SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.7
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement (the “Agreement”) is entered into as
of March 31, 2009 (the “Effective Date”) between RegeneRx Biopharmaceuticals, Inc., a
Delaware corporation (the “Company”), and Xxxxx X. Xxxxxxxxx (the “Executive”).
Recitals
Whereas, the parties previously entered into an Employment Agreement, dated as of
March 1, 2005 (“Original Effective Date”), and subsequently amended the original Employment
Agreement effective as of December 31, 2008 based upon Section 409A of the Internal Revenue Code of
1986, as amended (“Code”), and now desire to amend and restate the Employment Agreement again in
order to reflect certain revisions to the terms and conditions of employment;
Whereas, the Executive possesses substantial knowledge and experience with respect to
the Company’s business, in particular clinical and regulatory affairs and corporate development;
and
Whereas, the Company desires to continue to employ the Executive to have the benefits
of his expertise and knowledge and the Executive, in turn, desires to remain in employment with the
Company;
Now, Therefore, in consideration of the mutual covenants and representations
contained in this Agreement, the Company and the Executive agree as follows:
Agreement
1. Employment of Executive; Position. The Company agrees to employ the Executive and the
Executive agrees to be employed by the Company as the Vice President, Clinical and Regulatory
Affairs subject to the terms and conditions of this Agreement. In connection therewith, Executive
shall devote his best efforts, experience and judgment and all of his business time and attention
(except for vacation periods as set forth herein and reasonable periods of illness or other
incapacities permitted by the Company’s general employment policies) to the business of the
Company.
2. Term of Employment and Renewal. The term of Executive’s employment under this
Agreement commenced on the Original Effective Date. The term of Executive’s employment hereunder
was for one (1) year from the Original Effective Date and, unless terminated earlier subject to the
provisions of Section 13 of this Agreement, shall renew for a one-year period each year on the
anniversary of the Original Effective Date, unless either party provides written notice at least
thirty days before the anniversary of the Original Effective Date (the “Term”) that it does not
desire to renew. The last day of the Term is the “Expiration Date.”
3. Duties. During the Term, the Executive shall serve in an executive capacity and shall
perform such duties and responsibilities as are customarily associated with his position and such
other duties not inconsistent with his title and position and as may be assigned to him by the
Company. Executive shall act in conformity with the written and oral policies of the Company and
within the limits, budgets, business plans and instructions as set by its Board of Directors (the
“Board”). Executive shall be subject to the authority of the Board and the Company’s duly appointed
officers, including the President and Chief Executive Officer (“CEO”).
4. Place of Employment. Executive acknowledges that the Company’s offices and
headquarters are currently located in the County of Xxxxxxxxxx, State of Maryland and that shall be
the initial site of Executive’s employment. The Company and Executive agree that Executive may work
from his home in Newburyport, Massachusetts, provided that Executive is able to effectively execute
all his duties and responsibilities and is willing and able to commute to the Company’s
headquarters as necessary, in the sole opinion of the Company.
5. Other 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.
6. Compensation.
6.1 Base Salary. The Executive shall receive an annual base salary of Two Hundred Ten
Thousand Two Hundred and Twenty Three U.S. Dollars (US $210,223) (the “Base Salary”), subject to
standard federal and state payroll withholding requirements. The Base Salary shall be payable in
equal periodic installments which are not less than on a monthly basis. The Company will review and
may adjust the Base Salary from time to time, usually annually.
6.2 Bonus. The Executive shall be eligible to receive an annual bonus in such amount as shall
be determined in the sole discretion of the Company’s Board and CEO.
6.3 Life Insurance. The Company will reimburse the Executive for 2/3rds of his annual term
life insurance premium, which premium shall be: (i) for term life insurance coverage not to exceed
two times his Base Salary, and (ii) reasonable and mutually agreeable.
7. Stock.
7.1 Stock Options. To date, the Executive has been granted options (the “Options”) to
purchase 465,000 shares of the Company’s common stock pursuant to the Company’s Amended and
Restated 2000 Stock Option and Incentive Plan (“Plan”). Additionally, and from time to time at the
sole discretion of the Company’s Board, the Company may make additional stock option awards to the
Executive (the “Additional Options”). Subject to the provisions below regarding accelerated
vesting of option grants, the specific terms and conditions of the Options and any Additional
Options will be as set forth in the Plan, and any stock option agreement between the Executive and
the Company.
