programs, trade secrets and any other
confidential and proprietary information concerning the business or affairs of
the Employer (including but not limited to marketing and business plans and
strategies, research protocols, procedures data, results, and cost information)
(hereinafter collectively referred to as the Confidential Information)
constitute a valuable, proprietary, special and unique asset of the
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Employer's business. The Employee further recognizes and acknowledges that any
communications, whether written, oral or otherwise, that the Employer or any of
the Employer's employees has with the Employer's existing or prospective
customers and clients and affiliated research institutions and scientists are
extremely confidential (hereinafter the "Confidential Communications"). The term
Confidential Information shall exclude any information that has been made public
through no fault of the Employee.
The Employee shall not, for any reason whatsoever, during or after the
termination of his employment with the Employer, use, disclose or allow access
to, for his own benefit or for that of another, the Confidential Information or
the Confidential Communications (or any part thereof) to any person, firm,
corporation, association or other entity for any reason or for any purpose
whatsoever.
In the event of a breach or threatened breach by the Employee of the
provisions of this Section, the Employer shall be entitled to an injunction
restraining the Employee from so using, disclosing or allowing access to, in
whole or in part, the Confidential Information and the Confidential
Communications or from rendering any services to any person, firm, corporation,
association or other entity to whom the Confidential Information or the
Confidential Communications, in whole or in part, have been disclosed or are
threatened to be disclosed. Nothing herein shall be construed as prohibiting the
Employer from pursuing any other remedies available to the Employer for such
breach or threatened breach, including, but not limited to, the recovery of
damages and reasonable attorneys' fees from the Employee.
Upon termination of this Agreement by either party for any reason, the
Employee shall return to the Employer any of the Confidential Information,
Confidential Communications, charts, company literature, reports, Employer
credit cards or other proprietary materials of the Employer then in the
Employee's possession and all other materials of the Employer which the Board of
Directors of the Employer requests the Employee to so return.
This Section shall in all respects survive any termination of this
Agreement and shall remain in full force and effect thereafter. In the event
that any provision of this Section 8 shall conflict with any term or condition
of any other confidentiality agreement between the Employer and the Employee,
then the more restrictive provision shall be deemed to apply in order to
accomplish the purposes of this Section 8 and such other agreements, that being
to protect the Employer's Confidential Information and Confidential
Communications.
In the event of the Employee's breach of this Section 8, the Employee
shall immediately and irrevocably forfeit future payments under the Severance
Package as hereinafter defined in Section 15. Nothing in this paragraph shall be
construed to limit or cap the Employer's damages in the event of a breach of
this Section 8.
9. Covenant Not to Compete; Non-solicitation of Employees and
Customers. For the purposes of this Section 9, the term "Employer" shall
include, and the protections granted the Employer hereunder shall extend to any
other entities now or hereinafter affiliated, acquired or created by the
Employer. The Employee agrees that while employed by the Employer and for a
continuous period of one (1) year following the date of the termination of his
employment with
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the Employer either voluntarily without "Good Reason" or involuntarily by the
Company for "cause" (the "Restricted Period"), he shall not (without the express
prior written consent of the Board of Directors of the Employer), directly or
indirectly, compete with the Employer. In construing the foregoing prohibition,
the Employee shall be deemed to be competing with the Employer if he shall
become self-employed in, or accept employment with, consult with, render
services to or become associated with, own, manage, operate, join, control, or
participate in the ownership, management, operation, or control of, or be
connected in any material manner with, or directly or indirectly enter into the
employment of, or make a substantial investment in, any corporation,
partnership, proprietorship or other type of business organization or entity
which engages in, any business (a "Competing Business") involving the sale,
distribution, development or research concerning diagnostic imaging of the human
cardio-vascular system or other lines of the Employer which directly and
materially competes with the product lines in or with which the Employer is then
currently involved.
The Employee further agrees that, during his employment with the
Employer and during the Restricted Period, he shall not solicit any of the
Employer's employees, existing customers or prospective customers (of which the
Employee is then currently aware), affiliated research institutions or
scientists, on behalf of himself or any Competing Business.
