EXHIBIT 10.1
SATISFACTION AGREEMENT
On October 15, 2000, XXXXXXX X. XXXXXX ("Xxxxxx") and Xxxxxxx
Pharmaceutical, Inc. ("Xxxxxxx") entered into an employment agreement, a copy of
which is attached hereto as Exhibit A (the "October 15th Agreement"). Pursuant
to the October 15th Agreement, Xxxxxx'x employment with CORIXA CORPORATION (the
"Company"), as the successor to Xxxxxxx, terminated as of February 28, 2001.
Corixa was obligated to provide Xxxxxx with compensation and benefits, as
specified in Articles 3 and 4 of the October 15th Agreement, including certain
payments triggered by Xxxxxx'x termination from employment. This Satisfaction
Agreement confirms that subject to the following exceptions, Corixa owes Xxxxxx
no further obligations pursuant to the October 15th Agreement:
1. Certain obligations that continue beyond February 28, 2001, as
specified in Articles 3, 4 and 6 of the October 15th Agreement (i.e., providing
registered shares upon FDA approval of Bexxar -- Article 3.2 -- and two years of
full benefits -- Article 4); and
2. In the event it is determined that any payment made to Xxxxxx
pursuant to the October 15th Agreement or otherwise by Corixa, any person who
acquires ownership or effective control of Corixa, or ownership of a substantial
portion of the assets of Corixa (within the meaning of section 280G of the
Internal Revenue Code (the "Code") and the regulations thereunder) or any
affiliate of such person (the "Total Payments") would be subject to the excise
tax imposed by section 4999 of the Code or any interest or penalties with
respect to such excise tax (such excise tax, together with any such interest and
penalties, are collectively referred to as , the "Excise Tax"), then Xxxxxx
shall be entitled to receive an additional payment (a "Tax Restoration Payment")
in an amount such that, after payment by Xxxxxx of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax, imposed upon the Tax Restoration Payment, the Executive retains an amount
of the Tax Restoration Payment equal to the Excise Tax imposed upon the Total
Payments.
IT IS SO AGREED.
CORIXA CORPORATION
By:
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Date:
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XXXXXXX X. XXXXXX
Date:
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EXHIBIT A
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of the 15th
day of October, 2000 (the "Effective Date"), by and between XXXXXXX X. XXXXXX
("Employee") and XXXXXXX PHARMACEUTICAL, INC. (the "Company").
WHEREAS, the Company desires to continue to employ Employee to provide
personal services to the Company following its merger with Corixa Corporation
and wishes to provide Employee with certain compensation and benefits in return
for Employee's continued services; and
WHEREAS, Employee wishes to continue to be employed by the Company and
provide personal services to the Company in return for certain compensation and
benefits;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:
ARTICLE 1
For purposes of this Agreement, the following terms are defined as
follows:
1.1 "BOARD" means the Board of Directors of the Company.
1.2 "COMPANY" means Xxxxxxx Pharmaceutical, Inc., a Delaware
corporation, or, as of the effective date of the Merger, the successor entity.
1.3 "CONSULTING AGREEMENT" means the Consulting Agreement entered into
by and between the Company and Employee, substantially in the form attached
hereto as Exhibit A. Service under the Consulting Agreement shall commence as of
the later of (i) the termination of Employee's employment with the Company or
(ii) the termination of Employee's service as member of the Board of Directors
of Corixa Corporation; provided, however, that the Consulting Agreement shall
have no force or effect in the event that the Merger does not become effective.
1.4 "MERGER" means the merger of Xxxxxxx Pharmaceutical, Inc. with
Corixa Corporation, which merger is expected to occur on or about January 1,
2001.
ARTICLE 2
EMPLOYMENT BY THE COMPANY
2.1 POSITION AND DUTIES. As of the effective date of the Merger,
Employee shall cease to serve as President and Chief Executive Officer of the
Company but shall continue employment with the Company as an executive officer,
reporting to the Chief Executive Officer, and shall also serve as a member of
the Board in the position of its Vice Chairman. Employee's employment with the
Company shall be on a three-quarters (3/4)
time (approximately thirty (30) hours per week) basis. During the term of this
Agreement, Employee shall devote his best efforts and the majority of his
business time and attention, to the extent required under the terms of this
Agreement (except for vacation periods as set forth herein and reasonable
periods of illness or other incapacities permitted by the Company's general
employment policies or as otherwise set forth in this Agreement), to the
business of the Company.
2.2 TERM. The term of this Agreement shall commence on the effective
date of the Merger and shall continue until the date on which occurs the earlier
of (i) the termination of Employee's employment with the Company, or (ii)
February 28, 2001. Should the Merger not become effective, this Agreement shall
cease to have any force or effect.
2.3 NATURE OF EMPLOYMENT. Employee and the Company shall have the right
to terminate Employee's employment at any time on written notice of at least
thirty (30) days. As of the date Employee's employment with the Company is
terminated, Employee will be eligible to receive severance benefits and other
compensation to the extent provided in this Agreement.
2.4 EMPLOYMENT POLICIES. The employment relationship between the
parties shall also be governed by the general employment policies and practices
of the Company, including those relating to protection of confidential
information and assignment of inventions, except that when the terms of this
Agreement differ from or are in conflict with the Company's general employment
policies or practices, this Agreement shall control.
ARTICLE 3
COMPENSATION AND BENEFITS
3.1 BASE SALARY. Employee shall receive for continued employment with
the Company, during the term of this Agreement, an annual base salary of
$345,000 (which amount is seventy five percent (75%) of Employee's annual base
salary prior to the effective date of the Merger). Employee's salary shall be
payable on the regular payroll dates of the Company, which payroll dates shall
occur at least twice monthly, subject to applicable tax withholding.