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7.2 Acceleration Clause for Stock Option Vesting. In the event of a Change of Control event
as is set forth under Section 12.1 of this Agreement, Executive’s Options and any Additional
Options shall be immediately vested and become exercisable in full. Additionally, and without in
any way limiting the foregoing, Executive’s Options and any Additional Options will also become
immediately vested and become exercisable in full in the event of a “Change of Control” (or any
similar term provided for in the Applicable Plan) as defined under the terms of the equity plan
(the “Applicable Plan”) pursuant to which such option was granted.
8. Benefits. Executive shall be entitled to (i) participate in and receive all standard
employee benefits under applicable Company welfare benefits plans and programs (if and when such
benefits are established by the Company) to the same extent as other senior executives of the
Company; (ii) participate in all applicable incentive plans, including stock option, stock, bonus,
savings and retirement plans provided by the Company (if and when such plans are established by the
Company), which are offered to senior executive officers in the Company (provided,
however, that the Company is not obligated to award any particular type or amount of equity
to the Executive); (iii) receive such perquisites as the Company may establish from time to time
which are commiserate with Executive’s position and comparable to those received by other senior
executives of the Company; (iv) paid vacation of at least three (3) weeks per annum; and (v)
holidays, leaves of absence and leaves for illness and temporary disability in accordance with the
policies of the Company and federal, state and local law.
9. Outside Activities.
9.1 Other Employment/Enterprise. Except with the prior written consent of the Company’s
Board, Executive will not, while employed by the Company undertake or engage in any other
employment, consultation, occupation or business enterprise, other than ones in which Executive is
a passive investor. Executive may engage in civic and not-for-profit activities or serve as a
member of a not-for-profit or for-profit board of directors so long as such activities do not
materially interfere or conflict with the performance of his duties hereunder.
9.2 Conflicting Interests. Except as permitted by Section 9.3, while employed by the Company,
Executive agrees not to acquire, assume or participate in, directly or indirectly, any position,
investment or interest known by him to be adverse or antagonistic to the Company, its business or
prospects, financial or otherwise.
9.3 Competing Enterprises. While employed by the Company, except on behalf of the Company,
Executive will not directly or indirectly, whether as an officer, director, stockholder, partner,
proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become
financially interested in, be employed by or have any business connection with any other person,
corporation, firm, partnership or other entity whatsoever which were known by him to compete
directly with the Company, throughout the world, in any line of business engaged in (or planned to
be engaged in) by the Company; provided, however, that anything above to the contrary
notwithstanding, he may own, as a passive investor, securities of any public competitor
corporation, so long as his direct holdings in any one such corporation shall not in the aggregate
constitute more than 1% of the voting stock of such corporation.
10. Proprietary Information, Nonsolicitation, Noncompetition and Inventions Assignment
obligations. As a condition of employment, Executive agrees to execute and abide by the
Proprietary Information, Nonsolicitation, Noncompetition and Inventions Assignment Agreement
attached as Attachment B to this Agreement.
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11. Former Employment.
11.1 No Conflict With Existing Obligations. Executive represents that his performance of all
the terms of this Agreement and as an employee of the Company does not and will not breach any
agreement or obligation of any kind made prior to his employment by the Company, including
agreements or obligations he may have with prior employers or entities for which he has provided
services. Executive has not entered into, and agrees he will not enter into, any agreement or
obligation either written or oral in conflict herewith.
11.2 No Disclosure of Confidential Information. If, in spite of the second sentence of
Section 11.1, Executive should find that confidential information belonging to any former employer
might be usable in connection with the Company’s business, Executive will not intentionally
disclose to the Company or use on behalf of the Company any confidential information belonging to
any of Executive’s former employers (except in accordance with agreements between the Company and
any such former employer); but during Executive’s employment by the Company he will use in the
performance of his duties all information which is generally known and used by persons with
training and experience comparable to his own and all information which is common knowledge in the
industry or otherwise legally in the public domain.
12. Change of Control.
12.1 Definition. “Change of Control” shall be deemed to occur upon any of the following
events:
(a) the dissolution or liquidation of the Company;
(b) the sale of all or substantially all of the assets of the Company to an unrelated person
or entity;
(c) a merger, reorganization or consolidation in which the holders of the Company’s
outstanding voting power immediately prior to such transaction do not own a majority of the
outstanding voting power of the surviving or resulting entity, or its parent corporation,
immediately upon completion of such transaction;
(d) the sale of all of the capital stock of the Company to an unrelated person or entity;
(e) if any individual, firm, corporation, or other entity, or any group (as defined in § 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (1) a trustee
or other fiduciary holding securities of the Company under an employee benefit plan of the Company
or (2) the Executive, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 50% or more of (A) the outstanding shares of common stock of the Company, or (B)
the combined voting power of the Company’s then-outstanding securities entitled to vote generally
in the election of directors; or
(f) any other transaction in which the owners of the Company’s outstanding voting power prior
to such transaction do not own at least a majority of the outstanding voting power of the relevant
entity after the transaction, in each case, regardless of the form thereof.
