AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.2
AMENDED AND RESTATED
This AGREEMENT, entered into as of January 23, 2012 (the “Agreement”), by and between Bionovo, Inc., a Delaware corporation, with its principal office at 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 (the “Company”), and Xxxx Xxxxxxxxxxx (the “Executive”).
WHEREAS, the Executive is currently employed by the Company pursuant to an agreement effective as of January 1, 2008 (as heretofor amended, the “Existing Employment Agreement”);
WHEREAS, the Executive is willing to continue to perform services for the Company; and
WHEREAS, the Company and the Executive desire to restate and make certain changes in the Existing Employment Agreement, including, without limitation, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”).
(b) The Executive, without additional compensation and subject to (a) above and the other terms of this Agreement, shall also serve, if so requested by the Board, in senior management capacities of Subsidiaries of the Company. “Subsidiary” shall mean any entity in which the Company owns, directly or indirectly, at least fifty percent (50%) of the outstanding securities generally entitled to vote for the election of directors.
1.2. (a) Except for earlier termination as provided in Section 4 hereof, the Executive’s employment under this Agreement (the “Employment Term”) shall be for an initial term beginning on the date hereof and ending on January 23, 2017 (the “Initial Term”). The Employment Term shall be automatically renewed for successive additional terms of two (2) years each (each an “Additional Term”), unless either party hereto gives written notice to the other at least one hundred eighty (180) days prior to the expiration of the Initial Term or the then Additional Term, as the case may be, of such party’s intention to terminate the Executive’s employment hereunder at the end of such Initial Term or such Additional Term and not renew it.
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3. BENEFITS, expenses AND all other compensation
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(a) During the Employment Term, the Company either under its group term life insurance plan or otherwise, but in any event at no cost to the Executive (other than taxes with regard to any taxable amount), shall maintain life insurance on the life of the Executive for the benefit of Executive’s designated beneficiaries in an amount at least equal to that currently maintained. All such premiums shall be paid annually prior to the Short Term Deferral Date
(b) However, in lieu of the split dollar life insurance arrangement, the Executive shall be provided with the value of the benefit attributed to the life insurance in the Executive’s annual compensation. To the extent permitted under the terms of the Company’s deferred compensation plan the annual value of the benefit to be payable as compensation from the terminated life insurance benefit shall be eligible to be deferred under said deferred compensation plan which shall be maintained by the Company for the Executive.
(a) During the Employment Term, the Company shall maintain long term disability coverage for the Executive under a plan no less favorable to the Executive than that currently maintained (the “Long Term Disability Plan”).
(b) However, in lieu of supplemental disability insurance, the Executive shall be provided with the value of the benefit attributed to the disability insurance in the Executive’s annual compensation. To the extent permitted under the terms of the Company’s deferred compensation plan, the annual value of the benefit payable as compensation from the terminated disability benefit shall be eligible to be deferred under the Company’s deferred compensation plan which shall be maintained by the Company for the Executive.
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(a) the death of the Executive;
(b) the termination of the Executive’s employment by the Company due to the Executive’s Disability pursuant to Section 4.2 hereof;
(c) the termination of the Executive’s employment by the Company for. Cause pursuant to Section 4.5;
(d) the termination of the Executive’s employment by the Company without Cause upon ninety (90) days’ prior written notice;
(e) the termination of the Executive’s employment by the Executive for Good Reason pursuant to Section 4.3 hereof; or
(f) the termination of the Executive’s employment by the Executive without Good Reason.
(b) In the event a dispute arises between the Executive and the Company concerning the Executive’s physical or mental ability to continue or return to the performance of his duties as aforesaid or as to whether such disability is likely to totally and permanently prevent the Executive from performing his material duties, the Executive shall submit to examination by a competent physician mutually agreeable to both parties or, if the parties are unable to agree, by a physician appointed by the President of the Association of the Bar of the City of New York, and such physician’s opinion shall be final and binding.
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(c) Notwithstanding anything in this Agreement to the contrary, the Executive’s right to terminate the Executive’s employment for Good Reason or voluntarily pursuant to Section 5.5 hereof shall not be affected by the Executive’s incapacity due to physical or mental illness.
