Exhibit 10.35
TRANSITION AND CONSULTING AGREEMENT
This TRANSITION AND CONSULTING AGREEMENT ("Agreement") is made and entered
into by and between XXXXXX X. XXXXXXXXXXX ("Xx. Xxxxxxxxxxx") and COCENSYS, INC.
(the "Company"), as of the Effective Date provided for in paragraph sixteen (16)
herein.
W I T N E S S E T H
-------------------
WHEREAS, Xx. Xxxxxxxxxxx has tendered his resignation as President, Chief
Executive Officer and Director and all other positions he may hold with the
Company;
WHEREAS, the Company has accepted Xx. Xxxxxxxxxxx'x resignation as
President, Chief Executive Officer and Director and wishes to provide
Xx. Xxxxxxxxxxx with certain benefits in consideration of his service to the
Company, Xx. Xxxxxxxxxxx'x undertaking to develop the disease management
opportunity heretofore developed by the Company and the promises and covenants
of Xx. Xxxxxxxxxxx as contained herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:
1. TRANSITION PERIOD. Xx. Xxxxxxxxxxx agrees to remain an employee of
the Company until December 31, 1996 ("Separation Date"), on which date he shall
cease to be an employee of the Company for all purposes. Xx. Xxxxxxxxxxx
already submitted to the Board of Directors his resignation as President, Chief
Executive Officer and a Director of the Company, effective October 30, 1996.
Between the Effective Date of this Agreement and the Separation Date
("Transition Period"), no office shall be provided on the Company premises for
Xx. Xxxxxxxxxxx'x use. If Xx. Xxxxxxxxxxx reasonably requests that he have an
off-site office and secretarial support, the Company agrees to provide him
reasonable off-site office accommodations and shared secretarial support for the
six (6) month period commencing January 1, 1997, pursuant to terms to be
mutually agreed upon by Xx. Xxxxxxxxxxx and the Company.
2. ACCRUED SALARY AND PAID TIME OFF. During the Transition Period, Xx.
Xxxxxxxxxxx agrees to take all unused vacation time and paid time off accrued
prior to the Separation Date. To the extent that Xx. Xxxxxxxxxxx has accrued,
but unused, vacation time and paid time off remaining after the Separation Date,
he shall not be entitled to payment for such time.
3. CONSULTING AGREEMENT. Xx. Xxxxxxxxxxx shall serve as a consultant to
the Company under the terms specified below. The consulting relationship shall
commence on the Separation Date and continue for twenty-four (24) consecutive
months (the "Consulting Period"), unless terminated earlier as provided for
herein.
1.
(A) CONSULTING SERVICES. Xx. Xxxxxxxxxxx agrees to make himself
available to the Company in any area of his expertise upon request by a duly
authorized representative of the Company. Xx. Xxxxxxxxxxx agrees to exercise
the highest degree of professionalism and utilize his expertise and creative
talents in performing these services. Xx. Xxxxxxxxxxx agrees to act as an
advisor to the Company and contribute to helping the Company build relationships
with key customers. Xx. Xxxxxxxxxxx also agrees to attend key strategic
meetings at the Company's request. The Company will make its facilities,
materials and other resources available to Xx. Xxxxxxxxxxx when necessary. Xx.
Xxxxxxxxxxx will perform the services necessary to achieve completion of the
tasks assigned to him by the Company in a timely and professional manner
consistent with industry standards.
(B) CONSULTING AVAILABILITY. Xx. Xxxxxxxxxxx agrees that during the
Consulting Period, he will make himself available to perform such consulting
services up to a maximum of ten (10) hours per month. Xx. Xxxxxxxxxxx will be
notified in a professional manner consistent with industry standards when his
services are required.
(C) CONSULTING FEE.
I. CONSULTING PAYMENTS. During the first eighteen (18)
months of the Consulting Period, Xx. Xxxxxxxxxxx shall receive eleven
thousand forty-one dollars and sixty-seven cents ($11,041.67) semi-monthly
("Consulting Payments"), subject to the following terms and conditions.
Except as provided in paragraph 3(g), if during the first eighteen (18)
months of the Consulting Period, Xx. Xxxxxxxxxxx accepts an offer of
employment from another employer, other than the disease management company
which Xx. Xxxxxxxxxxx presently anticipates forming, Xx. Xxxxxxxxxxx shall
not be entitled to any Consulting Payments from January 1, 1998 through June
30, 1998 except to the extent that his salary thereat is less than the
Consulting Payments, in which effect the Company shall pay the difference to
Xx. Xxxxxxxxxxx from January 1, 1998 through June 30, 1998. Xx. Xxxxxxxxxxx
agrees to notify a duly authorized officer of the Company, in writing,
immediately upon his acceptance of any such employment. For the remainder of
the Consulting Period, Xx. Xxxxxxxxxxx shall continue to make himself
available to the Company and the Company shall compensate Xx. Xxxxxxxxxxx for
Consulting Services used, if any, at a rate to be agreed upon by the Company
and Xx. Xxxxxxxxxxx. Cessation of Consulting Payments hereunder shall not be
deemed a termination of the Consulting Period unless such cessation occurs
pursuant to paragraph 3(g).
II. TAXES AND WITHHOLDING. As a consultant, the Company will
not withhold from the Consulting Payments any amount or make payments for taxes,
social security or other payroll deductions; make unemployment insurance or
disability insurance contributions; or obtain workers' compensation insurance on
Xx. Xxxxxxxxxxx'x behalf. The Company will issue Xx. Xxxxxxxxxxx IRS Form 1099
with respect to his Consulting Payments. Xx. Xxxxxxxxxxx acknowledges that he
will be entirely responsible for complying with all applicable state and federal
laws governing self-employed individuals, including but not limited to
obligations to pay quarterly taxes, social security, disability and other
contributions based on the
2.
fees paid to him under this Agreement. Xx. Xxxxxxxxxxx hereby indemnifies
and holds harmless the Company from any liability for any taxes,
contributions, penalties or interest.
III. CONSULTING EXPENSE REIMBURSEMENT. During the Consulting
Period, Xx. Xxxxxxxxxxx will submit monthly documented expense reimbursement
statements for expenses authorized by the Company in writing. The Company shall
reimburse his expenses pursuant to Company policy and regular business practice.
IV. CONSULTANT NOT AN EMPLOYEE. Xx. Xxxxxxxxxxx agrees that
during the Consulting Period it is the express intention of both Xx. Xxxxxxxxxxx
and the Company that he is an independent contractor and not an employee, agent,
joint venturer or partner of the Company. Xx. Xxxxxxxxxxx agrees not to hold
himself out as, or give any person or entity any reason to believe, that he is
an employee, agent, joint venturer or partner of the Company. Xx. Xxxxxxxxxxx
will not receive any employee benefits such as paid holidays, vacations, sick
leave or other such paid time off, or participate in Company-sponsored health
insurance or other employee benefit plans, other than as specified herein.