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12.2 Severance.
(a) In the event Executive voluntarily terminates his employment for any reason within twelve
(12) months after a Change of Control event, as defined in Section 12.1, then the Company shall
provide Executive with the severance payments and benefits described in Section 12.2(b) below, less
any applicable federal and state taxes and withholdings. To receive any severance pay and benefits
hereunder (other than Accrued Compensation, as defined below), Executive shall first be required to
execute and deliver to the Company a valid and fully effective general waiver and release of any
claims against the Company, its affiliates, officers, directors, agents and employees in a form
satisfactory to the Company within the consideration period set forth in the waiver and release,
which period shall not exceed forty-five (45) days after the effective date of his termination from
employment (the “General Release”). The date upon which the General Release is executed and
delivered to the Company, and can no longer be revoked, is referred to as a the “Release Effective
Date.”
(b) Severance pay and benefits pursuant to 12.2(a) shall include and be calculated as follows:
(i) The Company shall continue to pay Executive’s Base Salary in effect on the date of his
termination from employment for the Severance Period. The “Severance Period” shall be twelve (12)
months. These payments shall occur on the first day of each calendar month, beginning with the
first calendar month after the Release Effective Date.
(ii) To the extent that Executive is eligible for and timely elects continuation of health
benefits for himself and/or his eligible dependents under the Company’s group health plans pursuant
to COBRA or any analogous state or local law, the Company shall pay or reimburse Executive for the
amount of any insurance premiums for such continuation coverage during the Severance Period, but
these payments shall be limited to the amount of the premiums being paid by the Company for
Executive’s coverage immediately prior to the date of his termination from employment.
(c) By no later than two weeks after the date of the Executive’s termination from employment
under this Section (or earlier if required by applicable law or the Company’s policies), the
Company shall pay to the Executive any Accrued Compensation. “Accrued Compensation” shall mean any
Base Salary owed to the Executive for services performed before the date of his termination from
employment, any bonuses earned, if any, for bonus periods that have concluded prior to the date of
his termination (and not including bonuses for the period in which the Executive’s termination
occurs, unless otherwise provided by the Company in its
discretion), or any unused vacation or personal time in accordance with the applicable
policies of the Company.
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13. Termination. The parties acknowledge that Executive’s employment with the Company is
at-will. The provisions of Sections 13.1 through 13.5 govern the amount of compensation, if any, to
be provided to Executive upon termination of employment in circumstances other than those governed
by Section 12 above and do not alter this at-will status.
13.1 Termination by the Company Without Cause.
(a) The Company shall have the right to terminate Executive’s employment with the Company at
any time without Cause (as that term is defined in Section 13.2) by giving notice as described in
Section 13.6 of this Agreement. Termination of employment on account of Executive’s death or
inability to perform his duties shall be governed by Section 13.4 below.
(b) In the event Executive’s employment is terminated without Cause, he shall receive any
Accrued Compensation, and shall be entitled to receive severance pay and benefits under the terms
of Section 12.2 above, provided, however, that any installments of severance pay
that remain to be paid to Executive by March 15 of the calendar year following the year in which
Executive terminates employment shall be accelerated and paid in full on such date.
13.2 Termination by Company for Cause.
(a) The Company, by action of its Board, may terminate the Executive’s employment under this
Agreement for Cause at any time by giving notice as described in Section 13.6 of this Agreement.
(b) “Cause” for termination means: (i) refusal, failure or neglect to perform the material
duties of his employment under this Agreement (other than by reason of the Executive’s physical or
mental illness or impairment); (ii) willful dishonesty, fraud, embezzlement or misconduct with
respect to the business or affairs of the Company; (iii) willful dishonesty or misrepresentation
with respect to Executive’s educational or employment history; (iv) indictment or conviction of a
felony or of any crime involving dishonesty or moral turpitude; (v) breach of any obligation under
this Agreement or the Proprietary Information, Nonsolicitation, Noncompetition and Inventions
Assignment Agreement, which is Attachment B; or (vi) Executive’s refusal to abide by or comply with
the directives of the Board or CEO, so long as those directives are lawful and ethical.