(d) For purposes of this Agreement, a “Notice of Disability Termination” shall mean a written notice which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under this Section 4.2 and which shall have been authorized by a vote of at least three-quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and reasonable opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board).
(a) Any nonincidental de jure or de facto demotion or diminution of the Executive from the highest position held by the Executive on or after the date hereof (the “Executive’s Highest Position”), including without limitation (i) any nonincidental reduction in the Executive’s authority or responsibility, any nonincidental curtailment of the Executive’s access to management senior to the Executive for ordinary course reporting purposes or any assignment to the Executive of duties inconsistent with the Executive’s Highest Position, or (ii) any failure to re-elect the Executive to the Executive’s Highest Position, including without limitation the title thereof, except in each case in connection with the termination of the Executive’s employment for Cause or Disability or as a result of the Executive’s death, provided that if such event takes place prior to a Change of Control such event shall only be deemed Good Reason if such action is approved by a majority of the directors who are not employed by the Company and who are not relatives (by blood or marriage) of the Executive;
(b) In the event a Change of Control has taken place, a failure by the Company to continue any bonus plan in which the Executive is then entitled to participate (the “Bonus Plan”), provided that any such plans may be modified from time to time but shall be deemed terminated if (i) any such plan does not remain substantially in the form in effect prior to such modification and (ii) if plans providing the Executive with substantially similar benefits are not substituted therefor (“Substitute Plans”), or a failure by the Company to continue the Executive as a participant in the Bonus Plans and Substitute Plans on at least the same basis as to the potential amount of the bonus and the achievability thereof as the Executive participated, immediately prior to any change in such plans or awards, in accordance with the Bonus Plans and the Substitute Plans;
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(c) In the event that the Company’s Bonus Plan is a purely discretionary plan and a Change of Control has taken place, a failure to provide the Executive with a bonus in cash for each fiscal year of the Company ending during the Employment Term and after the Change of Control of the Company at least equal to the highest bonus earned by, or awarded to, the Executive in respect of any of the three fiscal years of the Company ending immediately prior to the Change of Control of the Company or, if higher, for the fiscal year of the Company, in which such Change of Control of the Company occurs;
(d) In the event a Change of Control has taken place, a relocation of the Company’s principal executive offices to a location more than 50 miles from the Company’s existing offices at 0000 Xxxxxx Xxxxxx in Emeryville, California (the “Emeryville Area”) or the Company requiring the Executive to be based anywhere other than the Emerville Area, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change of Control;
(e) In the event a Change of Control has taken place, any material adverse change in the office assignment (based on size, location, furnishings and other appointments) or secretarial and other support accorded to Executive at the time the Executive held the Executive’s Highest Position;
(f) In the event a Change of Control has taken place, a failure by the Company to continue in effect any benefit plan or arrangement (including any pension, profit sharing, life insurance, health, accidental death or dismemberment or disability plan) in which the Executive or his dependents is then participating or plans or arrangements which in the aggregate provide the Executive and the Executive’s dependents with substantially similar benefits, or the taking of any action by the Company which would adversely affect the Executive’s and the Executive’s dependents’ participation in or reduce the Executive’s and the Executive’s dependents’ benefits under any of such plans or arrangements or the replacements thereof, providing that the foregoing shall not limit the Company’s right to make changes to comply with applicable laws, provided that the Company shall otherwise compensate the Executive for any loss (including but not limited to tax benefits) to the Executive as a result of such changes and any losses associated with such changes are made to the Executive no later than the applicable Short Term Deferral Date;
(g) In the event a Change of Control of the Company has taken place, a failure to permit the Executive to participate in incentive plans and programs, on a basis providing the Executive with the opportunity to receive compensation (without duplication or the amounts under Bonus Plans) equal to the highest level of those provided by the Company to the Executive on an annualized basis under such incentive plans and programs, including without limitation stock option plans and other equity based compensation plans, as in effect within one year prior to the time of the Change of Control of the Company or, if more favorable to the Executive, as in effect at any time thereafter with respect to the Executive or other executives with comparable responsibilities;
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(h) In the event a Change of Control has taken place, the taking of any action by the Company which would deprive the Executive of any material fringe benefit then enjoyed by the Executive or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is or was entitled in accordance with this Agreement;
(i) The failure by the Company to obtain the specific assumption of this Agreement by any successor or assign of the Company or any person acquiring all or substantially all of the Company’s assets;
(j) The failure of the Company to pay to the Executive any amounts due under this Agreement within the later of seven (7) days after the due date thereof or seven (7) days after the Executive’s written demand for payment of such amount to the Board;
(k) Any material breach by the Company of any provision of this Agreement; or
(l) Any purported termination of the Executive’s employment, which is not effected pursuant to the terms and provisions of this Agreement, and, for purposes of this Agreement, no such purported termination shall be effective.
