Exhibit 10.8
[LETTERHEAD]
August 25, 1994
Xxxxxx X. Xxxxxx, M.D.
00 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Dear Xxx,
This letter is to confirm our offer to you of the position of Vice President of
Medical Affairs with Progenics Pharmaceuticals, Inc. This professional position
includes the following compensation and benefits package:
STARTING SALARY: $6,875.00 semi-monthly.
ON HIRE BONUS: $10,000.00, which will be paid to you on your starting date.
Please see the enclosed On Hire Bonus Agreement for terms and conditions.
EQUITY PARTICIPATION: You will be granted an option to purchase 75,000 shares of
Progenics Common Stock at $4.00 per share pursuant to the terms of Progenics'
1993 Stock Option Plan. The shares subject to option shall vest ratably over
five years beginning at the end of your first year of employment. The options
terminate at the end of ten years from the date your employment commences and
will otherwise be subject to the terms of the Company's 1993 Stock Option Plan.
You will receive an option certificate setting forth the specific terms of your
option.
BENEFITS: Participation in Progenics' Medical, Dental and other benefit plans
that are available for all professional employees.
PERFORMANCE & SALARY REVIEWS: You will receive a performance and salary review
at the end of each calendar year beginning 1995.
SEVERANCE TERMS AND CONDITIONS: Please see the attached Severance Terms and
Conditions.
RELOCATION ASSISTANCE: The Company will provide relocation assistance up to a
maximum of $20,000.00 provided that your relocation is completed within two
years of your employment starting date. Specifically, you will be reimbursed,
after your relocation is completed, for the reasonable, necessary and documented
moving, house hunting trips for your family, storage and closing costs not to
exceed $20,000.00 in aggregate.
IMMIGRATION LAW: The Immigration Reform and Control Act of 1986 (IRCA) requires
that Progenics, like all employers, verify the employment authorization of every
employee hired in order to determine if the individual is LEGALLY AUTHORIZED TO
WORK IN THE UNITED STATES. The verification process requires that all new
employees complete and sign an Employment Eligibility Verification Form (Form
I-9) certifying United States citizenship or authorization to work in the United
States. It also requires that employers examine specific documents that the
employee must provide within three days of starting work or within twenty days
if proof is presented that request has been made to the appropriate agency for
the necessary documents.
I am very pleased to offer you this position, Bob. As I explained, the
above offer is contingent on your successful completion of Progenics'
pre-employment physical examination, the receipt of documentation in support of
your 1993 salary and bonus levels, and your signing of the enclosed statements
of basic information about which all new employees ought to be aware. Please
review the documents carefully before accepting the position of Vice President
of Medical Affairs at Progenics, and call Xxx XxXxxxxx, Vice President, Finance
and Operations if you have any questions or need additional information. Please
respond in writing to this offer within two weeks of the date of this letter and
I look forward to your joining Progenics on or before October 3, 1994.
Very truly yours,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, M.D., Ph.D.
Chairman and CEO
Scientific Director
Encl.
ON HIRE BONUS AGREEMENT
Attached are three copies of an agreement concerning your on hire bonus
which you must sign as a condition of your employment with Progenics. Please
fill out, initial where indicated and sign and witness all three copies and
return two signed originals to Xxx XxXxxxxx, Vice President, Finance and
Operations. The third copy is for your records.
ON HIRE BONUS AGREEMENT
As part of your compensation package includes an on hire bonus in the
amount of $10,000.00. This bonus is being paid to you on the condition that you
remain employed with Progenics for at least two years from your employment start
date. One twenty-fourth of the bonus amount will be considered earned at the end
of each full month if you are still in the employ of Progenics at the end of
such period. In the event that your employment is terminated by the Company
without cause, the entire bonus will be considered earned at that time.