(D) LIMITATION ON AUTHORITY. Xx. Xxxxxxxxxxx shall have no
responsibilities or authority as a consultant to the Company other than as
provided for above. Xx. Xxxxxxxxxxx hereby agrees not to represent or purport
to represent the Company in any manner whatsoever to any third party unless
authorized by the Company, in writing, to do so.
(E) OTHER WORK ACTIVITIES. Throughout the Consulting Period, Xx.
Xxxxxxxxxxx will not obtain employment or perform work for Cambridge
NeuroScience, Inc. ("Competitive Activity"). Xx. Xxxxxxxxxxx acknowledges that
this provision is material to this Agreement, that it is fair, and that it will
not prevent him from obtaining other suitable employment. Xx. Xxxxxxxxxxx
agrees to notify the Company, in writing, at least ten (10) days prior to
engaging in any work for any business purpose.
(F) NONSOLICITATION/NONHIRE. Xx. Xxxxxxxxxxx agrees that, for
eighteen (18) months commencing on the Separation Date, he will not, either
directly or through others, (i) solicit or attempt to solicit any employee,
consultant, or independent contractor of the Company to terminate his or her
relationship with the Company in order to become an employee, consultant or
independent contractor to or for any other person or entity, or (ii) hire any
employee, consultant or independent contractor of the Company or have any
involvement in the hiring process of any third party (including but not limited
to recommending, recruiting, interviewing or participating in selection
deliberations) as to any employee, consultant or independent contractor of the
Company. The Company acknowledges that Xx. Xxxxxxxxxxx shall have the right to
request to the Company's Chairman of the Board or General Counsel that the
Company waive as to this provision as to certain employees. Such approval shall
not be unreasonably withheld by the Company.
3.
(G) TERMINATION OF CONSULTING RELATIONSHIP.
In the event that Xx. Xxxxxxxxxxx is informed by the Company that
any work constitutes Competitive Activity and he subsequently engages in
Competitive Activity as defined in paragraph 3(e), the Company's obligation to
make Consulting Payments under paragraph 3(c) shall cease immediately, and the
Consulting Period shall end immediately.
In the event the Company terminates the Consulting Agreement for
cause, the Company's obligation to pay Consulting Fees and the vesting of stock
options set forth in paragraph 7 below shall cease immediately, and the
Consulting Period shall end immediately. For purposes of this paragraph,
"cause" shall mean: (i) indictment or conviction of any felony or of any crime
involving dishonesty; (ii) participation in any fraud or act of dishonesty
against the Company; (iii) breach of Xx. Xxxxxxxxxxx'x duties to the Company,
including but not limited to unsatisfactory performance of job duties or
violations of Company policy; (iv) intentional damage to any property of the
Company; (v) conduct by Xx. Xxxxxxxxxxx which, in the good faith and reasonable
determination of the Board, demonstrates gross unfitness to serve; (vi) material
breach of Xx. Xxxxxxxxxxx'x Proprietary Information and Inventions Agreement; or
(vii) material breach of any of the covenants in this Agreement. "Cause" shall
include any single instance of breach of Xx. Xxxxxxxxxxx'x duties as a
consultant, gross violation of Company policy, or other serious misconduct.
4. BONUS. On or about January 2, 1997, the Company will pay Xx.
Xxxxxxxxxxx, as bonus for 1996, seventy-nine thousand five hundred dollars
($79,500), subject to standard deductions and withholdings. Xx. Xxxxxxxxxxx
acknowledges that he is entitled to no additional bonus payments.
5. HEALTH AND INSURANCE BENEFITS. To the extent permitted by the
Company's group health insurance plan and provided Xx. Xxxxxxxxxxx elects COBRA
coverage, the Company will continue Xx. Xxxxxxxxxxx'x health insurance benefits
during the first eighteen (18) months of the Consulting Period; provided,
however, that the Company's obligation to continue such coverage shall cease
immediately if Xx. Xxxxxxxxxxx becomes eligible for other health insurance
benefits at the expense of a new employer or Xx. Xxxxxxxxxxx'x Consulting
Agreement is terminated pursuant to paragraph 3(g). Xx. Xxxxxxxxxxx agrees to
notify a duly authorized officer of the Company, in writing, immediately upon
his acceptance of any such employment. Xx. Xxxxxxxxxxx will be provided with a
separate notice of his COBRA rights. The Company agrees to pay Xx.
Xxxxxxxxxxx'x aggregate quarterly one thousand six hundred dollar ($1,600) life
insurance premium throughout the first eighteen (18) months of the Consulting
Period, unless Xx. Xxxxxxxxxxx becomes eligible for similar life insurance
benefits at the expense of a new employer or Xx. Xxxxxxxxxxx'x Consulting
Agreement is terminated pursuant to paragraph 3(g).
6. RELOCATION BENEFITS. The Company agrees to reimburse Xx. Xxxxxxxxxxx
for his relocation expenses, if any, up to an amount equal to the lowest of
three (3) bids for
4.
relocation of Xx. Xxxxxxxxxxx'x furniture from two (2) sites (Corona del Mar
and furniture presently stored in Indianapolis, Indiana).
7. STOCK OPTIONS. The Company and Xx. Xxxxxxxxxxx acknowledge that the
Company granted Xx. Xxxxxxxxxxx, pursuant to the Company's 1990 Stock Option
Plan, options to purchase an aggregate of five hundred thousand (500,000) shares
of the Company's common stock ("Option Shares"). Both parties acknowledge that,
as of the Separation Date, Xx. Xxxxxxxxxxx has exercised the options as to none
of the Option Shares, is fully vested as to three hundred and sixteen thousand
four hundred and six (316,406) of the Option Shares and unvested as to one
hundred eighty three thousand five hundred and ninety three and eight-tenths
(183,593.8) of the Option Shares. A summary of Xx. Xxxxxxxxxxx'x Option
Activity is attached hereto as Exhibit A. The Company agrees to recommend to
the Board of Directors amendment of all of Xx. Xxxxxxxxxxx'x stock options to
(a) grant outright on January 2, 1997 to Xx. Xxxxxxxxxxx the unvested portion of
his Non-Qualified Stock Option, granted on June 15, 1995, in the amount of
twenty-one thousand ninety three and eight-tenths (21,093.8) Option Shares,
contingent upon Xx. Xxxxxxxxxxx'x full and complete cooperation throughout the
Transition Period and his agreement to perform his obligations throughout the
Consulting Period ; (b) have the unvested portion of his Incentive Stock Option,
granted on December 12, 1995, in the amount of forty-two thousand thirteen
(42,013) Option Shares, continue to vest for twenty-four (24) continuous months
commencing on the Separation Date in accordance with the original terms of such
option; (c) have the unvested portion of his Non-Qualified Stock Option, granted
on December 12, 1995, in the amount of one hundred and twenty thousand four
hundred and eighty seven (120,487) Option Shares, continue to vest for
twenty-four (24) continuous months commencing on the Separation Date in
accordance with the original terms of such option; and (d) provide that all Xx.
