Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of the 20th day of
September, 2001, is entered into by and between Curis, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxxxx (the "Employee").
The Company desires to employ the Employee, and the Employee desires to be
employed by the Company. In consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Term of Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the period commencing on September 20, 2001 (the
"Commencement Date") and ending on December 31, 2006 (such period, as it may be
extended, the "Employment Period"), unless sooner terminated in accordance with
the provisions of Section 4.
2. Position.
(a) The Employee shall serve as President and Chief Executive Officer
of the Company. The Employee shall have duties and authority consistent with his
position as President and Chief Executive Officer and as may be assigned from
time to time by the Board of Directors of the Company (the "Board"). The
Employee shall report to, and be subject to the supervision of, the Board. The
Employee agrees to devote his entire business time to the business and interests
of the Company during the Employment Period.
(b) During the Employment Period, the Company shall use its best
efforts to cause the election of the Employee to the Board. Upon termination of
the Employment Period, the Employee shall be deemed to have automatically
resigned as a member of the Board; such resignation shall be effective
immediately without the requirement of any further written notice.
(c) The Employee agrees to abide by the rules, regulations,
instructions, personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the Company.
(d) The Employee agrees that the Severance Agreement, made as of
November 20, 2000, by and between the Company and the Employee is terminated
effective immediately.
3. Compensation and Benefits.
3.1 Salary. The Company shall pay the Employee, in periodic
installments in accordance with the Company's customary payroll practices, a
base salary of $325,000 per annum. Such salary shall be subject to annual review
by the Board.
3.2 Bonus. The Employee's annual bonus shall be determined by the Board
and shall be based on the achievement of specific objectives established by the
Board. Such bonus may be paid in the form of cash or additional shares of common
stock of the Company (or options therefor), at the Board's discretion.
3.3 Fringe Benefits. The Employee shall be entitled to participate in
all medical and other benefit programs that the Company establishes and makes
available to its employees, if any, to the extent that Employee's position,
tenure, salary, age, health and other qualifications make him eligible to
participate. The Employee shall be entitled to four weeks paid vacation per
year.
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3.4 Reimbursement of Expenses. The Company shall reimburse the Employee
for all reasonable travel, entertainment and other expenses incurred or paid by
the Employee in connection with, or related to, the performance of his duties,
responsibilities or services under this Agreement, upon presentation by the
Employee of documentation, expense statements, receipts, vouchers and/or such
other supporting information as the Company may request, provided, however, that
the maximum amount available for such travel, entertainment and other expenses
may be fixed in advance by the Board.
3.5 Withholding. All salary, bonus and other compensation payable to
the Employee shall be subject to applicable withholdings.
4. Termination of Employment Period.
(a) The employment of the Employee by the Company pursuant to this
Agreement shall terminate upon the expiration of the Employment Period.
(b) The Company has the right to terminate the Employee's employment
under this Agreement, by notice to the Employee in writing at any time (i) for
Cause (as defined below), (ii) without Cause for any or no reason, or (iii) due
to the Disability (as defined below) of the Employee. Any such termination shall
be effective upon the date of such notice to the Employee or such other date as
may be specified in such notice.
(c) Employee's employment under this Agreement shall terminate
immediately upon the Employee's death.
(d) The Employee shall have the right to terminate his employment under
this Agreement (i) for any reason or no reason upon sixty (60) days' prior
written notice to the Company or (ii) for Good Reason (as defined below) upon
thirty (30) days' prior written notice specifying such Good Reason.
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(e) As used in this Agreement, the terms below shall have the following
meanings:
(i) "Cause" shall mean (a) a good faith finding by the Company that
(i) the Employee has breached this Agreement and has failed to remedy such
failure within thirty (30) days after notice thereof to the Employee, or (ii)
the Employee has engaged in dishonesty, gross negligence or misconduct, or (b)
the conviction of the Employee of, or the entry of a pleading of guilty or nolo
contendere by the Employee to, any crime involving moral turpitude or any felony
(ii) "Good Reason" shall mean (a) any significant diminution in the
Employee's position, duties, power or title; (b) any reduction in his annual
base salary; (c) any material breach by the Company of this Agreement which is
not cured within thirty (30) days after notice of such breach by the Employee to
the Company; (d) any requirement by the Company or of any person in control of
the Company that the location at which the Employee performs his principal
duties for the Company be changed to a new location that is more than forty (40)
miles from the current principal location of the Company; or (e) the failure of
the Company to obtain a reasonably satisfactory agreement from any successor to
the business of the Company to assume and agree to perform this Agreement, as
contemplated by Section 10 below.
(iii) "Disability" shall be deemed to occur if, as a result of the
Employee's incapacity due to physical or mental illness, the Employee shall have
been absent from the full-time performance of his duties with the Company for
six (6) consecutive months.
5. Compensation upon Termination.
(a) If the Employment Period is terminated (i) by the Company without
Cause, or (ii) by the Employee for Good Reason, then the Company shall (A) pay
to the
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Employee his base salary accrued through the date of termination, and (B) pay to
the Employee, or his estate, in equal bi-weekly installments over a twelve-month
period following such termination, a severance amount equal to his annual base
salary as in effect at the time of termination; provided, however, that such
severance payments during the second six months of such twelve-month period
shall be reduced by the amount of any compensation earned by the Employee as an
employee or a consultant for another person or entity during such six-month
period.
(b) If the Employment Period is terminated (i) by the Company for
Cause, (ii) by the Employee without Good Reason or (iii) due to the death or
Disability of the Employee, the Company shall pay to the Employee his base
salary accrued through the date of termination.
(c) The Employee shall not be required to mitigate the amount of any
payment provided for in this Section 5 by seeking other employment or otherwise.
6. Notices. All notices, instructions, demands, claims, requests and other
communications given hereunder or in connection herewith shall be in writing.
Any such communication shall be sent either (a) by registered or certified mail,
return receipt requested, postage prepaid, or (b) via a reputable nationwide
overnight courier service, in each case to the address set forth below. Any such
communication shall be deemed to have been delivered two business days after it
is sent by registered or certified mail, return receipt requested, postage
prepaid, or one business day after it is sent via a reputable nationwide
overnight courier service.
To the Company: Curis, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Chief Financial Officer
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To the Employee: Xxxxxx X. Xxxxxxx
00 Xxx Xxx
Xxxxxxx, XX 00000
Either party hereto may give any notice, instruction, demand, claim, request or
other communication hereunder using any other means (including personal
delivery, expedited courier, messenger service, telecopy, telex, ordinary mail
or electronic mail), but no such communication shall be deemed to have been duly
given unless and until it actually is received by the party for which it is
intended. Either party hereto may change the address to which notices,
instructions, demands, claims, requests and other communications hereunder are
to be delivered by giving the other party hereto notice in the manner set forth
in this Section 6.
7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral, relating to the subject matter of this Agreement.
8. Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.
9. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
10. Successors and Assigns. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business or assets of the Company expressly to
assume and agree to perform this Agreement to the same extent that the Company
would be required to perform it if no such succession had taken place. As used
in this Agreement, "Company" shall mean the Company as defined above and any
successor to its business or assets which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
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11. Miscellaneous.
11.1 No delay or omission by the Company in exercising any right under
this Agreement shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective only in that
instance and shall not be construed as a bar or waiver of any right on any other
occasion.
11.2 The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.
11.3 In case any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
CURIS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
EMPLOYEE
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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