EXHIBIT 10.20
EMPLOYMENT AGREEMENT
1. PARTIES
This Employment Agreement ("Agreement") is entered into by and between
Pharmion Corporation, a Delaware corporation whose principal place of
business is located at 0000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx, XXX
00000 ("Pharmion" or the "Company"), and Xxxxxxx Xxxxxxxx of 00 Xxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxxx, Xxxxxxx. The parties understand and agree
that Pharmion may assign this Agreement to one of its subsidiaries or
related companies and that Xx. Xxxxxxxx may be employed by one of
Pharmion's subsidiaries or related companies pursuant to this
Agreement.
2. START DATE AND DURATION
Your employment will begin November 1, 2000, and shall continue
indefinitely subject to termination in accordance with Sections 14, 18
and 20 of this Agreement.
3. JOB TITLE AND RESPONSIBILITIES
You shall be required to undertake such duties as the Company specifies
and which are consistent with your position within the Company. This
may from time to time involve the provision of your services by the
Company to other companies owned by or related to Pharmion.
Your job title will be Vice President/Regional Director.
Your duties will include coordination of the marketing and selling
activities of distributors of Pharmion's products (including products
licensed to Pharmion) in Greece, Turkey, the Middle East, Africa, Asia,
Australia and New Zealand on behalf of Pharmion.
You shall report to whomsoever the Company may nominate from time to
time. Initially, you will report directly to the Company's President
(currently Xxxxxxx Xxxxxxx). Unless otherwise expressly stated in this
Agreement, all consents, approvals and authorizations which you are
required to obtain from the Company shall be given by the President or
such other person as Pharmion shall specify or the President shall
nominate from time to time.
Your duties and this appointment may be performed by you solely or
jointly with whomsoever the Company may appoint.
The Company may require that you do not perform any duties and/or do
not appear at the Company's premises (or the premises of any of the
Company's subsidiaries or related companies) during any period of
suspension or while you are under notice of termination of your
employment provided that you continue to be paid the salary and
benefits to which you are entitled under this Agreement and provided
that the period of any such requirement does not exceed three (3)
months.
In particular, but without limitation, you are required to comply with
the following while you are employed by the Company:
(a) Provision of Information
You shall keep the President promptly and fully informed (in
writing if so required) of your conduct of Pharmion's
business.
(b) Business Plans and Budgets
You shall attend meetings as required to discuss business
plans. You shall prepare annual budgets in a form to be agreed
by Pharmion to be submitted to Pharmion for approval by the
required deadline.
(c) Limits on entering into contracts
Without the advance approval of the President, you may not
conclude contracts for the sale of Company products (including
products licensed by the Company) on behalf of the Company or
any subsidiary or related company.
You shall not commit the Company or any of its subsidiaries or
related companies to any other contract or obligation
involving a financial commitment exceeding the relevant amount
authorized by a budget approved by Pharmion.
You shall not cause the Company or any of its subsidiaries or
related companies to enter into any commitment, contract or
arrangement otherwise than in the normal course of business
and within the scope of your normal duties.
(d) Credit
You shall not pledge the credit of the Company or the credit
of any of the Company's subsidiaries or related companies or
grant any security, charge, lien or encumbrance over any or
all of its or their assets.
(e) Guarantees
You shall not bind or purport to bind the Company or any of
the Company's subsidiaries or related companies in
guaranteeing or acting as surety for the debt or liability of
any other person.
(f) Recruiting
You shall not engage any person as an employee, or as a
self-employed subcontractor or consultant, unless either such
recruitment has been authorized by the relevant budget or you
have obtained the prior written approval of Pharmion.
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(g) Media Coverage
You shall not make or give any statement announcement or
interview to the press, a radio or television network or any
other medium of communication on any matter concerning the
Company, or any of the Company's subsidiaries or related
companies, or any past or present or prospective customer or
client of the Company without the prior written approval of
the President.