Xxxxxxxxxxx'x vested options may be exercised until October 31, 1999. Within 10
days of the Company's recommendation to the Board of Directors, Xx. Xxxxxxxxxxx
will be notified of the decision by the Board of Directors in writing by a duly
authorized officer of the Company. Xx. Xxxxxxxxxxx acknowledges that the
Company's outright grant of his Option Shares as set forth above, may be deemed
a taxable event and that Xx. Xxxxxxxxxxx has been advised by the Company to seek
tax advice in connection therewith. Xx. Xxxxxxxxxxx understands that, after
the amendment set forth above, any Incentive Stock Options (within the meaning
of Section 422 of the Internal Revenue Code) shall be nonstatutory stock
options. Xx. Xxxxxxxxxxx agrees that during the Consulting Period all his
shares of the Company's stock shall be subject to a lock-up in the event of a
public or private offering of the securities of the Company, during which
lock-up Xx. Xxxxxxxxxxx shall not sell or otherwise dispose of any securities of
the Company. Such lock-up period shall be equivalent in duration to the then
effective lock-up to which the Company's Board of Directors and executive
officers are subject and shall be subject to all directors and officers of the
Company agreeing to be so bound.
8. OTHER BENEFITS. Except as expressly provided herein, Xx. Xxxxxxxxxxx
acknowledges that he will not receive (nor is he entitled to) any additional
compensation, severance or benefits (including, but not limited to, disability
insurance).
5.
9. EXPENSE REIMBURSEMENT. Within ten (10) business days after the
Separation Date, Xx. Xxxxxxxxxxx will submit his final documented expense
reimbursement statement reflecting all business expenses he incurred through the
Separation Date, if any, for which he seeks reimbursement. The Company shall
reimburse Xx. Xxxxxxxxxxx'x expenses pursuant to Company policy and regular
business practice.
10. COMPANY PROPERTY. With the exception of the home computer provided by
the Company to Xx. Xxxxxxxxxxx, within ten (10) days after the Separation Date,
Xx. Xxxxxxxxxxx will return to the Company all Company documents (and all copies
thereof) and other Company property in his possession, or his control,
including, but not limited to, Company files, notes, drawings, records, business
plans and forecasts, financial information, specifications, computer-recorded
information, tangible property, credit cards, entry cards, identification badges
and keys; and, any materials of any kind which contain or embody any proprietary
or confidential material of the Company (and all reproductions thereof).
11. PROPRIETARY INFORMATION OBLIGATIONS. In consideration of the
compensation and benefits provided herein, Xx. Xxxxxxxxxxx agrees that he will
continue to be bound by the terms of his Proprietary Information and Inventions
Agreement ("Proprietary Information Agreement"), a copy of which is attached
hereto as Exhibit B.
12. EMPLOYMENT REFERENCES. The Company and Xx. Xxxxxxxxxxx agree to
direct all requests for employment references to Xxxxxx X. Xxxxx, Xxxxx X. Xxxxx
or Xxxx X. Xxxxxxxxx, Director and Secretary. Xx. Xxxxxxxxxxx agrees that he
will execute the Nondisparagement Covenant attached hereto as Exhibit C upon
receipt of copies of the Nondisparagement Covenant executed by the Directors of
the Company. The Company agrees to release an official statement, attached
hereto as Exhibit D, regarding Xx. Xxxxxxxxxxx'x separation from the Company.
13. CONFIDENTIALITY. The provisions of this Agreement shall be held in
strictest confidence by Xx. Xxxxxxxxxxx and the Company and shall not be
publicized or disclosed in any manner whatsoever. Notwithstanding the
prohibition in the preceding sentence: (a) Xx. Xxxxxxxxxxx may disclose this
Agreement, in confidence, to his immediate family; (b) the parties may disclose
this Agreement in confidence to their respective attorneys, accountants,
auditors, tax preparers, and financial advisors; (c) the Company may disclose
this Agreement as necessary to fulfill standard or legally required corporate
reporting or disclosure requirements; and (d) the parties may disclose this
Agreement insofar as such disclosure may be necessary to enforce its terms or as
otherwise required by law.
14. CONFIDENTIAL ARBITRATION. To ensure rapid and economical resolution
of any and all disputes which may arise in connection with this Agreement, Xx.
Xxxxxxxxxxx and the Company agree that any and all disputes, claims, causes of
action, in law or equity, arising from or relating to this Agreement or its
enforcement, performance, breach, or interpretation, shall be resolved by final
and binding confidential arbitration held in Orange County, California through
Judicial Arbitration & Mediation Services/Endispute, Inc. ("JAMS") under the
then existing
6.
JAMS rules of Practice and Procedure. Any such arbitration shall be
conducted in the utmost secrecy. Nothing in this paragraph is intended to
prevent either Xx. Xxxxxxxxxxx or the Company from obtaining injunctive
relief in court to prevent irreparable harm pending the conclusion of such
arbitration.
15. RELEASE OF CLAIMS. Except as otherwise set forth in this Agreement,
Xx. Xxxxxxxxxxx hereby releases, acquits and forever discharges the Company, its
officers, directors, agents, attorneys, servants, employees, shareholders,
successors, assigns and affiliates, of and from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys' fees, damages,
indemnities and obligations of every kind and nature, in law, equity, or
otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way related to agreements, events, acts or
conduct at any time prior to and including the execution date hereof, including
but not limited to: any and all such claims and demands directly or indirectly
arising out of or in any way connected with Xx. Xxxxxxxxxxx'x employment with
the Company or the termination of that employment; claims or demands related to
salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
sabbatical benefits, severance benefits, or any other form of compensation;
claims pursuant to any federal, state, local law, statute or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as amended;
the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA");
the federal Americans with Disabilities Act of 1990; the California Fair
Employment and Housing Act, as amended; tort law; contract law; wrongful
discharge; discrimination; fraud; defamation; harassment; emotional distress;
and breach of the implied covenant of good faith and fair dealing.
16. ADEA WAIVER. Xx. Xxxxxxxxxxx acknowledges that he is knowingly and
voluntarily waiving and releasing any rights he may have under the ADEA. He
also acknowledges that the consideration given for the waiver in the above
paragraph is in addition to anything of value to which he was already entitled.