(c) In the event Executive’s employment is terminated at any time with Cause, he will not
receive any severance pay and benefits under Section 12.2 or otherwise, or any additional
compensation other than his Accrued Compensation, if any.
13.3 Voluntary Termination By Executive.
(a) Executive may voluntarily terminate his employment with the Company at any time by giving
notice as described in Section 13.6.
(b) In the event Executive voluntarily terminates his employment (other than after a Change of
Control event), he will not receive any severance pay or benefits under Section 12.2 or otherwise,
or any additional compensation other than his Accrued Compensation, if any.
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13.4 Termination for Inability to Regularly Perform Duties.
(a) This Agreement shall terminate automatically in the event of the Executive’s death. The
Company may terminate Executive’s employment in the event of his illness, disability or other
incapacity in such a manner that Executive is rendered unable regularly to perform his duties
hereunder for more than either ninety (90) consecutive days or more than a total of one hundred
twenty (120) days in any consecutive twelve (12) month period, unless otherwise prohibited by any
applicable federal, state, or local law or ordinance.
(b) The determination regarding whether Executive is unable regularly to perform his duties
under (a) above shall be made by a doctor mutually acceptable to the Executive and the Company.
Executive’s inability to be physically present on the Company’s premises shall not constitute a
presumption that Executive is unable to perform such duties.
13.5 Non-renewal of the Agreement. Non-renewal of this Agreement initiated by the Company in
accordance with Section 2 above resulting in the termination of Executive’s employment by the
Company, or resulting in Executive’s demotion, shall be deemed a termination of Executive’s
employment without Cause and Executive shall be entitled to receive severance pay and benefits
under the terms of Section 12.2, provided, however, that any installments of
severance pay that remain to be paid to Executive by March 15 of the calendar year following the
year in which Executive terminates employment shall be accelerated and paid in full on such date.
If Executive initiates a non-renewal of this Agreement in accordance with Section 2 above, he shall
not be entitled to any severance pay or benefits from the Company.
13.6 Notice; Effective Date of Termination. Termination of Executive’s employment pursuant to
this Agreement shall be effective on the earliest of:
(a) thirty (30) days after Executive, for any reason, gives written notice to the Company of
his termination;
(b) thirty (30) days after the Company, without Cause, gives written notice to Executive of
his termination, including for his inability to perform services for a reason other than death;
Executive will receive compensation through the 30-day notice period in the event of termination
for any reason. However, the Company reserves the right to require that the Executive not perform
any services or report to work during the 30-day notice period;
(c) immediately upon the Company giving written notice to Executive of his termination for
Cause.
Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of
personal delivery (including personal delivery by hand, telecopier, or telex) or the third day
after mailing by first class mail, to the Company at its primary office location and to Executive
at his address as listed on the Company payroll.
14. Application of Section 409A. Notwithstanding anything to the contrary set forth
herein, any payments and benefits provided under this Agreement that constitute “deferred
compensation” within the meaning of Section 409A of the Code, and the regulations and other
guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not
commence in connection with the Executive’s termination of employment unless and until the
Executive has also incurred a “separation from service” (as such term is defined in Treasury
Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably
determines that such amounts may be provided to the Executive without causing him to incur the
additional 20% tax under Section 409A.
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It is intended that each installment of severance pay provided for in this Agreement is a separate
“payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of
doubt, it is intended that payments of severance set forth in this Agreement satisfy, to the
greatest extent possible, the exemptions from the application of Section 409A provided under
Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if the
Company (or, if applicable, the successor entity thereto) determines that any payments constitute
“deferred compensation” under Section 409A and the Executive is, on the termination of service, a
“specified employee” of the Company or any successor entity thereto, as such term is defined in
Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence
of the adverse personal tax consequences under Section 409A, the timing of the severance payments
shall be delayed until the earlier to occur of: (i) the date that is six months and one day after
the Executive’s Separation From Service, or (ii) the date of the Executive’s death (such applicable
date, the “Specified Employee Initial Payment Date”). On the Specified Employee Initial Payment
Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a
lump sum amount equal to the sum of the severance payments that the Executive would otherwise have
received through the Specified Employee Initial Payment Date if the commencement of the severance
payments had not been so delayed pursuant to this Section and (B) commence paying the balance of
the severance pay in accordance with the applicable payment schedules set forth in this Agreement.
