EXHIBIT 10.19
Memorandum of Employment Between Cell Pathways, Inc. ("Company")
and Xxxxxxx X. Xxxx ("Executive")
Commencement: Formal employment to commence January 1, 1993; services prior
thereto as consultant. Employment terminable by company at any time upon sixty
days prior written notice (Executive to continue full services and effect smooth
transition during notice period).
Duties: Those of chief financial, legal and administrative officer of Company
(election to corresponding corporate officerships as well as Secretary) until
Company growth justifies bringing on more specialized expertise (at which time
Executive will concentrate more on the legal, public affairs and corporate
secretarial functions); reports to the Board; establish Company structure,
procedures, facilities, records and reports; coordinate operational matters
consistent with the foregoing; assist in business planning, commercialization,
and financings; and such other duties as may be assigned by the Board or the
Chairman.
Compensation: Starting January 1, 1993, initial annual salary rate of $110,000
and annual bonus rate of $30,000 (based on performance); both may be changed by
mutual agreement of the Board and Executive; salary rate to increase by $50,000
at time of initial public offering. In addition, Executive will be eligible for
additional cash or stock bonuses based upon the accomplishment of other
significant events which benefit the Company and result largely from the effort
of the Executive. Consulting services for 1992, $16,000.
Benefits: Participation in Company health, dental and insurance plans as a
member of senior management (or cash equivalent of Company cost to the extent he
waives participation); participation in savings, incentive and retirement or
similar plans and perquisites, as a member of senior management; paid vacation
in accordance with Company practice, but not less than four weeks per year;
reimbursement of business expenses, including professional association dues and
expenses; payment of $20,000 to cover househunting trips, relocation
transactions, transportation and moving.
Severance: Continuation of base salary and benefits for six months following
termination date (cessation of work at end of notice period) in the event of
termination by Company (other than for Cause as defined in contract with Xxxxx
X. Xxxxxxx) or termination by Executive for Good Reason (as defined in contract
with Xxxxx X. Xxxxxxx).
Non-Competition and Confidentiality Agreement: Signed concurrently.
Cell Pathways, Inc. Xxxxxxx X. Xxxx
By /s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxx
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