If you chose to leave the Company voluntarily prior to your second year
anniversary date or if your employment is terminated by Progenics for cause
defined as continual failure to perform substantially your duties, conviction of
a felony, habitual drunkenness, excessive absenteeism, dishonesty, unauthorized
disclosure of confidential information, continuous conflict of interest or any
other reason constituting cause under New York or federal law, you agree that
the unearned portion of the bonus will become due and payable as of the
termination of your employment and that you will repay such amount to Progenics
immediately upon termination. You hereby authorize Progenics to set-off such
amount of the unearned bonus against any amounts, including wages, which
Progenics may then be required to pay you. To ensure that your repayment
obligation is fulfilled, to the extent permitted by applicable law, by your
signature below you hereby authorize Progenics to withhold such unearned bonus
amount from any amounts owed by Progenics to you until you have made such
repayment.
I hereby agree to the
foregoing terms and conditions:
/s/ Xxxxxx X. Xxxxxx Witness: /s/ Xxxxx Xxxxxx
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Xxxxxx X. Xxxxxx, M.D.
157385229 Date: 9/1/94
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Social Security No.
Date: 9/1/94
----------------------
SEVERANCE TERMS AND CONDITIONS
Attached are three copies of a Severance Terms and Conditions concerning
your severance arrangement which you must sign as a condition of your employment
with Progenics. Please fill out, initial where indicated and sign and witness
all three copies and return two signed originals to Xxx XxXxxxxx, Vice
President, Finance and Operations. The third copy is for your records.
SEVERANCE TERMS AND CONDITIONS
If your employment is terminated by Progenics without cause, you will be
entitled to nine (9) months of salary continuation, at your then current salary,
during which time the Company will continue to provide medical and dental
benefits under its then current plans. If at any time during such severance
period you have secured new employment, all salary and benefits continuation
will cease. In addition, if your employment is terminated by Progenics without
cause, you will immediately vest in the greater of 37,500 of the stock options
granted in this package or the number of stock options that has vested at the
termination date.
Progenics' obligation to provide you salary continuation is contingent upon
your spending substantially all of your working time in good faith and diligent
effort to secure new employment commensurate with your training and experience.
You shall provide Progenics, at its request, evidence satisfactory to Progenics
that you are so engaged in a job search effort.
If you chose to leave the Company voluntarily prior to your second year
anniversary date or if your employment is terminated by Progenics for cause
defined as continual failure to perform substantially your duties, conviction
of a felony, habitual drunkenness, excessive absenteeism, dishonesty,
unauthorized disclosure of confidential information, continuous conflict of
interest or any other reason constituting cause under New York or federal
law, you will not be entitled to any severance benefits and all vested and
unvested stock options will be immediately forfeited.
Unless otherwise provided by applicable law, the provision of any severance
benefits to you is conditioned on your signing and delivering a severance
agreement containing releases and such other usual and customary provisions as
Progenics shall deem necessary or appropriate in the circumstances.
I hereby agree to the
foregoing terms and conditions:
/s/ Xxxxxx X. Xxxxxx Xxxxxxx: /s/Xxxxx Xxxxxx
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Xxxxxx X. Xxxxxx, M.D.
###-##-#### Date: 9/1/94
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Social Security No.
Date: 9/1/94
-----------------------------
CERTAIN DISCLOSURES ABOUT WORKING CONDITIONS
During the course of your employment with Progenics you may come in contact
with the various chemicals and/or biologics which are used in Progenics'
research, development and production activities. You will be expected to comply
with the policies and procedures which Progenics may establish from time to time
involving safety and security.
In addition, because of the importance which Progenics places on employee
health and safety we want to advise you that there is asbestos present within
Progenics' facilities. When we leased our space from Union Carbide we were
advised by Union Carbide that asbestos was present in the facility. Information
on the location of asbestos is on file at Progenics and will be made available
to you upon request. Before moving in we had the premises tested for asbestos
and we were informed that no particles of any size or type were detectable by
scanning electron microscopy. To prevent disturbance to the asbestos certain
areas are kept locked by Progenics and should not be entered by you.
To acknowledge the foregoing please sign below.