The Company’s obligations to make any reimbursements or provide in-kind benefits to the Executive
shall be subject to the following restrictions: (a) the Executive must provide documentation of any
reimbursable expenses in accordance with the Company’s then existing policies and procedures, (b)
the expenses paid or reimbursed by the Company in one calendar year shall not affect the expenses
paid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall be
made within a reasonable period of time following the date on which the Company receives written
documentation of the expense, provided that all expenses will be reimbursed on or before the last
day of the calendar year following the calendar year in which the expense was incurred.
15. Validity; Complete Agreement. This Agreement and its Exhibit constitute the entire
agreement between Executive and the Company. This Agreement is the complete, final, and exclusive
embodiment of their agreement with regard to this subject matter and supercedes any prior oral
discussions or written communications and agreements. This Agreement is entered into without
reliance on any promise or representation other than those expressly contained herein, and it
cannot be modified or amended except in writing signed by the CEO.
16. Waiver. Any waiver of any breach of this Agreement must be in writing. If either
party should waive any breach of any provisions of this Agreement, he or it shall not thereby be
deemed to have waived any preceding or succeeding breach of the same or any other provision of this
Agreement.
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17. 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.
18. Amendment. This Agreement shall not be modified or amended except by written
agreement of the parties hereto. To the extent that any amendment itself would result in the
imposition of any taxes under Section 409A, such amendment shall not be given effect.
19. Choice of Laws; Jurisdiction. This Agreement shall be governed by and construed in
accordance with the law of the State of Maryland regardless of the choice of law provisions of the
State of Maryland or any other jurisdiction. The Parties consent to the exclusive jurisdiction of
the federal and state courts in Maryland.
20. Arbitration of Disputes. Any controversy or claim arising out of this Agreement or
any aspect of the Executive’s relationship with the Company including the cessation thereof shall
be resolved by arbitration in accordance with the Company’s Dispute Resolution Policy, which is
Attachment A to this Agreement and incorporated herein by reference. This policy provides that any
dispute between Executive and the Company that is covered by the Dispute Resolution Policy and
cannot be resolved on a more informal basis shall be resolved exclusively through final and binding
arbitration, instead of litigation. The parties agree that the award of the arbitrator shall be
final and binding.
21. Indemnification. During the Term of this Agreement, the Executive shall be entitled
to coverage under any liability insurance procured by Company to the same extent as other senior
executives at the Company.
22. Counterpart. This Agreement may be executed in any number of counterparts, all of
which shall be considered one and the same agreement.
23. Delay; Partial Exercise. No failure or delay by any party in exercising any right,
power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
24. Successors and Assigns. This Agreement is intended to bind and inure to the benefit
of and be enforceable by Executive and the Company, and their respective successors, assigns,
heirs, executors and administrators, except that Executive may not assign any of his duties
hereunder and he may not assign any of his rights hereunder without the written consent of the
Company, which shall not be withheld unreasonably.
25. Mutual Acknowledgement. The Executive and the Company hereby acknowledge that both
parties have read and fully understand the terms of the Agreement and are entering into the
Agreement knowingly and voluntarily.
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26. 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.
27. Survival. Provisions of this Agreement which must survive the termination of this Agreement in
order to effectuate the intent of the parties, including, but not limited to, Sections 10, 12.2 and
13, shall continue in effect after the termination of the Agreement for a sufficient period of time
under the circumstances to effectuate the parties’ intent.
In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the
day and year first written above.
| “EXECUTIVE” Xxxxx X. Xxxxxxxxx |
||||
| /s/ Xxxxx X. Xxxxxxxxx
|
||||
| “THE COMPANY” RegeneRx Biopharmaceuticals, Inc. |
| /s/ X.X. Xxxxxxxxxxx | ||||||
| By: | X.X Xxxxxxxxxxx | |||||
| Title: | President & CEO | |||||
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Attachment A
DISPUTE RESOLUTION POLICY
DISPUTE RESOLUTION POLICY
Scope of Policy.
This Policy applies to any controversy, claim or dispute that could be brought before a court or
agency, whether based on contract or tort or any state, federal or local law (collectively, a
“Claim”), relating to or arising out of your employment with or separation from RegeneRx
Biopharmaceuticals, Inc. (“RegeneRx”), or the termination thereof. This Policy does not apply to
claims for unemployment or workers’ compensation, temporary injunctive relief necessary to prevent
irreparable harm or to enforce an arbitration decision issued in accordance with this Policy.
Informal Resolution and Mediation.