This Section 9 shall in all respects survive any termination of this
Agreement and shall remain in full force and effect during the Restricted
Period.
In the event of the Employee's breach of this Section 9 during the
Restricted Period, the Employee shall immediately and irrevocably forfeit future
payments to the Employee under the Severance Package as hereinafter defined in
Section 15.
10. Assignment of Rights. Any and all information, data,
inventions, discoveries, materials, notebooks and other work product which the
Employee conceives, develops or acquires during his employment with the
Employer, which directly or indirectly relates to work performed for the
Employer, shall be the sole and exclusive property of the Employer. The Employee
shall promptly execute any and all documents necessary and take such further
actions as the Employer may deem necessary to assign any and all of the
Employee's right, title and interest in such property to the Employer.
11. Intellectual Property. For the purposes of this Section 11,
the term "Employer" shall include, and the protections granted the Employer
hereunder shall extend to any other entities now or hereinafter affiliated,
acquired or created by the Employer. During the Employee's employment at the
Employer, the Employee shall promptly assist with and execute any and all
applications, assignments or other documents which an officer or director of the
Employer shall deem necessary or useful in order to obtain and maintain patent,
trademark or other intellectual property protection for the Employer's products
or services. After the termination date of his employment with the Employer, the
Employee shall use reasonable efforts to assist the Employer on intellectual
property matters as they relate to his employment, and the Employer shall
reasonably compensate the Executive for his time and expense.
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12. Documents, Records, etc. All documents, records, data,
apparatus, equipment and other physical property, whether or not pertaining to
Confidential Information, which are furnished to the Employee by the Employer or
are produced by the Employee in connection with the Employee's employment will
be and remain the sole property of the Employer. The Employee will return to the
Employer all such materials and property as and when requested by the Employer.
In any event, and whether or not the Employer so specifically requests, the
Employee will return all such materials and property immediately upon
termination of the Employee's employment for any reason. The Employee will not
retain any such material or property or any copies thereof after such
termination.
13. Third-Party Agreements and Rights. The Employee hereby
confirms that he is not bound by the terms of any agreement with any previous
employer or other party which restricts in any way the Employee's use or
disclosure of information or the Employee's engagement in any business. The
Employee represents to the Employer that the Employee's execution of this
Agreement, the Employee's employment with the Employer and the performance of
the Employee's proposed duties for the Employer will not violate any obligations
the Employee may have to any such previous employer or other party. In the
Employee's work for the Employer, the Employee will not disclose or make use of
any information in violation of any agreements with or rights of any such
previous employer or other party, and the Employee will not bring to the
premises of the Employer any copies or other tangible embodiments of nonpublic
information belonging to or obtained from any such previous employer or other
party.
14. Restricted Activities. During the term of this Agreement, the
Employee shall not engage in any business activities or ventures outside of the
business activities of the Employer without the express prior written consent of
the Employer's Board; provided, however, that nothing in this Agreement shall be
construed as preventing the Employee from:
(a) investing the Employee's assets in any company or
other entity in a manner not prohibited by Section 9 and in such form or manner
as shall not require any material activities on the Employee's part in
connection with the operations or affairs of the companies or other entities in
which such investments are made; or
(b) engaging in religious, charitable or other community
or non-profit activities that do not impair the Employee's ability to fulfill
the Employee's duties and responsibilities under this Agreement.
15. Termination.
A. Termination Without Cause.
(a) Notwithstanding anything herein to the
contrary, this Agreement may be terminated by either the Employer (by act of its
Board) or the Employee, at any time, without cause; provided, however, that the
party desirous of terminating this Agreement shall give the other party prior
written notice of such termination. In either event, the Employer may determine
the Employee's final day of employment hereunder. The date specified in any
notice
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of termination as the Employee's final day of employment shall be referred to
herein as the Termination Date.