/s/ Xxxxxx X. Xxxxxx Xxxxxxx: /s/ Xxxxx Xxxxxx
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Xxxxxx X. Xxxxxx, M.D.
-------------------------------- Date: 9/1/94
Social Security No. -------------------------
Date: 9/1/94
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Progenics Pharmaceuticals, Inc.
Old Saw Mill River Road
Tarrytown, NY 10591
EMPLOYEE PATENT ASSIGNMENT AND CONFIDENTIALITY AGREEMENT
Name: Xxxxxx X. Xxxxxx, M.D.
Employment Date: On or before October 3, 1994
In consideration of my employment, continued employment and the
salary/wages paid to me by Progenics Pharmaceuticals, Inc. or any of its parent,
subsidiary or affiliate companies (all hereafter collectively called
"PROGENICS") and other good and valuable consideration, I understand and agree
to the following provisions for the protection of Progenics' property rights and
for the protection of the rights of others who have entrusted Progenics with
confidential proprietary information:
1. DISCLOSURE TO PROGENICS. I agree to disclose fully and promptly to
Progenics all proprietary rights (the expression "proprietary rights" means all
intellectual and physical work product having actual or potential value to
Progenics including inventions, whether or not patentable and whether or not
tested or reduced to practice, discoveries, ideas, conceptions, developments,
designs, trade secrets, know-how and tangible expressions, whether or not
copyrightable, and whether or not relating to human pharmaceutical research and
development, molecular biology, virology, immunology, biochemistry, data
processing, computer software systems, programs or procedures) developed,
conceived, reduced to practice or learned by me solely or jointly with others,
at any time during the term of my employment and for a period of two years
thereafter and which proprietary rights relate to the actual or anticipated
business activities of Progenics, result from, or are suggested by, work which I
do for Progenics, are funded in whole or in part by Progenics, or result from
any use of premises, equipment or property (tangible or intangible) owned,
leased, licensed or contracted for by Progenics. I agree to make and maintain
written records of the aforesaid proprietary rights and to submit promptly the
same, and supplemental oral disclosure, to my superiors at Progenics.
2. ASSIGNMENT OF RIGHTS TO PROGENICS. I agree to assign and hereby do
assign to Progenics as its exclusive property the entire right, title and
interest in and to all proprietary rights embraced by Paragraph 1 above. I
further agree to execute all papers, and otherwise to provide all requested
assistance, at Progenics' expense, during and subsequent to my employment, to
enable Progenics or its nominees to obtain such patents, copyrights and other
legal protection as it may desire in any country.
3. CONFIDENTIALITY. I agree to preserve in confidence, and not to use, to
publish, or to otherwise disclose to, either during or subsequent to my
employment, without the written permission of Progenics, all confidential
proprietary rights or any knowledge, information or materials about the
products, services, know-how, research and development, customers, business
plans of Progenics or any confidential information about financial matters,
marketing, pricing, compensation or any other confidential information of
Progenics, its customers, or others from whom Progenics has received information
under obligations of confidence (collectively, "CONFIDENTIAL INFORMATION").
4. TERMINATION OF EMPLOYMENT. In the event of the termination of my
employment at Progenics, whether or not such termination is voluntary, I will
deliver promptly to my superior at Progenics all documents which relate to the
business activities of Progenics, and all materials and things which belong to
or have been entrusted by others to Progenics;
5. CONFIDENTIAL INFORMATION OF OTHERS. I agree not to disclose to
Progenics, or to use in my work at Progenics any confidential information
belonging to others, or any prior inventions made by me which Progenics is not
entitled to learn of or use. I represent that the inventions identified in the
________ pages I attach hereto constitute all of the unpatented inventions which
I have made prior to my employment at Progenics, which inventions shall be
excluded from this agreement. (It is only necessary to list the title of such
inventions and the purpose thereof.) If there are no such unpatented inventions,
employee initial here:_________.
