Exhibit 10.1
EMPLOYMENT AGREEMENT
between
Maxim Pharmaceuticals, Inc. (German Branch)
- hereinafter referred to as the "COMPANY" -
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and
Xx. Xxxx-Xxxxxxx Xxxxxxxx
- hereinafter referred to as "XX. XXXXXXXX" or the "EMPLOYEE" -
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1. COMMENCEMENT OF EMPLOYMENT
1.1 The employment will commence with effect from July 1, 2001.
1.2 Upon commencement, the consultancy agreement between the Company and
the Employee dated March 1, 2001 shall terminate. The Company shall not
retain any liabilities thereunder other than the payment of the agreed
consultancy fee through June 30, 2001 and the Employee will not assert
any claims except for such payment.
2. DUTIES
2.1 Xx. Xxxxxxxx shall be employed in the position of Managing Director,
Europe. He will be head of the Company's German branch and as such be
responsible for its proper conduct of business.
2.2 Mr. Bremeyer's scope of activity and responsibility shall principally
comprise the following duties:
- providing a European Community (EC) entity to serve as a basis
for filing for regulatory approval in certain EC countries,
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- determining the best procedure for obtaining approval of
Ceplene and other products by the European Medical Evaluation
Authority (EMEA),
- obtaining EMEA approval,
- determining a strategy regarding complementary drugs such
as IL-2,
- meeting all EC regulatory requirements,
- creating the distribution model for the EC,
- establishing marketing and other corporate partners.
2.3 Xx. Xxxxxxxx is directly reporting to the CEO of Maxim Pharmaceuticals,
Inc.
2.4 The Company reserves the right to assign other or additional duties to
Xx. Xxxxxxxx without additional compensation insofar as they are
commensurate with his knowledge and abilities.
3. PLACE OF WORK
3.1 Mr. Bremeyer's general place of work will be mainly in Germany.
3.2 For the performance of his duties hereunder, Xx. Xxxxxxxx may be
required to travel both within and outside of Germany.
3.3 The Company reserves the right to transfer Xx. Xxxxxxxx to another
place of work, insofar as such transfer can reasonably be expected from
Xx. Xxxxxxxx and takes reasonable account of his personal interests.
4. HOURS OF WORK
4.1 Mr. Bremeyer's standard hours of work will be 40 hours per week.
4.2 To the extent permitted by law, Xx. Xxxxxxxx will work overtime if this
is required in order to appropriately and timely fulfill the duties
hereunder. Any overtime will not be additionally compensated.
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5. REMUNERATION
5.1 As compensation for the services to be provided under this Agreement,
Xx. Xxxxxxxx will receive a gross basic salary of DM 580,000.00 (in
words Deutschmarks five hundred and eighty thousand) p.a. This salary
will be paid in equal monthly instalments at the end of each calendar
month.
5.2 Mr. Bremeyer's salary shall be paid by remittance to the bank account
specified by him from time to time.
5.3 The Company will review the salary annually, taking into account Mr.
Bremeyer's personal performance as well as the general development of
cost of living expenses. There is no obligation for a salary increase
as a consequence of such review and any increase is discretionary.
5.4 The Company takes over the contributions to the social security
institutions as required by law. In the event that Xx. Xxxxxxxx carries
private health insurance, the Company will pay 50% of the average legal
contributions to the mandatory public health insurance scheme.
6. BONUS
6.1 The Company shall determine annually the value of any bonus and whether
one is to be paid at all. Such bonus shall reward previous and future
loyalty to the Company and Mr. Bremeyer's performance during the course
of the previous year. Any bonus payment will be at the Company's
absolute discretion. No right to payment of a bonus shall arise merely
by virtue of Xx. Xxxxxxxx having received a bonus in the past.
6.2 The level of any bonus shall not exceed 20% of the annual salary as
set out in clause 5.1 above.
6.3 In any case, a bonus payment shall only be made if no notice of
termination has been given on or before November 1 and no agreement to
terminate has been entered into by that date.
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6.4 A bonus shall be determined and notified in November each year and
shall be paid together with the salary for December.
7. INVENTIONS
Notwithstanding mandatory provisions of German law under the Employee Inventions
Act (Arbeitnehmererfindungsgesetz), Xx. Xxxxxxxx hereby agrees to Maxim's
Standard Employee Proprietary Information and Inventions Agreement which is
attached hereto and constitutes an inseparable part of this Employment
Agreement.
8. EXPENSES
8.1 Business expenses, in particular expenses for business travel, will be
reimbursed in accordance with the maximum rates acknowledged under
German law.
8.2 Xx. Xxxxxxxx will use his private car for business travel. He will be
reimbursed at the rate of 1.20 DM/km.
9. ASSIGNMENT AND PLEDGE OF CLAIMS
The assignment and/or pledge of any claims arising from the employment
relationship is prohibited and of no effect with regard to the Company
unless the Company has given its prior written consent to such
assignment or pledge.