He further acknowledges that he has been advised by this writing that: (a) his
waiver and release do not apply to any claims that may arise after he signs this
Agreement; (b) he has the right to consult with an attorney prior to executing
this Agreement; (c) he has twenty-one (21) days within which to consider this
Agreement (although he may choose to voluntarily execute this Agreement
earlier); (d) he has seven (7) days following the execution of this Agreement to
revoke the Agreement; (e) this Agreement shall not be effective until the date
upon which the revocation period has expired, which shall be the eighth day
after this Agreement is executed by Xx. Xxxxxxxxxxx, provided that the Company
has also signed the Agreement by that date ("Effective Date").
17. SECTION 1542 WAIVER. Xx. Xxxxxxxxxxx acknowledges that he has read
and understands Section 1542 of the Civil Code of the State of California which
reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
7.
Xx. Xxxxxxxxxxx hereby expressly waives and relinquishes all rights and benefits
under that section and any law or legal principle of similar effect in any
jurisdiction with respect to the release of unknown and unsuspected claims
granted in this Agreement.
18. ENTIRE AGREEMENT. This Agreement, including Exhibits A, B, C and D,
constitutes the complete, final and exclusive embodiment of the entire agreement
between Xx. Xxxxxxxxxxx and the Company with regard to the subject matter
hereof. It supersedes any and all employment agreements, including, without
limitation, paragraph 5(b) of Xx. Xxxxxxxxxxx'x employment agreement, entered
into by and between Xx. Xxxxxxxxxxx and the Company. It is entered into without
reliance on any promise or representation, written or oral, other than those
expressly contained herein. It may not be modified except in a writing signed
by Xx. Xxxxxxxxxxx and a duly authorized officer of the Company. Each party has
carefully read this Agreement, has been afforded the opportunity to be advised
of its meaning and consequences by his or its respective attorneys, and signed
the same of his or its own free will.
19. SUCCESSORS AND ASSIGNS. This Agreement shall bind the heirs, personal
representatives, successors, assigns, executors, and administrators of each
party, and inure to the benefit of each party, its heirs, successors and
assigns.
20. WARRANTIES. Xx. Xxxxxxxxxxx warrants and represents that there are no
liens or claims of lien or assignments in law or equity or otherwise on or
against any of the claims or causes of action released herein, and, further,
that Xx. Xxxxxxxxxxx is fully entitled and duly authorized to give this complete
and final general release and discharge.
21. APPLICABLE LAW. This Agreement shall be deemed to have been entered
into and shall be construed and enforced in accordance with the laws of the
State of California as applied to contracts made and to be performed entirely
within California.
22. SEVERABILITY. If a court of competent jurisdiction determines that
any term or provision of this Agreement is invalid or unenforceable, in whole or
in part, then the remaining terms and provisions hereof shall be unimpaired.
Such court will have the authority to modify or replace the invalid or
unenforceable term or provision with a valid and enforceable term or provision
that most accurately represents the parties' intention with respect to the
invalid or unenforceable term or provision.
23. PARAGRAPH HEADINGS. The paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
24. COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, all of which together shall
constitute one and the same instrument.
8.
IN WITNESS WHEREOF, the parties have duly authorized and caused this
Agreement to be executed as follows:
XXXXXX X. XXXXXXXXXXX, COCENSYS, INC.,
an individual a corporation
/s/ Xxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
__________________________ _______________________________
Xxxxxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxx
Chairman of the Board
Date: November 1, 1996 Date: November 1, 1996
9.
EXHIBIT A
OPTION SUMMARY
COCENSYS
OPTIONEE ACTIVITY FOR XX. XXXXXX X. XXXXXXXXXXX
ALL TYPES - ALL PLANS, ALL GRANTS, AS OF THURSDAY, OCTOBER 31, 1996
OPTION HOLDER NAME GRANT SUBJECT TO EXPIRED OR
PLAN / NEXT VEST GRANT NO. TYPE DATE SHARES PRICE VESTED EXERCISED REPURCHASE CANCELLED
-------------------------- --------- ----- -------- --------- -------- --------- ---------- ---------- -----------
Xxxxxxxxxxx, Xxxxxx X. (Tax ID:###-##-####) - Form 144
0000 Xxxxx Xxx Xxx
Xxxxxx Xxx Xxx, XX 00000
9 ISO 10/01/91 220,000.0 $0.125 220,000.0 0.0 0 0.0
1990 Plan / Fully Vested
24 ISO 10/20/92 80,000.0 $0.50 80,000.0 0.0 0 0.0
1990 Plan / Fully Vested
199 NQ 06/15/95 37,500.0 $3.875 16,406.3 0.0 0 0.0
1990 Plan / Next Vest: 781 - 11/01/96
269 ISO 12/12/95 42,813.0 $7.00 0.0 0.0 0 0.0
1990 Plan / Next Vest: 10,503 - 12/12/96
276 NQ 12/12/96 120,487.0 $7.00 0.0 0.0 0 0.0
1990 Plan / Next Vest: 30,171 - 12/12/96
--------- --------- --------- -------- --------- ----------
Totals for Xxxxxxxxxxx, Xxxxxx X.: 500,000.0 ($2.700625) 316,406.3 0.0 0 0.0
------------------------------------------------------------------------------------------------------------------------
OPTION HOLDER NAME OUTSTANDING OUTSTANDING
PLAN / NEXT VEST OUTSTANDING UN-VESTED EXERCISABLE
-------------------------- ----------- ----------- -----------
Xxxxxxxxxxx, Xxxxxx X. (Tax ID:DSS-32-2339) - Form 144
0000 Xxxxx Xxx Xxx
Xxxxxx Xxx Xxx, XX 00000
220,000.0 0.0 220,000
1990 Plan / Fully Vested
80,000.0 0.0 80,000
1990 Plan / Fully Vested
37,500.0 21,093.0 16,406
1990 Plan / Next Vest: 781 - 11/01/96
42,013.0 42,013.0 0
1990 Plan / Next Vest: 10,503 - 12/12/96
120,487.0 120,487.0 0
1990 Plan / Next Vest: 30,121 - 12/12/96
----------- ----------- -----------
Totals for Xxxxxxxxxxx, Xxxxxx X.: 500,000.0 183,593.0 316,406
-----------------------------------------------------------------------------------------
If your employment is terminated, all un-vested shares as of the date of
termination are automatically cancelled. Numbers in braces [] represent
Weighted Average Price per Share.