6. PRIOR AGREEMENTS. I represent that I have attached hereto a copy of any
agreement (such as a prior employment agreement) which affects my ability to
comply with the terms of this agreement. If there is no such agreement, employee
initial here: ______.
7. MISCELLANEOUS. This agreement shall be binding on my executors,
administrators, heirs, legal representatives or assigns, and may not be modified
except in writing with the approval of an officer of Progenics. If any provision
of this agreement is determined to be illegal or unenforceable, because of the
duration thereof or the area or scope covered, I hereby request any court
making such determination to reduce the duration, area and/or scope so that in
its reduced form such covenant shall be enforceable and I agree that in such
event all remaining provisions shall remain in full force and effect.
8. GOVERNING LAW. The validity, interpretation and performance of this
Agreement shall be governed according to the laws of the State of New York
applicable to agreements made and to be performed entirely in that state,
without reference to any conflict of laws rules or principles.
/s/Xxxxxx X. Xxxxxx Witness: /s/ Xxxxx Xxxxxx
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Xxxxxx X. Xxxxxx M.D.
Date:
###-##-#### -----------------------
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Social Security No.
Date: 9/1/94
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Progenics Pharmaceuticals, Inc.
Old Saw Mill River Road
Tarrytown, NY 10591
EMPLOYEE NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Name: Xxxxxx X. Xxxxxx, M.D.
Employment Date: On or before October 3, 1994
In consideration of my employment, continued employment and the
salary/wages paid to me by Progenics Pharmaceuticals, Inc. or any of its parent,
subsidiary or affiliate companies (all hereafter collectively called
"PROGENICS") and other good and valuable consideration, I understand and agree
to the following provisions:
1. NON-COMPETITION. To the extent I am or was personally involved in or
substantively knowledgeable of confidential Progenics developments, I will
not during my employment and for a period of twelve (12) months after
termination of my employment with Progenics (whether or not such termination
is voluntary) accept a consulting engagement or employment with a competitor
of Progenics without written permission from Progenics which permission will
not be unreasonably withheld in those instances where such employment or
engagement does not involve risk of use or disclosure of Confidential
Information. As used herein, the term "Confidential Information" refers to
all confidential proprietary rights or any knowledge, information or
materials about the products, services, know-how, research and development,
customers, business plans of Progenics or any confidential information about
financial matters, marketing, pricing, compensation or any other confidential
information of Progenics, its customers, or others from whom Progenics has
received information under obligations of confidence.
2. NON-SOLICITATION. During the term of my employment and for a period of
two (2) years thereafter I will not solicit or attempt to induce, directly or
indirectly, any employee of Progenics to accept a consulting engagement or
employment with a competitor of Progenics.
3. ENFORCEMENT I agree that Progenics would not be fairly compensated by
money damages for any breach of this Agreement by me and therefore in the event
of a breach or threatened breach of this Agreement Progenics shall be entitled
to specific performance, an injunction and other equitable relief in addition to
money damages and other legal remedies. I hereby waive any requirement that
Progenics post a bond or surety in connection with its attempts to enforce this
Agreement.
4. MISCELLANEOUS. This agreement shall be binding on my executors,
administrators, heirs, legal representatives or assigns, and may not be modified
except in writing with the approval of an officer of Progenics. If any provision
of this agreement is determined to be illegal or unenforceable, because of the
duration thereof or the area or scope covered, I hereby request any court making
such determination to reduce the duration, area and/or scope so that in its
reduced form such covenant shall be enforceable and I agree that in such event
all remaining provisions shall remain in full force and effect.
5. GOVERNING LAW. The validity, interpretation and performance of this
Agreement shall be governed according to the laws of the State of New York
applicable to agreements made and to be performed entirely in that state,
without reference to any conflict of laws rules or principles.
/s/Xxxxxx X. Xxxxxx Xxxxxxx: /s/ Xxxxx Xxxxxx
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Xxxxxx X. Xxxxxx, M.D.
###-##-#### Date: 9/1/94
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Social Security No.
Date: 9/1/94
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