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(b) The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a Notice of Termination for Cause. For purposes of this Agreement a “Notice of Termination for Cause” shall mean delivery to the Executive of a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the independent members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and reasonable opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. For purposes of this Agreement, no such purported termination of the Executive’s employment shall be effective without such Notice of Termination for Cause. No Notice of Termination for Cause shall be deemed valid if such Notice is given more than one hundred and twenty (120) days after the Company had actual knowledge of the conduct at issue.
5. CONSEQUENCES OF TERMINATION
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(a) The Company shall pay the Executive Accrued Obligations. All Accrued Obligations other than under Section 5.1 (iv) or (vi) shall be paid to the Executive in a lump sum in cash 30 days after the date of termination and the amounts under Section 5.1 (iv) and (vi), in accordance with the applicable incentive compensation plan or employee benefit plan (including, but not limited to, manner, form and time of payment).
(b) The Company shall pay to the Executive as severance pay, in a lump sum 30 days after the date of termination:
(i) a lump sum in an amount equal to two and one quarter (2.25) times the Executive’s Base Salary;
(ii) a lump sum in an amount equal to the product of (A) the annual bonus paid by the Company to the Executive for the last fiscal year of the Company ending prior to the date of termination multiplied by (B) two and one quarter; and
(iii) a lump sum in an amount equal to twenty seven (27) times the then monthly COBRA premium and twenty seven (27) times the monthly long term disability premium.
(iv) with respect to each incentive pay plan (other than stock option or other equity plans and the annual bonus plan) of the Company (or its Subsidiary) in which the Executive participated at the time of termination, a lump sum amount equal to the amount the Executive would have earned if he had continued employment for two and one quarter (2.25) additional years and achieved all criteria under the incentive plans for the target award provided thereunder.
(v) a lump sum in an amount equal to the product (A) the annual amount deferred by the Executive for the last calendar year ending prior to the date of termination multiplied by (B) two and one quarter; and
(c) In addition, the Executive shall for two and one quarter (2.25) years after such termination continue to be covered by the Company for life insurance as if he was an active employee and shall be given access to health coverage by the Executive paying monthly an amount equal to the COBRA premium.
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(d) To the extent the additional two and one quarter (2.25) years service time would qualify the Executive for any additional benefits under any such Company medical plan or Company life insurance plan, such as retiree health or life insurance coverage (beyond that covered above), as additional severance pay, such life insurance coverage and additional benefits shall be provided in accordance with (c) above and under (b)(iii) above the Executive shall receive an additional lump sum equal to two and one quarter (2.25) times the then COBRA premium multiplied by the actual additional projected months of such coverage period.
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6. CONFIDENTIAL INFORMATION, NON-COMPETITION, INVENTIONS, ETC.
(a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, (i) obtained by the Executive during his employment by the Company or any of its affiliated companies and (ii) not otherwise public knowledge or known within the Company’s industry other than through improper disclosure by the Executive. After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company, unless compelled pursuant to the order of a court or other body having jurisdiction over such matter or upon the advice of counsel, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.