You shall provide RegeneRx’s Principal with a written statement of the claim (“Statement of
Claim”). Similarly, if RegeneRx has a Claim against you, it shall provide you with a Statement of
Claim. The Statement of Claim will describe the Claim to be resolved, identify any documents and
witnesses (or other people who have information) relating to the Claim, and request the relief
sought. The responding party shall have 15 working days in which to offer the relief requested or
proposed, or otherwise satisfy the demand of the aggrieved party. If the Claim has not been
resolved and the aggrieved party wants to pursue the matter, then the aggrieved party shall request
within 10 working days that the Claim be submitted to non-binding mediation in Xxxxxxxxxx County,
Maryland, before a mediator to be jointly selected by the parties. RegeneRx will pay the mediator’s
fee. Such mediation must be held within 90 days of the request for mediation.
Arbitration.
If mediation does not resolve the Claim and the aggrieved party wants to pursue the matter, the
Claim will be resolved by binding arbitration in Xxxxxxxxxx County, Maryland, in accordance with
applicable JAMS Employment Arbitration Rules and Procedures (“Rules”) (for full text of the Rules,
please see www.jamsadr/arbitration_guide.asp). Except as otherwise specifically provided herein,
hearings under this Policy will be conducted in accordance with the Rules. If there is a conflict
between this Policy and the Rules, this Policy will govern.
Time Limits.
The aggrieved party must request arbitration in accordance with the Rules within the limitations
period that would apply if the Claim had been filed in court or with an administrative agency under
statute or common law.
Failure to demand arbitration within this time period shall constitute a waiver of all rights to
bring such a Claim. Arbitration cannot be requested until the party has submitted a Statement of
Claim and exhausted the informal resolution and mediation procedure described in this Policy.
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Terms of Arbitration.
Arbitrations under this Policy will be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et
seq. The parties shall attempt to agree upon an arbitrator who shall hear and decide the dispute.
If the parties are unable to agree upon a mutually acceptable arbitrator, they shall select an
arbitrator through the procedures established by the Rules. Both parties will be entitled to
discovery and to be represented by counsel if they choose.
RegeneRx will pay the arbitrator’s costs and fees. RegeneRx and the employee or former employee
each is solely responsible for its own attorneys’ fees and costs incurred (such as for production
of documents, witness fees, transcripts, depositions, etc.), unless the arbitrator shall order the
award of attorney’s fees and costs in accordance with the applicable law.
Arbitrator’s Authority.
The arbitrator shall have the authority to rule only on an issue that has been submitted in a
Statement of Claim in accordance with these procedures. Failure to submit a Statement of Claim in
accordance with these procedures will constitute a waiver of the right to pursue any Claim under
this Policy or in any court or other forum. The arbitrator shall base the decision and award, if
any, on the facts presented in briefs and at the hearing in accordance with governing prevailing
law, including statutory and judicial authority. The arbitrator must follow RegeneRx’s personnel
policies as set forth in the Policy Manual in effect at the time of the event resulting in the
complaint. The arbitrator may not ignore, modify or revoke any lawful provision of this Policy or
any other RegeneRx policy. The arbitrator’s authority shall be consistent with the Rules.
The Arbitrator’s Decision/Award.
The arbitrator’s decision will be final and binding on RegeneRx and the employee/former employee
and may be recorded as a judgment in a court of competent jurisdiction.
Arbitration As Exclusive Means For Resolution.
In exchange for the parties’ mutual agreement to submit claims to the arbitration process, and to
preserve the expeditious and inexpensive nature of arbitration, which is of value to the parties,
the parties agree that arbitration shall be the sole and exclusive means of resolution of all
Claims. Further, the parties expressly waive their right, if any, to have controversies between
them decided by a court or jury.
Nothing in the Policy shall limit the right of the parties to obtain from a court of competent
jurisdiction either (1) injunctive relief where necessary to prevent irreparable harm or violation
of any trade secret and confidentiality agreement then in force, or (2) enforcement of an
arbitration decision issued in accordance with this Policy.
Miscellaneous.
RegeneRx may modify the Dispute Resolution Policy in writing, by providing employees with 30 days
notice of the modification. No other form of modification shall be valid. Any Claim arising prior
to the effective date of the modification would be handled pursuant to the
procedures in existence prior to the change, except by mutual agreement. If any of the provisions
of this Policy are determined to be invalid by a court or governing agency of competent
jurisdiction, it is agreed that such determination shall not affect the enforceability of the other
provisions of this Policy.
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