(b) In the event that the Employer (by act of its
Board) terminates this Agreement without cause pursuant to this subsection (A)
of Section 15, or the Employee voluntarily resigns for Good Reason (defined
below), then the Employee shall be entitled to receive severance pay equal the
Base Compensation rate as of the Termination Date in equal monthly installments
for a period of twelve (12) months (the "Post-Termination Period") from the
Termination Date (the "Severance Package"). The Employer also agrees to make
available to the Employee, as part of the Severance Package, continuation of
group health plan benefits to the extent authorized by and consistent with 29
U.S.C. Section 1161 et seq. (commonly known as "COBRA"), and any other benefits
the Employee is receiving as of the Termination Date with the cost of the
regular premium for such benefits shared in the same relative proportion by the
Employer and the Employee as in effect on the Termination Date.
(c) For purposes of this Agreement, "Good Reason"
shall mean:
(i) a reduction of the Employee's salary
or insurance benefits other than a reduction approved by the Employee in
writing; or
(ii) a significant change in the
Employee's title, responsibilities and/or duties which constitutes, when
compared to the Employee's title, responsibilities and/or duties as of the
Effective Date, a demotion; or
(iii) the relocation of the offices at
which the Employee is principally employed as of the Effective Date to a
location more than fifty (50) miles from such office, which relocation is not
approved by the Executive.
(d) In the event of the Employee's voluntary
termination, then the Employee shall, at the request of the Board of the
Employer, continue as an employee of the Employer for an additional thirty (30)
day period after the Termination Date for the purpose of assisting the Employer
in locating and training a suitable replacement for the Employee. During such
additional period, the Employee shall be entitled to full compensation and
benefits and the Employee shall continue to be bound by all of the terms
contained herein. Any such extended term shall extend the Post-Termination
Period by an equal number of days.
B. Termination With Cause.
(a) The Employer (by act of its Board) may
terminate this Agreement immediately for "cause" by giving written notice to the
Employee. As used herein, the term "cause" shall mean the Employee's: (i)
addiction to illegal drugs; (ii) willful failure or refusal to perform his
duties hereunder after written notice from the Board and an opportunity to cure;
(iii) knowing acts of dishonesty which materially adversely affect the Employer;
(iv) indictment for a felony or crime involving moral turpitude, fraud,
embezzlement or misrepresentation. In the event that this Agreement is
terminated pursuant to this subsection (B), the Employee forfeits and shall not
be entitled to the Severance Package, or other benefits or bonus of any kind
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whatsoever for any period after the Termination Date set forth in the notice
given by the Employer to the Employee.
C. Disability.
(a) If the Employee shall be disabled so as to be
unable to perform the essential functions of the Employee's then existing
position or positions under this Agreement, the Employer may remove the Employee
from any responsibilities and/or reassign the Employee to another position with
the Employer during the period of such disability. If the period of disability
extends for more than six (6) months, the Employer may terminate the Employee's
employment without further liability on the part of the Employer, except that
the Employee shall be entitled to the Severance Package. The Employer may elect,
at its sole discretion, to purchase a disability insurance package for the
Employee. In the event that the Employer so elects to purchase a disability
insurance package and the Employee subsequently becomes entitled to payments of
the disability insurance benefit, any payments pursuant to the Severance
Package, as defined in this Section 15, or payments of salary by the Employer
will be reduced by the amount of the disability insurance benefit payments
received by the Employee.
(b) If any question shall arise as to whether
during any period the Employee is disabled so as to be unable to perform the
essential functions of the Employee's then existing position or positions, the
Employee may, and at the request of the Employer shall, submit to the Employer a
certification in reasonable detail by a physician selected by the Employer, to
whom the Employee or the Employee's guardian has no reasonable objection, as to
whether the Employee is so disabled or how long such disability is expected to
continue, and such certification shall, for the purposes of this Agreement, be
conclusive of the issue. The Employee shall cooperate with any reasonable
request of the physician in connection with such certification. If such question
shall arise and the Employee shall fail to submit such certification, the
Employer's determination of such issue shall be binding on the Employee. Nothing
in this Section 15(c) shall be construed to waive the Employee's rights, if any,
under existing law including, without limitation, the Family and Medical Leave
Act of 1993, 29 U.S.C. 2601, et seq. and the Americans with Disabilities Act, 42
U.S.C. 12101 et seq.