(b) During the Employment Term and, if the Employment Term ends prior to a Change of Control, for a period of one (1) year after the termination or expiration thereof, the Executive will not directly or indirectly:
(i) as an individual proprietor, partner, stock-holder, officer, employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than three percent (3%) of the total outstanding stock of a publicly held company), engage in the business (the “Restricted Business”) of developing, producing, marketing, selling or performing products or services developed or being developed, produced, marketed, sold or performed by the Company while the Employee was employed by the Company (provided that following the expiration or termination of the Employment Term, (x) the Executive may act as an employee of or consultant to a person or entity which engages in the Restricted Business so long as the Employee does not himself engage in or assist the person or entity in engaging in the Restricted Business by virtue of such employment or consulting relationship; (y) the Executive may serve as a senior executive in a corporation or other entity that has a division or subsidiary that reports to the Executive and that engages in the Restricted Business if the Executive is no more than nominally involved in the day-to-day operations or business practices of such division or subsidiary; and (z) the Executive may provide investment banking services to corporations or other entities engaged in the Restricted Business relating to financing, mergers, acquisitions and dispositions; or
(ii) recruit, solicit or induce, or attempt to induce, any non-clerical employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company; or
(iii) divert or take away, or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts of the Company which were contracts, solicited or served by the Executive while employed by the Company.
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(c) If any restriction set forth in Section 6(b) above is found by any court of competent jurisdiction or arbitrator to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic are, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
(d) The restrictions contained in Sections 6(a), (b) and (i) are necessary for the protection of the business and goodwill of the Company because of the trade secrets within the Executive’s knowledge and are considered by the Executive to be reasonable to such purpose. The Executive agrees that any breach of Sections 6(a), (b) or (i) will cause the Company substantial and irreparable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company shall have the right to seek specific performance and injunctive relief. In no event shall an asserted violation of the provisions of Sections 6(a), (b) or (i) constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
(e) All inventions, discoveries, computer programs, data, technology, designs, innovations and improvements (whether or not patentable and whether or not copyrightable) related to the business of the company which are made, conceived, reduced to practice, created, written, designed or developed by the Executive, solely or jointly with others and whether during normal business hours or otherwise, during his employment by the Company pursuant to this Agreement (“Inventions”), shall be the sole property of the Company. The Executive hereby assigns to the Company all such Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any office of the Company as his duly authorized attorney, but without any out-of-pocket expense to the Executive, to execute, file, prosecute and protect the same before any government agency, court or authority. The Executive hereby waives all claims to moral or similar rights in any Invention. Upon the request of the Company and at the Company’s expense, the Executive shall execute such further assignments, documents and other instruments as maybe necessary or desirable to fully and completely assign all such Inventions to the company and to assist the Company in applying for, obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign country with respect to any such Invention.
(f) The Executive shall promptly disclose to the Company all such Inventions and will maintain adequate and current written records (in the form of notes, sketches, drawings and as may be reasonably specified by the Company) to document the conception and/or first actual reduction to practice of any such Invention. Such written records shall be available to and remain the sole property of the Company at all times.
(g) Upon termination of this Agreement or at any other time upon request by the Company, the Executive shall promptly deliver to the Company all records, files, memoranda, notes, designs, data, reports, price lists, customer lists, drawings, plans, computer programs, software, software documentation, sketches, laboratory and research notebooks and other documents (and all copies or reproductions of such materials in his possession or control) belonging to the Company.
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(h) The Executive represents that the Executive’s employment by the Company and the performance by the Executive of his obligations under this Agreement do not, and shall not, breach any agreement that obligates him to keep in confidence any trade secrets or confidential or proprietary information of his or of any other party or to refrain from competing, directly or indirectly, with the business of any other party. The Executive shall not disclose to the Company, and the Company shall not request that the Executive disclose, and trade secrets or confidential or proprietary information of any other party.
(i) The Executive acknowledges that the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. If the Executive’s duties hereunder will require disclosures to be made to him subject to such obligations and restrictions, the Executive agrees to be bound by them and to take all action necessary to discharge the obligations of the Company under such agreements.
