Exhibit 10.24
Amendment to Employment Agreement, dated as of February 27,
2004 (this "Agreement"), among Memory Pharmaceuticals Corp., a
Delaware corporation (the "Company") and Axel Unterbeck (the
"Executive")
The Executive and the Company entered into a Employment Agreement
dated as of January 5, 1998 (the "Original Employment Agreement").
The Original Employment Agreement was amended by a letter agreement
dated as of November 12, 1999, March 4, 2002 and August 20, 2002, each between
the Company and the Executive (the Original Employment Agreement as amended by
such amendments is referred to as the "Existing Employment Agreement").
The Executive and the Company desire to further amend the Existing
Employment Agreement as set forth herein (the Existing Employment Agreement as
amended by this Agreement shall hereinafter be the "Employment Agreement").
In consideration of the premises and the mutual covenants and
agreements hereinafter contained the receipt and sufficiency of which is
acknowledged, the parties agree as follows:
1. Definitions; Conflicts. Unless otherwise specified, all
capitalized terms used but not defined in this Agreement have the meanings
ascribed to such terms in the Existing Employment Agreement. Except as
specifically amended by this Agreement, the Existing Employment Agreement
remains in full force and effect. Wherever the terms of this Agreement and the
Existing Employment Agreement conflict, this Agreement shall control.
2. Amendments to Existing Employment Agreement. The Existing
Employment Agreement shall be amended as follows:
a. Section 3(c) is hereby deleted in its entirety, and in lieu
thereof, there is substituted the following:
"(c) Annual Bonus. You will be eligible to receive annual
bonus payments dependent on the performance of the Company and
your individual performance, subject to the discretion of the
Board of Directors. Your target bonus will be equal to
___________ (__%) of your base salary, assuming the
achievement of such Company and individual performance
objectives."
b. Section 7(c) is hereby deleted in its entirety, and in lieu
thereof, there is substituted the following:
"(c) Severance. Upon termination for any reason, the Company
will pay you within two weeks of such termination, your
current base salary earned through the
termination date, plus accrued vacation, if any, and other
benefits or payments, if any, to which you are entitled. In
the event you are terminated by the Company, without Cause,
then the Company will continue to pay you your bi-weekly rate
in effect at the time of termination and provide and pay the
Company's portion of your medical, dental, life and disability
insurance for a period of six (6) months. Further, for the
period commencing seven months following such termination and
ending twelve months after such termination, the Company will
continue to pay you your bi-weekly rate in effect at the time
of termination and provide and pay the Company's portion of
your medical, dental, life and disability insurance, except
that such severance payments made to you during this period
will be reduced by all 1099 and W-2 income earned or received
by you during such period, including income earned or received
from consulting services or temporary employment, and the
Company's payments for your medical, dental, life and
disability insurance will terminate when you have such
coverage through any new employer before the end of the twelve
month period following your termination. The Company will
reconcile such payments with you quarterly, and any additional
payments owed to you by the Company, and any payments owed to
the Company by you, will be paid respectively within two weeks
following such reconciliation period. In addition, if you were
terminated by the Company without Cause, you will be entitled
to accelerated vesting of twenty-five percent (25%) of your
unvested stock options as of the date of your termination of
employment. Your unvested stock options will become fully
vested in connection with an acquisition of the Company, under
circumstances where the terms of your employment are changed
or your employment is terminated by the acquiring company, in
accordance with the terms of the Company's 1998 Employee,
Director and Consultant Stock Option Plan (a copy of which has
been provided to you). The Company will not be obligated to
continue any such payments to you or accelerate vesting of
your stock options under this Section 7(c) in the event you
materially breach any of the provisions of Sections 4, 5 or 6.
Notwithstanding any termination of your employment, you will
continue to be bound by the provisions of Sections 4, 5 and 6.
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3. Miscellaneous. This Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior understandings and agreements, whether written or
oral, with respect to such subject matter. This Agreement may be executed in
counterparts, which together shall constitute one and the same instrument. Any
amendment or modification of this Agreement or waiver of any right, in whole or
in part, will be effective only if it is in writing and signed by the parties
hereto. This Agreement shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of the State of New Jersey.
3
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be duly executed and delivered as of the date first above written.
Memory Pharmaceuticals Corp.
By:
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Name: Xxxx Xxxxxxxx
Title: Chief Executive Officer
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Axel Unterbeck