D. Death or Retirement. The Employee's employment under
this Agreement will be deemed to have terminated without further liability on
the part of the Employer if the Employee dies or retires.
E. Certain Termination Benefits. Unless otherwise
specifically provided in this Agreement or otherwise required by law, all
compensation and benefits payable to the Employee under this Agreement shall
terminate on the date of termination of the Employee's employment under this
Agreement.
F. No Right to Continuing Employment. The Employee
agrees that nothing contained in this Agreement shall be construed to give the
Employee a right to continuing employment beyond the Termination Date.
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16. Litigation and Regulatory Cooperation. During and after the
Employee's employment, the Employee shall cooperate fully with the Employer in
the defense or prosecution of any claims or actions now in existence or which
may be brought in the future against or on behalf of the Employer which relate
to events or occurrences that transpired while the Employee was employed by the
Employer. The Employee's full cooperation in connection with such claims or
actions shall include, but not be limited to, being available to meet with
counsel to prepare for discovery or trial and to act as a witness on behalf of
the Employer at mutually convenient times. During and after the Employee's
employment, the Employee also shall cooperate fully with the Employer in
connection with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to events or
occurrences that transpired while the Employee was employed by the Employer. The
Employer shall reimburse the Employee for any reasonable out-of-pocket expenses
incurred in connection with the Employee's performance of obligations pursuant
to this Section 16.
17. Injunction. The Employee agrees that it would be difficult to
measure any damages caused to the Employer which might result from any breach by
the Employee of the promises set forth in Section 8, and that in any event money
damages would be an inadequate remedy for any such breach. Accordingly, the
Employee agrees that if the Employee breaches, or proposes to breach, any
portion of this Agreement, the Employer shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate
preliminary equitable relief to restrain any such breach without showing or
proving any actual damage to the Employer.
18. No Assignment. The Employee acknowledges that the services to
be rendered by him pursuant to this Agreement are unique. Accordingly, the
Employee shall not assign any of his rights or delegate any of his duties or
obligations under this Agreement.
19. Severability. Subject only to the reformation of time,
geographical and occupational limitations as set forth in Section 20 hereof, all
of the terms and provisions contained in this Agreement are severable and, in
the event that any portion or provision of this Agreement (including, without
limitation, any portion or provision of any section of this Agreement) shall to
any extent be deemed unenforceable or invalid by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared unenforceable or invalid, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
20. Reformation of Time Geographical and Occupational Limitations.
In the event that any provision in this Agreement is held to be unenforceable by
a court of competent jurisdiction because it exceeds the maximum time,
geographical or occupational limitations permitted by applicable law, then such
provision(s) shall be and hereby are reformed to the maximum time, geographical
and occupational limitations as may be permitted by applicable law.
21. Specific Performance. Both parties recognize that the services
to be rendered under this Agreement by the Employee are special, unique and of
an extraordinary character, and
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that in the event of breach by the Employee of the terms or conditions of this
Agreement to be performed by him, the Employer shall be entitled, if it so
elects, to institute and prosecute proceedings in any court of competent
jurisdiction, either at law or in equity, to obtain damages for any breach of
this Agreement to enforce the specific performance thereof by the Employee, or
to enjoin the Employee from engaging in such activity, but nothing contained
herein shall be construed to prevent such other remedy in the courts, in case of
any breach of this Agreement by the Employee, as the Employer may elect to
invoke.
22. Massachusetts Law: Choice of Forum. This Agreement shall be
governed, construed and interpreted by, and in accordance with, the laws of the
Commonwealth of Massachusetts, without reference to its principles of conflicts
of laws. Any actions concerning enforcement of this Agreement or in any way
relating to the subject matter of this Agreement shall be litigated only in
Massachusetts state or federal courts of proper jurisdiction and venue. Each
party hereto expressly agrees to submit to such jurisdiction and venue for the
purposes of this Agreement. Notwithstanding the foregoing, the Employer may seek
to enforce the Employee's covenants described in Sections 6, 7, 8 and 9 hereof
in any jurisdiction and venue in which the Employee then resides, breaches or
threatens to breach such covenants.
23. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto, and replaces all prior agreements, promises,
representations and understandings between the Employer and the Employee
whatsoever concerning the limited subject matter hereof (other than the Stock
Plan and any related Stock Option Agreement entered into between the Employer
and the Employee). There are no other agreements, conditions or representations,
oral or written, express or implied, which form the basis for this Agreement.
24. Assignment; Successors and Assigns, Etc. Neither the Employer
nor the Employee may make any assignment of this Agreement or any interest
herein, by operation of law or otherwise, without the prior written consent of
the other party; provided, however, that the Employer may assign its rights
under this Agreement without the consent of the Employee in the event that the
Employer shall effect a reorganization, consolidate with or merge into any other
corporation, partnership, organization or other entity, or transfer all or
substantially all of its properties or assets to any other corporation,
partnership, organization or other entity. This Agreement shall inure to the
benefit of and be binding upon the Employer and the Employee, their respective
successors, executors, administrators, heirs and permitted assigns.
25. Modification. No waiver or modification of this Agreement or
of any covenant, condition, or limitation contained herein shall be valid unless
in a writing of subsequent date hereto and duly executed by the party to be
charged therewith and no evidence of any waiver or modification shall be offered
or received in evidence in any proceeding, arbitration, or litigation between
the parties hereto arising out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid. The parties further agree that the
provisions of this Section may not be waived except as herein set forth.
26. Section Headings. The section headings contained in this
Agreement are for convenience only, and shall in no manner be construed as part
of this Agreement.
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27. Waiver of Breach. The waiver by either party of a breach or
violation of any provision of this Agreement shall not operate as, or be
construed to be, a waiver of any subsequent breach thereof.
28. Notices. Any and all notices required or permitted to be given
under this Agreement shall be sufficient if furnished in writing, sent by
certified or registered mail, return receipt requested to the party's address
set forth in the Prologue of this Agreement, or to such other address as such
party may specify in writing.
29. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same
document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year here above first written.
MOLECULAR INSIGHT PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman & CEO
/s/ Xxxxxx X. XxXxxxxx
--------------------------------------------
Xxxxxx X. XxXxxxxx
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SCHEDULE A
(As Amended from time to time pursuant to Paragraph 3(a))
Base Compensation
--------------------------------------------------------------------------------
Annual Rate of Base
Compensation Agreed to by Employee Agreed to by Employer
------------------- --------------------- ---------------------
--------------------------------------------------------------------------------
$325,000.00
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(Must be initialed by both parties each time amended to be effective.)
Exhibit A -- Incentive Stock Option Grant
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SCHEDULE B
Relocation Package
1. The Employer will reimburse bona fide relocation expenses up
to a maximum amount of $150,000.00 based on the following:
- Reimbursement for expenses associated with direct-route
transportation to the Boston/Cambridge area that complies with
the Employer's travel policy.
- The cost of packing, moving, up to 90 days temporary storage,
and unloading of the Employee's household effects and using a
certified carrier of the employer's choice.
- House-hunting trips for the purpose of locating suitable
housing
- The reasonable cost of temporary housing for up to 90 days
upon arrival in the Boston area or $20,000.00 (grossed up)
lump sum if housing is not used.
- Closing costs (excluding points) on the purchase of a new home
up to 3% of the purchase price, if purchased within 6 months
of the Effective Date.
- Reimbursement of reasonable and customary closing costs,
including real estate commission not to exceed 6%, legal and
recording fees, title charges, transfer taxes, and documentary
stamps, etc. on the sale of Employee's existing home.
2. In addition to the foregoing, the Employer will provide a lump
sum allowance of $30,000.00 (grossed up) to cover additional relocation related
expenses.
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