(h) Advertising
You shall comply with the Company's rules and procedures in
relation to the placement of any advertisement in any
newspaper, magazine or other medium, of communication.
4. NORMAL PLACE OF WORK
Initially, you may base your primary work office in either Malta or
Thailand. However, because your duties will involve travel to
customer's locations, you may be required to travel anywhere in the
World as is necessary for the proper performance of your duties. It is
envisioned that you will be required to spend the majority of your time
outside of Malta and Thailand. The Company reserves the right to assign
you to any of its other subsidiaries or related companies and/or
require you to be based at any place in the World. You will be given at
least 3 months' notice of any such change.
5. WHOLE TIME AND ATTENTION
During your employment with the Company you shall devote your best
efforts to promoting Pharmion's business and may not, without the prior
written consent of the Company (and even then subject to any terms and
conditions the Company may reasonably impose), engage or be interested
in (in either case, whether directly or indirectly) any other business
or employment.
During your working hours you shall devote your whole time and
attention to your duties for Pharmion and shall not be engaged in any
other activities without the Company's prior written consent.
You may not hold more than 5% of the issued securities of any class of
shares in the Company or any of its subsidiaries or related companies.
6. CONFIDENTIAL INFORMATION
You acknowledge that signing and complying with the Confidential
Information and Invention Assignment Agreement ("Confidential
Information Agreement"), attached as Appendix A, is a condition of your
employment with the Company. You therefore agree to sign and comply
with the Confidential Information Agreement and acknowledge that by
beginning employment with the Company, you will be deemed to have
signed and agreed to all provisions of the Confidential Information
Agreement.
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7. NORMAL WORKING HOURS
Due to the nature of your current assignment (and, in particular, the
fact that your current duties require you to work at distributors'
premises) you do not currently have any normal hours of work.
You are required to work such hours as are necessary for the proper
performance of your duties.
8. SALARY
Your basic salary will be at the rate of 150,000 pounds sterling per
year. Your salary will be reviewed in accordance with the Company's
procedures from time to time.
Should you be required to pay (or to have withheld) income tax in any
country in respect of your basic salary, the Company shall increase
your basic salary to the rate at which your net after tax salary rate
shall be US $225,000 per year. Any such increase shall not be regarded
as an increase in basic salary for the purposes of calculating any
entitlement to benefits (e.g., the Company's contributions to your
personal pension scheme).
The Company may arrange for payment of all or any part of your basic
salary (or the provision of any benefit) by any of its subsidiaries or
related companies in satisfaction of its obligations hereunder.
9. RENTAL ALLOWANCE
You will be paid a rental allowance at the rate of US $2,000 per month.
This will be paid to you in the United Kingdom in pounds sterling (the
sterling equivalent for each monthly payment being calculated using the
Applicable Exchange Rate for the date of each such payment). For
purposes of this Section 9, the "Applicable Exchange Rate" for a
particular date shall be the spot rate specified in the UK Financial
Times on the immediately preceding Quarter Day (the "Quarter Days"
shall be January 1st, March 1st, June 1st and September 1st) or, if
such Quarter Day falls on a Sunday, the following Monday. At your
election and direction, the Company will directly deposit the monthly
rental allowance payments into a UK bank account designated by you.
10. TERMINATION PAYMENT OWED BY NEXSTAR PHARMACEUTICALS INTERNATIONAL LTD.
You have informed the Company that pursuant to an employment contract
between you and NeXstar Pharmaceuticals International Ltd (NeXstar),
NeXstar will be obligated to pay you a termination payment (the
"NeXstar Termination Payment") upon the termination of your employment
with NeXstar. In the event that NeXstar fails and refuses to pay you
the NeXstar Termination Payment, the Company, at its sole option, will
either (i) pay to you the amount of the NeXstar Termination Payment, or
(ii) reimburse you for your reasonable legal expenses, including your
reasonable attorney's fees, incurred in bringing legal action against
NeXstar to obtain payment of the NeXstar Termination Payment.