)) Prices and Shares restated to account for the following Split in Common:
Date: 01/23/93 Ratio: 2 for 1 Cumulative Ratio: 2,000000000
Page 2
COCENSYS
OPTIONEE ACTIVITY FOR XX. XXXXXX X. XXXXXXXXXXX
ALL TYPES - ALL PLANS, ALL GRANTS, AS OF THURSDAY, OCTOBER 31, 1996
Xx. Xxxxxx X. Xxxxxxxxxxx--------------------------------------------------------------------------------
0000 Xxxxx Xxx Xxx
Xxxxxx Xxx Xxx, XX 00000
Tax ID: ###-##-####
Form 14A
Hired 10/01/1991
------------------------------------- Grant Number 9 ---------------------------------------------
Type : ISO
Date : 10/01/1991
Plan : 1990 Stock Option Plan
Class: Common
Shares Price Dollar Amount Fair Market Value Dollar Amount @ FMV
220,000.00 $0.125 $27,500.00 N/A N/A
Vesting Based on: 1/48th per month from Vesting Commencement Date
Vesting Begins on: 09/30/1992
Period Shares Vesting Vesting in Last Date
Full Vest Over the Period Period Occurs to Exercise
---------- --------------- ------------- ------------
Waiting Period 09/30/1992 55,000.00 End of Period 09/30/2001
Period 1 09/30/1993 55,000.00 Monthly 09/30/2001
Period 2 09/30/1994 55,000.00 Monthly 09/30/2001
*Period 3 09/30/1995 55,000.00 Monthly 09/30/2001
Vested to date: 220,000
* Fully Vested
----------------------------------------- Exercises ------------------------------------------------
NONE
------------------------------------------ Terminations ---------------------------------------------
NONE
--------------------------------- Totals for Grant Number 9 as of 10/31/1996 ------------------------
Shares Dollars Dollars
Granted-------------------220,000 $ 27,500.00 Exercise Compensation---------$ 0.0
Exercised-----------------------0 $ 0.00 Exercise Taxes----------------$ 0.0
Expired (Vested)----------------0 $ 0.00
Cancelled (Un-Vested)-----------0 $ 0.00
---------------------------------------------------------
Outstanding---------------220,000 $ 27,500.00
Outstanding Un-Vested-----------0 $ 0.00
Outstanding Exercisable---220,000 $ 27,500.00 Last Date to Exercise: 09/30/2001
COCENSYS
OPTIONEE ACTIVITY FOR XX. XXXXXX X. XXXXXXXXXXX
ALL TYPES - ALL PLANS, ALL GRANTS, AS OF THURSDAY, OCTOBER 31, 1996
Xx. Xxxxxx X. Xxxxxxxxxxx continued...
------------------------------------ Grant Number 24 -----------------------------------------------
Type : ISO
Date : 10/20/1992
Plan : 1990 Stock Option Plan
Class: Common
Shares Price Dollar Amount Fair Market Value Dollar Amount @ FMV
80,000.00 $0.50 $40,000.00 N/A N/A
Vesting Based on: 1/48th per month from Vesting Commencement Date
Vesting Begins on: 10/20/1992
Period Shares Vesting Vesting in Last Date
Full Vest Over the Period Period Occurs to Exercise
---------- --------------- ------------- ------------
Waiting Period NONE
Period 1 10/20/1993 20,000.00 Monthly 10/19/2002
Period 2 10/20/1994 20,000.00 Monthly 10/19/2002
Period 3 10/20/1995 20,000.00 Monthly 10/19/2002
*Period 4 10/20/1996 20,000.00 Monthly 10/19/2002
Vested to date: 80,000
* Fully Vested
----------------------------------------- Exercises ------------------------------------------------
NONE
----------------------------------------- Terminations ---------------------------------------------
NONE
--------------------------------- Totals for Grant Number 24 as of 10/31/1996 ------------------------
Shares Dollars Dollars
Granted--------------------80,000 $ 40,000.00 Exercise Compensation---------$ 0.0
Exercised-----------------------0 $ 0.00 Exercise Taxes----------------$ 0.0
Expired (Vested)----------------0 $ 0.00
Cancelled (Un-Vested)-----------0 $ 0.00
---------------------------------------------------------
Outstanding----------------80,000 $ 40,000.00
Outstanding Un-Vested-----------0 $ 0.00
Outstanding Exercisable----80,000 $ 40,000.00 Last Date to Exercise: 10/19/2002
Page 3
COCENSYS
OPTIONEE ACTIVITY FOR XX. XXXXXX X. XXXXXXXXXXX
ALL TYPES - ALL PLANS, ALL GRANTS, AS OF THURSDAY, OCTOBER 31, 1996
Xx. Xxxxxx X. Xxxxxxxxxxx continued...
------------------------------------ Grant Number 199 -----------------------------------------------
Type : Non Qual
Date : 06/15/1995
Plan : 1990 Stock Option Plan
Class: Common
Shares Price Dollar Amount Fair Market Value Dollar Amount @ FMV
37,500.00 $3.875 $145,312.50 $4.625 $173,437.50
Vesting Based on: 25% 1year from vest date. 1/36 each month thereafter ("STD")
Vesting Begins on: 01/01/1995
Period Shares Vesting Vesting in Last Date
Full Vest Over the Period Period Occurs to Exercise
---------- --------------- ------------- ------------
Waiting Period 01/01/1996 0.00 End of Period 06/14/2005
Period 1 01/01/1996 9,375.00 End of Period 06/14/2005
*Period 2 01/01/1999 28,125.00 Monthly 06/14/2005
Vested to date: 16,406.25
* Next Vest: 781 Shares on 11/01/1996
----------------------------------------- Exercises ------------------------------------------------
NONE
----------------------------------------- Terminations ---------------------------------------------
NONE
--------------------------------- Totals for Grant Number 199 as of 10/31/1996------------------------
Shares Dollars Dollars
Granted--------------------37,500 $ 145,312.50 Exercise Compensation---------$ 0.0
Exercised-----------------------0 $ 0.00 Exercise Taxes----------------$ 0.0
Expired (Vested)----------------0 $ 0.00
Cancelled (Un-Vested)-----------0 $ 0.00
---------------------------------------------------------
Outstanding----------------37,500 $ 145,312.50
Outstanding Un-Vested------21,093.750 $ 81,738.28
Outstanding Exercisable----16,406 $ 63,573.25 Last Date to Exercise: 06/14/2005
------------------------------------ Grant Number 269 -----------------------------------------------
Type : ISO
Date : 12/12/1995
Plan : 1990 Stock Option Plan
Class: Common
Shares Price Dollar Amount Fair Market Value Dollar Amount @ FMV
42,013.00 $7.00 $294,091.00 $7.00 $294,091.00
Page 4
COCENSYS
OPTIONEE ACTIVITY FOR XX. XXXXXX X. XXXXXXXXXXX
ALL TYPES - ALL PLANS, ALL GRANTS, AS OF THURSDAY, OCTOBER 31, 1996
Grant Number 269 for Xx. Xxxxxx X. Xxxxxxxxxxx continued...
