1
Exhibit 10.18
COMPENSATION RELEASE AGREEMENT
THIS COMPENSATION RELEASE AGREEMENT (this "Agreement") is made as of this
nineteenth day of September, 1997 by and between Demeter BioTechnologies, Ltd.,
a Colorado corporation (Demeter") and the undersigned employee of Demeter (the
"Employee").
Preamble
As of August 31, 1997, the Employee has claims against Demeter for certain
amounts relating to (i) compensation for past services, (ii) amounts expended
on behalf of Demeter, (iii) loans and notes made to Demeter by the Employee,
and (iv) interests on the foregoing amounts (collectively, the "Claims").
Demeter and the Employee have reached an agreement pursuant to which Demeter
will, among other things, pay certain amounts to the Employee in exchange for a
complete waiver and release of the Claims. Now, therefore, intending to be
legally bound, and based upon the mutual covenants and agreements set forth in
this Agreement, Demeter and the Employee agree as follows:
1. Release. In consideration of Demeter's obligations set forth in this
Agreement and in full and final settlement of the Claims, the Employee, for
himself, his representatives, successors and assigns, hereby agrees to release
Demeter, including its officers and directors, from any and all liabilities
relating in any way to the Claims.
2. Consideration to Employee. In consideration of the Employee's release
of Claims set forth in Section 1, Demeter hereby agrees as follows:
A. Promptly after Demeter shall receive an aggregate amount of cash
payments from Mycogen Corporation of at least One Million Dollars, Demeter shall
make a cash payment to the Employee of $200,000.
B. On January 15 of the year following the fiscal year in which
Demeter shall have received an aggregate amount of at least Three Million
Dollars in the form of license and/or royalty fees, Demeter shall make a cash
payment to the Employee of $50,000 (the "Fee Related Payment"). Demeter agrees
that the Employee shall have the right to convert all or any portion of the Fee
Related Payment to restricted shares of Demeter's common stock at a conversion
rate of $1.00 per share.
2
C. Employee will receive 225,000 restricted shares of Demeter's common
stock in exchange for $75,000 of the debt owed to Employee for loans or amounts
expended on behalf of Demeter.
D. Employee agrees that $25,000 of the debt owed to Employee for loans
or amounts expended on behalf of Demeter will be used by Employee to exercise
any stock options which have been granted or may be granted by Demeter to
Employee. Employee agrees that no interest will be paid on the amount reserved
for exercise of stock options. Employee agrees that if options are not
exercised, Demeter will not be required to make any payment to Employee with
regard to the amount in this Section D.
E. Employee agrees to accept 145,000 additional restricted shares of
Demeter's common stock in lieu of Demeter repurchasing 55,000 shares of Demeter
stock from Employee's XXX at $1.20 per share. Shares will be paid to Employee's
XXX, if possible.
3. Board Approval. This Agreement is subject to, and conditioned upon,
approval by Demeter's Board of Directors.
4. Miscellaneous. This Agreement is binding upon, and shall inure to the
benefit of, the parties hereto and their respective heirs, personal
representatives, successors and assigns. This Agreement shall be construed and
interpreted by the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
DEMETER BIOTECHNOLOGIES LTD.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
Chairman
Compensation Committee
EMPLOYEE
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxx