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11. EXPENSES
The Company shall reimburse you all expenses reasonably and necessarily
incurred by you in the proper performance of your duties in accordance
with the Company's staff expenses policy as amended from time to time.
Such reimbursement will be made within two (2) months of the date on
which such expenses have been incurred provided that you supply the
Company with evidence satisfactory to the Company that such expenditure
has been properly incurred within one (1) month of the date on which
such expenditure is incurred.
All reimbursements of expenses shall be made directly into your
nominated UK bank account in pounds sterling. Any expenditure incurred
in another currency shall be converted to pounds sterling using the
Applicable Exchange Rate for the date on which the expenditure has been
incurred.
If the Company advances to you any sums in anticipation of future
expenses to be incurred, such sums are the property of the Company. You
are required to repay immediately on demand the outstanding balance of
any such advance against which expense claims have not been properly
submitted within one (1) month of the date on which such sums are
advanced to you. If you do not repay such outstanding sums, the Company
is hereby irrevocably authorized to deduct the same (or any part
thereof) from any payment due to you from the Company under Section 8
or Section 9 above, or any money owed to you by the Company on or after
termination of your employment (and such deduction shall be without
prejudice to the Company's right to seek repayment by you of any part
still outstanding thereafter).
12. WORK PERMITS
The Company shall assist you in any endeavors to acquire the necessary
work, residential and other permits or visas required for this
assignment and any further assignment and the Company shall reimburse
you for any reasonable costs incurred in obtaining such permits within
two (2) months on the date on which you incur such costs provided that
you supply the Company with evidence satisfactory to the Company that
such costs have been properly incurred within one (1) month of the date
on which such expenses are incurred.
13. HOLIDAY
(a) Entitlement
The Company's holiday year is the calendar year. In addition
to local public holidays (i.e., those applying to the
jurisdiction in which you are working on a particular day),
you are entitled to 22 working days' paid holiday per year to
be taken at times convenient to the Company.
During your first and last calendar years of employment with
the Company your holiday entitlement will be calculated at the
rate of 1.8 days for each complete calendar month of
employment with the Company in the Company's holiday year.
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Your accrued holiday entitlement shall be calculated by
rounding up to the nearest half day.
(b) Procedures
You may not take holidays without the prior approval of the
Company.
Your accrued holiday entitlement may not be carried forward
from holiday year to holiday year without the prior written
approval of the Company (which will not normally be given).
Any holiday entitlement which has not been used by the end of
the holiday year or carried forward to the next holiday year
will be forfeited without pay.
(c) Termination of Employment
Except in the case of termination of your employment resulting
from your gross misconduct, the Company will compensate you
for any accrued but untaken holiday entitlement outstanding on
termination of your employment at the rate of 1/260th of your
annual basic salary for each accrued but untaken day of
holiday.
If you have taken in excess of your accrued holiday
entitlement on termination of your employment you must repay
to the Company the excess holiday pay paid to you at the rate
of 1/260th of your annual basic salary for each day's holiday
taken in excess of your entitlement. If you do not repay
immediately on demand such excess holiday pay the Company is
hereby irrevocably authorized to deduct such amount (or any
part thereof) from any money owed to you (including salary) by
the Company on or after termination of your employment (and
such deduction shall be without prejudice to the Company's
right to seek repayment by you of any part still outstanding
thereafter).
The Company reserves the right to insist that you take some,
all or none of any outstanding holiday entitlement during your
notice period. Your holiday entitlement will accrue during
your notice period.
14. SICKNESS
(a) Notification
If you are absent from work due to sickness or injury you must
inform the relevant person at the premises where you planned
to work that day by 10 a.m. on your first day of absence. You
must also inform the President (or the President's designated
representative) within 24 hours of any absence from work. You
must keep these persons regularly informed of the reasons for
and expected duration of your absence.
If you are absent for more than 7 consecutive days (including
weekends and holidays) you must provide the Company with a
medical certificate on the 8th day and thereafter weekly.