Vesting Based on: 25% 1year from vest date. 1/36 each month thereafter ("STD")
Vesting Begins on: 12/12/1995
Period Shares Vesting Vesting in Last Date
Full Vest Over the Period Period Occurs to Exercise
---------- --------------- ------------- ------------
Waiting Period NONE
*Period 1 12/12/1996 10,503.25 End of Period 12/11/2005
Period 2 12/12/1999 31,509.75 Monthly 12/11/2005
Vested to date: 0
* Next Vest: 10.503 Shares on 12/12/1996
----------------------------------------- Exercises ------------------------------------------------
NONE
----------------------------------------- Terminations ---------------------------------------------
NONE
--------------------------------- Totals for Grant Number 269 as of 10/31/1996----------------------
Shares Dollars Dollars
Granted--------------------42,013 $ 294,091.00 Exercise Compensation---------$ 0.0
Exercised-----------------------0 $ 0.00 Exercise Taxes----------------$ 0.0
Expired (Vested)----------------0 $ 0.00
Cancelled (Un-Vested)-----------0 $ 0.00
---------------------------------------------------------
Outstanding----------------42,013 $ 294,091.00
Outstanding Un-Vested------42,013 $ 294,091.00
Outstanding Exercisable---------0 $ 0.00
------------------------------------ Grant Number 276 -----------------------------------------------
Type : Non Qual
Date : 12/12/1995
Plan : 1990 Stock Option Plan
Class: Common
Shares Price Dollar Amount Fair Market Value Dollar Amount @ FMV
120,487.00 $7.00 $843,409.00 $7.00 $843,409.00
Page 5
COCENSYS
OPTIONEE ACTIVITY FOR XX. XXXXXX X. XXXXXXXXXXX
ALL TYPES - ALL PLANS, ALL GRANTS, AS OF THURSDAY, OCTOBER 31, 1996
Grant Number 276 for Xx. Xxxxxx X. Xxxxxxxxxxx continued...
Vesting Based on: 25% 1year from vest date. 1/36 each month thereafter ("STD")
Vesting Begins on: 12/12/1995
Period Shares Vesting Vesting in Last Date
Full Vest Over the Period Period Occurs to Exercise
---------- --------------- ------------- ------------
Waiting Period NONE
*Period 1 12/12/1996 30,121.75 End of Period 12/11/2005
Period 2 12/12/1999 90,366.25 Monthly 12/11/2005
Vested to date: 0
* Next Vest: 30.121 Shares on 12/12/1996
----------------------------------------- Exercises ------------------------------------------------
NONE
----------------------------------------- Terminations ---------------------------------------------
NONE
--------------------------------- Totals for Grant Number 276 as of 10/31/1996 ------------------------
Shares Dollars Dollars
Granted-------------------120,487 $ 843,409.00 Exercise Compensation---------$ 0.0
Exercised-----------------------0 $ 0.00 Exercise Taxes----------------$ 0.0
Expired (Vested)----------------0 $ 0.00
Cancelled (Un-Vested)-----------0 $ 0.00
---------------------------------------------------------
Outstanding---------------120,487 $ 843,409.00
Outstanding Un-Vested-----120,487 $ 843,409.00
Outstanding Exercisable---------0 $ 0.00
--------------------------------- Totals for Xx. Xxxxxx X. Xxxxxxxxxxx as of 10/31/996 ------------------------
Shares Dollars Dollars
Granted-------------------500,000 $ 1,350,312.50 Exercise Compensation---------$ 0.0
Exercised-----------------------0 $ 0.00 Exercise Taxes----------------$ 0.0
Expired (Vested)----------------0 $ 0.00
Cancelled (Un-Vested)-----------0 $ 0.00
---------------------------------------------------------
Outstanding---------------500,000 $ 1,350,312.50
Outstanding Un-Vested-----183,593.750 $ 1,219,238.28
Outstanding Exercisable---316,406 $ 131,073.25
)) Prices and Shares restated to account for the following Split in Common:
Date: 01/23/1993 Ratio: 2 for 1 Cumulative Ratio: 2.000000000
EXHIBIT B
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
[Logo] CoCensys
PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT
As an employee of CoCensys, Inc., its subsidiary or its affiliate
(together, the "Company"), and as a condition of my employment by the Company
and in consideration of my employment, or continued employment by the Company
and the compensation now and hereafter paid to me, I agree to the following:
1. MAINTAINING CONFIDENTIAL INFORMATION.
(a) COMPANY INFORMATION. I agree at all times during the term of my
employment and thereafter to hold in strictest confidence, and not to use,
except for the benefit of the Company, or to disclose to any person, firm or
corporation, without the written authorization of the Board of Directors of
the Company, any trade secrets, confidential knowledge, data or other
proprietary information of the Company. By way of illustration and not
limitation, such proprietary information shall include tangible and
intangible information relating to antibodies and other biological materials,
cell lines, samples of assay components, media and/or cell lines and
procedures and formulations for producing any such assay components, media
and/or cell lines, formulations, products, processes, know-how, designs,
formulas, methods, developmental or experimental work, improvements,
discoveries, plans for research, new products, marketing and selling,
business plans, budgets and unpublished financial statements, licenses,
prices and costs, suppliers and customers, and information regarding the
skills and compensation of other employees of the Company.
(b) FORMER EMPLOYER INFORMATION. I agree that I will not, during my
employment with the Company, improperly use or disclose any proprietary
information or trade secrets of my former or concurrent employers or
companies, if any, and that I will not bring onto the premises of the Company
any unpublished documents or any property belonging to my former or
concurrent employers or companies unless consented to in writing by said
employers or companies.
(c) THIRD PARTY INFORMATION. I recognize that the Company has received
and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain
the confidentiality of such information and, in some cases, to use it only
for certain limited purposes. I agree that I owe the Company and such third
parties, both during the term of my employment and thereafter, a duty to
hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation (except
in a manner that is consistent with the Company's agreement with the third
party) or use it for the benefit of anyone other than the Company or such
third party (consistent with the Company's agreement with the third party).
2. ASSIGNMENT OF INVENTIONS AND ORIGINAL WORKS.
(a) INVENTIONS AND ORIGINAL WORKS RETAINED BY ME. I have attached hereto
as Exhibit A a complete list of all inventions, original works of authorship,
developments, improvements, and trade secrets that I have, alone or jointly
with others, conceived, developed or reduced to practice or caused to be
conceived, developed or reduced to practice prior to the commencement of my
employment with the Company, that I consider to be my property or the
property of third parties and that I wish to have excluded from the scope of
this Agreement. If disclosure of an item on Exhibit A would cause me to
violate any prior confidentiality agreement, I understand that I am not to
list such in Exhibit A but am to inform the Company that all items have not
been listed for that reason. A space is provided on Exhibit A for such
purpose. If no list is attached, I represent that there are no such items.