The Company agrees that if the Executive’s employment with the Company is terminated during the Employment Term for any reason whatsoever, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Further, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive or benefit provided to the Executive as the result of employment by another employer or otherwise. The Company’s obligations to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive.
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In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Company shall make an additional Gross-up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.
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(a) With regard to any payment, the providing of any benefit or any distribution of equity that constitutes “deferred compensation” subject to Code Section 409A, payable upon separation from service, such payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death; and
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(b) On the first day of the seventh month following the date of Executive’s Separation from Service or, if earlier, on the date of his death, (x) all payments delayed pursuant to this Section 9 with interest at the prime rate as published in the Wall Street Journal on the first business day of the delay period (whether they would otherwise have been payable in a single sum or in installments in the absence of such delay), shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section 9.4 shall be made to the Executive.
All notices or communications hereunder shall be in writing, addressed as follows:
To the Company:
Bionovo, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: President
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with a copy to each outside director of the Company at either home or business address as indicated in the records of the Company.
To the Executive:
At the last address on the books of the Company
Any such notice or communication shall be delivered personally or be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time). Notice shall be deemed given upon receipt if delivered personally or three (3) days after mailing or mailed as aforesaid. Either party may change his or its address for notices under this Agreement by sending a notice of such new address in the manner set forth in this Section.
If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.
In the event the Executive collects any part or all of the payments provided for hereunder or otherwise successfully enforces the terms of this Agreement by or through a lawyer or lawyers, the Company shall pay all costs of such collection or enforcement, including reasonable legal fees and other fees and expenses which the Executive may incur. The Company shall pay to the Executive interest at the prime rate as announced from time to time by Citibank, N.A. all or any part of any amount to be paid to the Executive hereunder that is not paid when due. The prime rate for each calendar quarter shall be the prime rate in effect on the first day of the calendar quarter. Any such interest shall be paid to the Executive together with the underlying amount. Any costs of collection due to the Executive under this Section 12 shall be paid no later than the Short Term Deferral Date for the year in which a court or arbitrator directs payment of the amounts due, or if settled without such direction, the year of such settlement.
13. SUCCESSORS; BINDING AGREEMENT
(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or other-wise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation and benefits from the Company in the same amount and on the same terms to which the Executive would be entitled hereunder if the Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
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(b) The Company may not assign this Agreement except in connection with, and to the acquiror of, all or substantially all of the business or assets of the Company.
(c) This Agreement shall inure to the benefit of and be enforceable by the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is not such designee, to his estate.
No provision of this Agreement may be modified, waived or discharged orally, but only by a waiver, modification or discharge in writing signed by the Executive and such officer as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions of conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are note expressly set forth in this Agreement.
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in New York, New York, in accordance with the rules of the American Arbitration Association then in effect, and judgment may be entered on the arbitrators’ award in any court having jurisdiction. The Company shall pay all costs of the American Arbitrator Association and the arbitrator. Notwithstanding the foregoing, the Executive shall be entitled to seek specific performance from a court of his right to be paid until the date of termination during the pendency of any dispute or controversy arising under or in connection with this Agreement and the Company shall have the right to obtain injunctive relief from a court pursuant to Section 6(d) hereof.
Subject to Section 16, this Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive with respect to the subject matter hereof, including but not limited to the Existing Employment Agreement, provided that the foregoing shall supplement and not supersede any previous agreements, assignments or other instruments with regard to Inventions.
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Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise prejudice such rights as the Executive may have .under any other agreement (other than the Existing Employment Agreement and any other currently existing agreement as to employment or severance from employment) with the Company or any of its affiliated companies, provided that to the extent the Executive is entitled to receive any amounts hereunder, he shall not be entitled to any amounts under any other severance plan. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under the plan or program of the Company or any of its affiliated companies at or subsequent to the date of termination shall be payable in accordance with such plan or program..
18. | GOVERNING LAW |
This Agreement shall be construed, interpreted, and governed in accordance with the laws of California, without reference to rules relating to conflicts of law.
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BIONOVO, INC. | ||
By | ||
President | ||
Executive |
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