3.2 FDA APPROVAL BONUS. If the Food and Drug Administration approves
the Biologics License Application for Bexxar, then, pursuant to the Minutes of
the Meetings of the Compensation Committee of the Board dated October 10, 1997
and July 17, 2000, a stock bonus of twenty thousand (20,000) registered shares
of the Company's common stock shall be distributed to Employee within five (5)
business days of such approval. Such stock bonus shall not be conditioned on
Employee's continued employment or service with the Company.
3.3 COMPANY BENEFITS. Employee shall be entitled to all rights and
benefits for which Employee is eligible under the terms and conditions of the
Company benefits and compensation practices that may be in effect from time to
time and are provided by the
Company to its executive employees. In addition, during the term of Employee's
employment, Employee shall continue to accrue vacation benefits at the rate of
five (5) weeks per year.
ARTICLE 4
TERMINATION OF EMPLOYMENT
Promptly following the termination of Employee's employment on or after
the effective date of the Merger for any reason, including, without limitation,
the expiration of the term of this Agreement on February 28, 2001, Employee
shall receive a lump sum severance payment in an amount equal to two (2) times
the sum of (a) Employee's base salary (at the rate in effect prior to the
effective date of the Merger) plus (b) a bonus equal to thirty percent (30%) of
such base salary. Employee shall also receive full benefits for two (2) years,
whether or not Employee is able to secure other employment. All option vesting
and all repurchase right expirations will be accelerated in full and the
remaining balances on any home loan from the Company to Employee will be
forgiven. Any and all such severance payments and benefits will be afforded full
gross-up for any excise tax. Employee shall be paid for all accrued but unpaid
vacation, and such payment shall be based on Employee's base salary as in effect
on the day prior to the effective date of the Merger, in the case of vacation
accrued prior to such date, and on Employee's base salary as in effect on and
after the effective date of the Merger, in the case of vacation accrued on and
after such date.
ARTICLE 5
OUTSIDE ACTIVITIES
During the term of Employee's employment by the Company, Employee may
serve on the Boards of Directors of other organizations or as an advisor to
them, provided that such engagements do not conflict with Employee's
responsibilities at the Company.
ARTICLE 6
CONSULTING AGREEMENT
Service under the Consulting Agreement shall commence as of the later
of (i) the termination of Employee's employment with the Company or (ii) the
termination of Employee's service as a member of the Board; provided, however,
that in either case, the effective date of the Merger has occurred. The
termination of Employee's employment with the Company shall not in any way
affect the Company's obligations under the Consulting Agreement.
ARTICLE 7
GENERAL PROVISIONS
7.1 NOTICES. Any notices provided hereunder must be in writing and
shall be deemed effective upon the earlier of personal delivery (including
personal delivery by telex) or the third day after mailing by first class mail,
to the Company at its primary office location and to Employee at Employee's
address as listed on the Company payroll.
7.2 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.
7.3 WAIVER. If either party should waive any breach of any provisions
of this Agreement, they shall not thereby be deemed to have waived any preceding
or succeeding breach of the same or any other provision of this Agreement.
7.4 COMPLETE AGREEMENT. As of the effective date of the Merger, this
Agreement shall supersede the letter dated March 15, 1996 from the Company to
Employee (which letter set forth the terms of Employee's employment by the
Company) and all other agreements relating to compensation and benefits between
the Company and Employee, constitutes the entire agreement between Employee and
the Company and is the complete, final, and exclusive embodiment of their
agreement with regard to this subject matter; and the Company shall have no
obligations to Employee regarding compensation and benefits except as expressly
set forth herein. This Agreement is entered into without reliance on any promise
or representation other than those expressly contained herein or therein, and it
cannot be modified or amended except in a writing signed by Employee and by an
officer of the Company.
7.5 MODIFICATION. This Agreement is entered into without reliance on
any promise or representation other than those expressly contained herein or
therein and cannot be modified or amended except in a writing signed by an
officer of the Company.
7.6 COUNTERPARTS. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.
7.7 HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
7.8 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Employee and the Company, and
their respective successors, assigns, heirs, executors and administrators,
except that Employee may not
assign any of Employee's duties hereunder and Employee may not assign any of
Employee's rights hereunder, without the written consent of the Company, which
shall not be withheld unreasonably.
7.9 ARBITRATION. Unless otherwise prohibited by law or specified below,
all disputes, claims and causes of action, in law or equity, arising from or
relating to this Agreement or its enforcement, performance, breach, or
interpretation shall be resolved solely and exclusively by final and binding
arbitration held in San Francisco County, California through Judicial
Arbitration & Mediation Services/Endispute ("JAMS") under the then existing JAMS
arbitration rules. However, nothing in this section is intended to prevent
either party from obtaining injunctive relief in court to prevent irreparable
harm pending the conclusion of any such arbitration. Each party in any such
arbitration shall be responsible for its own attorneys' fees, but the Company
shall be responsible for the payment of all fees and costs associated with any
arbitration proceeding. Pursuant to California Civil Code Section 1717, each
party warrants that it was represented by counsel in the negotiation and
execution of this Agreement, including the attorneys' fees provision herein.
7.10 CHOICE OF LAW. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the law of the State of
California.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
XXXXXXX PHARMACEUTICAL, INC.
By:
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Date:
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Accepted and agreed this
___ day of __________, 2000
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XXXXXXX X. XXXXXX