(b) INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE COMPANY. I agree that
I will make prompt written disclosure to the Company, will hold trust for the
sole right and benefit of the Company, and hereby assign to the Company all
my right, title and interest in and to any ideas, inventions, compositions of
matter, original works of authorship, developments, improvements or trade
secrets which I may solely or jointly conceive or reduce to practice, or
cause to be conceived or reduced to practice, during the period of my
employment with the Company. I recognize that this Agreement does not require
assignment of any invention which qualifies fully for protection under
Section 2870 of the California Labor Code (hereinafter "Section 2870"), which
provides as follows:
(1) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either:
(i) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer; or
(ii) Result from any work performed by the employee for the employer.
2
(2) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (1), the provision is
against the public policy of this state and is unenforceable.
I acknowledge that all original works of authorship which are made
by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works made
for hire," as that term is defined in the United States Copyright
Act (17 U.S.C., Section 101).
(c) INVENTIONS AND ORIGINAL WORKS ASSIGNED TO THE UNITED STATES. I agree
to assign to the United States government all my right, title and interest in
and to any and all inventions, original works of authorship, developments,
improvements or trade secrets whenever full title to same is required to be
in the United States by a contract between the Company and the United States
or any of its agencies.
(d) OBTAINING LETTERS PATENT, COPYRIGHT REGISTRATIONS AND OTHER
PROTECTIONS. I will assist the Company in every proper way to obtain and
enforce United States and foreign proprietary rights relating to any and all
inventions, original works or authorship, developments, improvements or trade
secrets of the Company in any and all countries. To that end I will execute,
verify and deliver such documents and perform such other acts (including
appearing as a witness) the Company may reasonably request for use in
applying for, obtaining, perfecting, evidencing, sustaining and enforcing
such proprietary rights and the assignment thereof. In addition, I will
execute, verify and deliver assignments of such proprietary rights to the
Company or its designee. My obligation to assist the Company with respect to
proprietary rights in any and all countries shall continue beyond the
termination of my employment, but the Company shall compensate me at a
reasonable rate after my termination for the time actually spent by me at the
Company's request on such assistance.
In the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent
and attorney in fact, to act for and in my behalf to execute, verify and file
any such documents and to do all other lawfully permitted acts to further the
purposes of the preceding paragraph with the same legal force and effect as
if executed by me. I hereby waive and quitclaim to the Company any and all
claims of any nature whatsoever which I now or may hereafter have for
infringement of any proprietary rights assigned to the Company.
(e) OBLIGATION TO KEEP THE COMPANY INFORMED. In addition to my
obligations under paragraph 2(b) above, during the period of my employment
and for one year after termination of my employment for any reason, I will
promptly disclose to the Company
3
fully and in writing all patent applications filed by me or on my behalf. At
the time of each such disclosure, I will advise the Company in writing of any
inventions that I believe fully qualify for protection under Section 2870;
and I will at that time provide to the Company in writing all evidence
necessary to substantiate that belief. I understand that the Company will
keep in confidence and will not disclose to third parties without my consent
any proprietary information disclosed in writing to the Company pursuant to
this Agreement relating to inventions that qualify fully for protection
under the provisions of Section 2870. I will preserve the confidentiality of
any invention that does not qualify fully for protection under Section 2870.
I agree to keep and maintain adequate and current records (in the form of
notes, sketches, drawings and in any other form that may be required by the
Company) of all proprietary information developed by me and all inventions
made by me during the period of my employment at the Company, which records
shall be available to and remain the sole property of the Company at all
times.
3. NO CONFLICTING EMPLOYMENT; NO INDUCEMENT OF OTHER EMPLOYEES OR
SOLICITATION OF CUSTOMERS.
I agree that during the period of my employment by the Company I will
not, without the Company's express written consent, engage in any other
employment or business activity directly related to the business in which the
Company is now involved or becomes involved, nor will I engage in any other
activities which conflict with my obligations to the Company. For the period
of my employment by the Company and for one (1) year after the date of
termination of my employment by the Company I will not (i) induce any
employee of the Company to leave the employ of the Company or (ii) solicit
the business of any client or customer of the Company (other than on behalf
of the Company).
4. NO CONFLICTING OBLIGATIONS.
I represent that my performance of all the terms of this Agreement and
as an employee of the Company does not and will not breach any agreement to
keep in confidence information acquired by me in confidence or in trust prior
to my employment by the Company. I have not entered into, and I agree I will
not enter into, any agreement either written or oral in conflict herewith.
5. RETURN OF COMPANY DOCUMENTS.
When I leave the employ of the Company, I will deliver to the Company
(and will not keep in my possession, recreate or deliver to anyone else) any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints,
4
sketches, materials, equipment, other documents or property, together with
all copies thereof (in whatever medium recorded) belonging to the Company,
its successors or assigns. I further agree that any property situated on the
Company's premises and owned by the Company, including disks and other
storage media, filing cabinets or other work areas, is subject to inspection
by Company personnel at any time with or without notice. Prior to leaving, I
will cooperate with the Company in completing and signing the Company's
termination statement for technical and management personnel.
6. NOTIFICATION OF NEW EMPLOYER.
In the event that I leave the employ of the Company, I hereby consent to
the notification of my new employer of my rights and obligations under this
Agreement.
7. LEGAL AND EQUITABLE REMEDIES.
Because my services are personal and unique and because I may have
access to and become acquainted with the proprietary information of the
Company, the Company shall have the right to enforce this Agreement and any
of its provisions by injunction, specific performance or other equitable
relief, without bond, without prejudice to any other rights and remedies that
the Company may have for a breach of this Agreement.
8. GENERAL PROVISIONS.
(a) NOT AN EMPLOYMENT CONTRACT. I agree and understand that nothing in
this Agreement shall confer any right with respect to continuation of
employment by the Company, nor shall it interfere in any way with my right or
the Company's right to terminate my employment at any time, with or without
cause.
(b) GOVERNING LAW: CONSENT TO PERSONAL JURISDICTION. This Agreement will
be governed by and construed according to the laws of the State of
California. I hereby expressly consent to the personal jurisdiction of the
state and federal courts located in California for any lawsuit filed there
against me by the Company arising from or relating to this Agreement.
(c) ENTIRE AGREEMENT. This Agreement sets forth the final, complete and
exclusive agreement and understanding between the Company and me relating to
the subject matter hereof and merges all prior discussions between us. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing and signed by both
the Company and me. Any subsequent change or changes in my duties, salary or
compensation will not affect the validity or scope of this Agreement.
5
(d) SEVERABILITY. If one or more of the provisions in this Agreement are
deemed unenforceable by law, then the remaining provisions will continue in
full force and effect.