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Immediately following your return to work after any period of
absence due to sickness or injury you are required to complete
a self-certification form recording the duration of your
absence and the reasons for your absence. A copy of any such
self certification form must be faxed to the Company's
appropriate representative and will be retained in the
Company's records.
Any unauthorized absence: must be explained and failure to do
so may be treated as a disciplinary matter.
(b) Sick Pay
If you are absent from work due to sickness or injury and
comply with the requirements of Subsection 14(a) above
regarding notification you will continue to be paid 75% of
your basic salary for a maximum aggregate of 13 weeks in any
12 month period. Your benefits will be continued during this
13 week period (although the Company's pension contributions
will be based on your reduced basic salary during any such
period of absence).
The Company reserves the right to require you to be examined
at any time by an independent doctor of its choice and at its
expense and to cease payment of your basic salary forthwith if
it is advised by that doctor that you are fit to return to
work. Failure to attend any examination without reasonable
cause shall entitle the Company to cease payment of your basic
salary forthwith.
(c) Injury, Actionable Nuisance or Negligence caused by Third
Parties
If your absence is due to injury or actionable nuisance or
negligence caused by a third party or third parties all
payments made to you under this Section by the Company shall
to the extent that compensation is recoverable from any third
party (or would be but for this Section) constitute a loan to
you from the Company and shall be repaid by you when and to
the extent that the Company requests such repayment.
You shall take such action as the Company may reasonably
require in connection with pursuing a claim against such third
party in respect of the event which caused the ill health or
injury in order to recover for the benefit of the Company the
costs of continuing your employment.
(d) Termination of Employment
If you are absent from work due to ill health for a period or
periods exceeding 14 weeks in any period of 12 months the
Company is entitled to terminate your employment by giving you
your statutory minimum notice (at least 1 week's notice for
each completed year of continuous service, subject to a
maximum of 12 weeks).
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15. PENSION AND RETIREMENT
The Company shall make monthly contributions at the rate of 10% of your
basic monthly salary into a personal pension scheme of your choice. The
Company's contributions will be based on your reduced basic monthly
salary in respect of any period of absence in respect of which you
receive Company Sick Pay.
There is no contracting out certificate in force in respect of your
employment.
The normal retirement age for your employment is 65 years. The Company
reserves the right to depart from this retirement age if the Company
considers that this is appropriate.
16. PRIVATE MEDICAL, DISABILITY AND LIFE INSURANCE
You (and any eligible family members) will be entitled to participate
in the Company's private medical insurance plan in accordance with the
Company's policy in force from time to time. The Company reserves the
right to amend this plan and/or the coverage provided from time to time
at its sole discretion. In addition, you will be entitled to
participate in the Company's long term disability and life insurance
plans in accordance with the terms and conditions of such plans as
those plans are in force from time to time.
Should you be required to pay (or have withheld) income tax in any
country in respect of the provision of such insurance coverage, the
Company shall make you a payment to offset such tax liability.
17. CAR
The Company will provide you with the use of a vehicle for business and
private use in accordance with the Company's policy as amended from
time to time. Insurance costs, maintenance costs and any vehicle
registration tax relating to the vehicle will be reimbursed to you by
the Company. You will be reimbursed for the cost of fuel for that
vehicle for business and private use. You will be reimbursed for such
expenses within two (2) months of such expenses being incurred,
provided that you supply the Company with evidence satisfactory to the
Company that such expenses have been incurred within 12 months of the
date on which such expenses are incurred.
Should you be required to pay (or have withheld) income tax in any
country in respect of the provision of such vehicle, the Company shall
make you a payment to offset such tax liability.
18. NOTICE OF TERMINATION OF EMPLOYMENT
You or the Company may terminate your employment at any time by giving
the other party not less than three (3) months' advance written notice
of such termination.