10. HOLIDAYS
10.1 Xx. Xxxxxxxx shall be entitled to 30 working days' paid holiday per
calendar year. Working days are Monday through Friday.
10.2 Holidays shall be taken upon coordination with the Company's management
and in due consideration of current business needs.
10.3 Holidays shall be taken during the calendar year of entitlement. With
the written consent of the management of the Company, it may be
extended to March 31 of the following year.
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11. ABSENCE FROM WORK
11.1 Whenever Xx. Xxxxxxxx is unable to attend work, for whatever reason, he
shall inform the Company without delay and at the latest on the first
morning of absence of the reasons for and the likely duration of his
absence, and additionally shall let the Company know of any urgent work
matters needing to be addressed.
11.2 If, in the case of illness, Xx. Xxxxxxxx is unable to attend work for
more than three calendar days, he shall produce, no later than on the
first working day following this three-day period, a medical
certificate confirming such inability. The Company shall be entitled to
require Xx. Xxxxxxxx to produce such certificate at an earlier date. If
Xx. Xxxxxxxx is unable to attend work for a longer period than that set
out in this certificate, he shall produce a new certificate no later
than the first working day after the previous certificate ceases to be
valid.
12. OTHER EMPLOYMENT AND PUBLICATIONS
12.1 Any other business related activity or employment, whether paid or
unpaid, requires the prior written consent of the Company.
12.2 Publications or lectures on matters connected with or relating to Mr.
Bremeyer's activities for the Company require the Company's prior
written consent. Xx. Xxxxxxxx will not disclose his affiliation to the
Company in the case of any publications or lectures without prior
approval by the Company.
12.3 The obligation to confidentiality as set out under clause 13 below
remains unaffected by this provision.
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13. CONFIDENTIALITY
13.1 Xx. Xxxxxxxx shall not disclose any trade or business secrets of the
Company or affiliated companies and shall not disclose any defined or
definable facts which may be reasonably deemed confidential by the
Company or affiliated companies. To the extent such information falls
within his sphere of work, Xx. Xxxxxxxx shall ensure that third persons
do not obtain unauthorized access to it.
13.2 The duties set out in clause 13.1 above shall continue to exist beyond
the end of the employment relationship unless it functions as a
post-contractual prohibition against competition within the meaning of
Sections 74 et seq. German Commercial Code (HGB).
13.3 The Company will exempt Xx. Xxxxxxxx from the duties defined under
clauses 13.1 and 13.2 above if and insofar as Xx. Xxxxxxxx is obliged
by law to disclose information subject to these duties of
confidentiality or if and as far as Mr. Bremeyer's justified interests
to be exempt from such duty decisively outweigh the Company's justified
interests to keep the information confidential.
14. TERMINATION OF EMPLOYMENT
14.1 The employment relationship can be terminated by either party with a
notice period of six months ending at the end of a calendar month. Any
extension of the notice period on the basis of statutory provisions
applies likewise to both parties.
14.2 After notice of termination has been given by either party, the Company
shall be entitled to release Xx. Xxxxxxxx from work from that point on
until the end of the notice period, provided that the Company continues
to pay his contractual salary. Unclaimed holiday entitlements shall
thereby be compensated.
14.3 The employment relationship shall end without the need for notice of
termination no later than at the end of the month in which Xx. Xxxxxxxx
reaches the age of 65.
14.4 Upon request of the Company and, in any event, on the final work day
before the legally effective end of the employment relationship, Xx.
Xxxxxxxx shall return to the Company, in accordance with its
instructions, all property belonging to the Com-
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pany or any affiliated company as well as all work and business
documents which can still be used, including electronic data and any
notes and copies thereof made. This applies in particular if Xx.
Xxxxxxxx is released from work within the meaning of clause 14.2 above.
This does not apply to property which Xx. Xxxxxxxx received with the
express permission to also use it for private purposes. A right of
retention shall not exist.
15. OTHER AGREEMENTS
15.1 This Agreement shall replace all verbal or written agreements
previously concluded between the parties in respect of its subject
matter.
15.2 The stock option agreement dated March 1, 2001 between the Company and
Xx. Xxxxxxxx shall remain unaffected.
16. MISCELLANEOUS
16.1 Any side agreements and amendments of this Agreement require written
form to be valid. This applies also to an amendment to this clause on
the requirement of written form.
16.2 In the event that individual provisions of this Agreement should be
invalid, the validity of the remaining provisions of this Agreement
shall not be affected thereby.
16.3 The parties shall endeavour to replace any invalid provision of this
Agreement by such valid provision which as closely as possible achieves
the purposes originally intended.
San Diego, California, June 30, 2001
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxx-Xxxxxxx Bremeyer
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Xxxxx X. Xxxxxxxxx Xxxx-Xxxxxxx Xxxxxxxx
Chief Executive Officer
Maxim Pharmaceuticals, Inc.