(e) SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors and its assigns.
(f) SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the
Company to any successor in interest or other assignee.
(g) WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any proceeding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of
any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.
This Agreement shall be effective as of the first day of my employment
with the Company, namely: _________________________, 19___.
6
I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I
MAKE DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE
COMPANY'S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Dated: , 19 . -------------------------------
---------------------- -- Signature
-------------------------------
Name of Employee
-------------------------------
Address
-------------------------------
ACCEPTED AND AGREED TO:
COCENSYS,INC.
By:
-------------------------------
Authorized Signatory
7
EXHIBIT A
COCENSYS,INC.
-----------------------------
-----------------------------
Gentlemen:
1. The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by CoCensys, Inc. (the
"Company") that have been made or conceived or first reduced to practice by
me alone or jointly with others prior to my engagement by the Company:
/ / No inventions or improvements
/ / See below
--------------------------------------------------------------------
/ / Due to confidentiality agreements with a prior employer, I cannot
disclose certain inventions that would otherwise be included on the
above-described list
/ / Additional sheets attached
2. I propose to bring to my employment the following devices, materials
and documents of a former employer or other person to whom I have an
obligation of confidentiality that are not generally available to the public,
which materials and documents may be used in my employment pursuant to the
express written authorization of my former employer or such other person (a
copy of which is attached hereto):
/ / No inventions or improvements
/ / See below
-------------------------------------------------------------------
/ / Additional sheets attached
Date: , 19 Very truly yours,
----------------------- ---
-------------------------
Employee
8
EXHIBIT C
NONDISPARAGEMENT COVENANT
NONDISPARAGEMENT COVENANT
The undersigned hereby agree that neither will at any time disparage the
other in any manner likely to be harmful to the other, their business
reputation, or the personal or business reputation of the other's directors,
shareholders, agents and employees. The Company shall limit its
response to requests for information regarding Xx. Xxxxxxxxxxx to the
official statement (see Exhibit C to the Separation and Consulting Agreement).
Individual directors shall make no comment beyond the contents of the official
statement in response to requests for information regarding Xx. Xxxxxxxxxxx.
The undersigned acknowledge and understand that all requests for employment
references for Mr. Korpolinksi shall be referred to the individuals
designated in paragraph 12 of the Separation and Consulting Agreement to
respond to such inquiries. The undersigned acknowledge that each party shall
respond accurately and fully to any questions, inquiry, or request for
information made in connection with the separation agreement entered into by
and between Xxxxxx X. Xxxxxxxxxxx and CoCensys, Inc. when required by legal
process or when necessary to fulfill standard or legally required corporate
reporting or disclosure requirements.
---------------------------------- ------------------------------------
Xxxxxx X. Xxxxxxxxxxx
------------------- November 1, 1996
Date
EXHIBIT D
OFFICIAL STATEMENT
[Logo] COCENSYS [Letterhead]
CONTACT: Xxxxx X. Xxxxxx Xxxxxxx Xxxxxx
Vice President, Chief Financial Officer Communications Director
(000) 000-0000
Xxxxxx Xxxxx, MD
Executive Vice President Research & Development
(000) 000-0000
Xxxxx X.X. Xxx, MD, PhD
Executive Vice President Research & Development
(000) 000-0000
FOR IMMEDIATE RELEASE
COCENSYS CEO KORPOLINSKI LEAVES TO LEAD SPIN-OFF VENTURE
IRVINE, California/PR Newswire/Oct. 30, 1996 - CoCensys, Inc. (Nasdaq: COCN)
announced today that it is participating in a new disease management venture.
To lead this venture, Xxxxxx X. Xxxxxxxxxxx has stepped down as Chief
Executive Officer and a Board member of CoCensys, effective immediately.
Regarding the new venture, Xxxxxx Xxxxx, Chairman of the Board of CoCensys,
remarked, "Disease management represents a significant future business
opportunity in which the company has developed an asset base. Although not
core to the company's current efforts, it warrants pursuing. Xxx has been a
champion and visionary for this concept and will now lead it as a dedicated
effort. He has made numerous contributions to the company over the past five
years and will be missed, but we look forward to the success of this venture."
"As health care in the United States changes, and as our population continues
to age, third-party payors are going to require greater efficiencies and
accountabilities, " Korpolinski said, "Our objective with this new venture is
to pull together the key players. By making existing technologies available
to patients, physicians, administrators and payors, we believe we can
streamline processes and improve care. But we need to act soon, and I'm
excited to have the opportunity to create this type of comprehensive disease
management company."
Pending the appointment of a new chief executive officer for CoCensys, the
company has formed an Office of the President that will report to the Board
of Directors and will be responsible for the day-to-day operations of the
company. The members of the Office of the President are Xxxxx X. X. Xxx,
M.D., Ph.D., Executive Vice President of Research & Development; Xxxxxx
Xxxxx, M.D., Senior Vice President of Drug Discovery; and Xxxxx X. Xxxxxx,
Vice President and Chief Financial Officer. Sears expressed confidence in
the Office of the President, remarking that "Under David's, Xxxxxx'x and
Peter's combined leadership, the company is well positioned to pursue
vigorously its pipeline of breakthrough therapeutic products for central
nervous system disorders."
-- More --
In addition, the company announced the promotion of Xxxx Xxxxxx, Vice
President of Sales and Marketing, to President of CoCensys' newly formed
Sales and Marketing Division. Regarding Xxxxxx'x appointment, Sears said,
"Xxxx has built a high caliber organization targeting the company's CNS
markets with co-promoted pharmaceutical products, and we look forward to his
team's continued contribution to CoCensys as he assumes this new position."
CoCensys is a biopharmaceutical company that discovers, develops and markets
products to treat neurological and psychiatric disorders. The company's
product development programs focus on two novel, proprietary classes of
compounds: Epslons, to treat epilepsy, anxiety and sleep disorders; and
excitatory amino acid (EAA) receptor antagonists to treat stroke, traumatic
brain injury, epilepsy and Xxxxxxxxx'x disease. Through its co-promotion
alliances with Xxxxx-Xxxxx, Somerset Pharmaceuticals and Ciba-Geigy, CoCensys
also markets several CNS products to neurologists and psychiatrists,
including Cognex-registration xxxx- for the treatment of Alzheimer's disease,
Eldepryl-registration xxxx- for Xxxxxxxxx'x disease, Anafranil-registration
xxxx- for obsessive compulsive disorder, and Tofranil-registration xxxx- and
Tofranil-PM-registration xxxx- for depression.
###
October 30, 1996
Board of Directors of CoCensys, Inc.:
I hereby resign my position as President, Chief Executive Officer and as a
member of the Board of Directors of CoCensys, Inc., effective October 30,
1996.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