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19. TERMINATION PAYMENT
If your employment is terminated (by either party) the Company will
make you a termination payment equivalent to 1 month's basic salary (at
the rate applicable on the date on which your employment terminates) in
respect of each completed year of continuous service, subject to a
maximum payment equivalent to 12 months' basic salary. Should you be
required to pay (or have withheld) income tax in any country in respect
of such termination payment, the Company shall increase such
termination payment to an amount such that the net after tax amount
shall be equivalent to 1 month's salary per completed year of service.
Such termination payment shall be in addition to any compensation due
to you by reason of any breach of contract by the Company.
You will not be entitled to any such termination payment if
(a) your employment is terminated by reason of your gross
misconduct;
(b) your employment is terminated by the Company in accordance
with Section 20 below; or
(c) you terminate your employment without giving the Company the
required notice.
20. TERMINATION OF EMPLOYMENT WITHOUT NOTICE
Notwithstanding any other provision of this Agreement the Company shall
(without prejudice to its other rights and remedies) be entitled to
terminate your employment without notice and without pay in lieu of
notice in appropriate circumstances including where you:
(a) commit any serious or persistent breach of your obligations
under this Agreement; or
(b) refuse or neglect to comply with any lawful order or direction
given by the Company; or
(c) are guilty or the Company has reasonable grounds to believe
you are guilty of any gross negligence, default or misconduct
in connection with or affecting the business of the Company or
any of the Company's subsidiaries or related companies; or
(d) conduct yourself in a manner prejudicial to the Company or any
of the Company's subsidiaries or related companies; or
(e) are convicted of an offence or give the Company reasonable
grounds for believing you are guilty of an offense (other than
an offense which in the opinion of the Company does not affect
your position within the Company); or
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(f) become of unsound mind, are made bankrupt or have a receiving
order made against you or make any general composition with
your creditors or take advantage of any statute for the time
being in force affording relief for insolvent debtors; or
(g) are guilty or give the Company reasonable grounds for
believing you are guilty of abusing drugs or other narcotics
at any time or alcohol during working hours or where abuse of
alcohol (whenever occurring) impacts on your working day; or
(h) are no longer authorized or permitted to carry out your
duties by reason of your immigration status.
You shall have no claim against the Company for damages or otherwise by
reason of termination of your employment by the Company in accordance
with this Section 20.
21. SERVICE OF NOTICE
Any notice required to be given under this Agreement shall be in
writing and shall be deemed served if it is personally delivered or
sent by first class registered post to the last known address of the
other party. Any notice so posted shall be deemed served upon the
seventh day following that on which it was posted.
22. RETURN OF COMPANY PROPERTY
Upon termination of your employment you shall immediately return to the
Company any property including without limitation any company car,
mobile telephone, files, reports, analyses, charts, records, materials,
drawings, computer hardware and software, keys, petrol cards, etc. and
any copies of the same, belonging or relating to the Company (or any of
the Company's subsidiaries or related companies) or its (or their)
business associates which you made or received during the course of
your employment with the Company and which are in your possession or
under your control.
23. DISCIPLINARY PROCEDURE
The Company does not have a prescribed disciplinary procedure in
respect of your employment.
24. GRIEVANCE PROCEDURE
If you have a grievance relating to your employment you should raise
the matter directly with Pharmion's President (currently Xxx Xxxxxxx)
whose decision will be final and binding.
25. COLLECTIVE AGREEMENTS
There are no collective agreements which directly affect the terms and
conditions of your employment.
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26. WHOLE AGREEMENT
This Agreement constitutes the whole agreement between you and the
Company relating to your employment with the Company and supersedes and
cancels any prior agreements between you and the Company with the
exception of the Confidential Information Agreement which is attached
to this Agreement as Appendix A.
27. GOVERNING LAWS
This agreement shall be governed by the laws of England.
THE PARTIES have read, accepted and signed this Agreement on the dates
adjacent to their respective signatures.
PHARMION CORPORATION
By: /s/ Xxxxxxx Xxxxxxx Date: 1/05/01
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Its: President & CEO
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XXXXXXX XXXXXXXX
/s/ Xxxxxxx Xxxxxxxx Date: 1/05/01
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