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EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 29th day of
September, 1998 is entered into by The Medicines Company, a Delaware corporation
with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ residing at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (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 by the parties hereto, the parties
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 October 1, 1998 (the
"Commencement Date") and ending on September 30, 1999 (such period, as it may be
renewed as provided in the following sentence, the "Employment Period"), unless
sooner terminated in accordance with the provisions of Section 4. The Employment
Period shall automatically be renewed for successive one (1) year periods unless
either the Employee or the Company provide written notice of non-renewal to the
other party at least ninety (90) days prior to the expiration of the then
current term.
2. TITLE; CAPACITY. The Employee shall serve as Vice President of
Technical Operations. The Employee shall be based at the Company's headquarters
in Cambridge, Massachusetts, unless otherwise agreed. The Employee shall be
subject to the supervision of, and shall have such authority as is delegated to
him by, the Board of Directors ("the Board"), the Chief Executive Officer or the
Chief Operating Officer. .
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The Employee hereby accepts such employment and agrees to undertake the duties
and responsibilities inherent in such position and/or such other duties and
responsibilities as the Board or the Chief Executive Officer or the Chief
Operating Officer of the Company or their respective designees shall from time
to time reasonably assign to him. The Employee agrees to devote his entire
business time, attention and energies to the business and interests of the
Company during the Employment Period provided, however, that the Employee may
continue to serve as a director of Cangene, Inc., so long as such service does
not materially interfere with the provision of service by the Employee to the
Company and shall retain all fees, options and other consideration received in
connection with such service as a director . 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. The Employee acknowledges receipt of copies of all such rules and
policies committed to writing as of the date of this Agreement.
3. COMPENSATION AND BENEFITS.
3.1 SALARY. The Company shall pay the Employee, in semi-monthly
installments, an annual base salary of $165,000 for the one-year period
commencing on the Commencement Date. Such salary shall be subject to adjustment
thereafter as determined by the Board, but shall not be reduced below the amount
set forth above without the Employee's consent.
3.2 BONUS. The Employee shall be eligible to receive a bonus equal to
up to thirty-five percent (35%) of his base salary upon the achievement of
annual objectives to be approved by the CEO of the Company after discussion with
the Employee. The Board shall review the Employee's performance and determine
the amount of the bonus, if any, to be paid to the Employee.
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3.3 FRINGE BENEFITS. The Employee shall be entitled to participate in
all other bonus and 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 (4) weeks paid vacation per
year, to be taken at such times as may be approved by the Board or its designee.
The number of vacation days to which you are entitled in each year shall accrue
at the rate of 1.67 days per month that you are employed during the year.
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, vouchers and/or such other
supporting information as the Company may request.
4. EMPLOYMENT TERMINATION. The employment of the Employee by the Company
pursuant to this Agreement shall terminate upon the occurrence of any of the
following:
4.1 EXPIRATION OF EMPLOYMENT PERIOD. Expiration of the Employment
Period in accordance with Section 1.
4.2 TERMINATION FOR CAUSE. At the election of the Company,
immediately upon written notice by the Company to the Employee, for "cause" as
determined by the Board. For purposes of this Section 4.2, "cause" for
termination shall be deemed to exist only if any of the following shall have
occurred:
(a) the Employee's conviction of any crime (whether or not involving the
Company) which constitutes a felony in the jurisdiction involved (other than
unintentional motor vehicle felonies);
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(b) any act of theft, fraud, misappropriation of funds or embezzlement by the
Employee, in connection with his work with the Company, or any other act or acts
of dishonesty on the part of the Employee resulting or intended to result
directly or indirectly in personal gain or enrichment of the Employee at the
expense of the Company;
(c) the Employee's failure to perform in all material respects the services
required to be performed pursuant to Section 2 of this Agreement, provided that
such failure continues uncorrected for a period of thirty (30) days after the
Employee shall have received written notice from the Company stating with
reasonably specificity the nature of such failure;
(d) any material breach of the Invention and Nondisclosure Agreement dated of
even date herewith between the Employee and the Company (the "Nondisclosure
Agreement") or the Non-Competition and Non-Solicitation Agreement dated of even
date herewith between the Employee and Company (the "Non-Competition
Agreement");
(e) the Employee's excessive use of alcohol and/or drugs which is judged by the
CEO and the Board to materially interfere with the performance of his duties; or
(f) any misconduct by the Employee which in the reasonable judgment of the CEO
and the Board would jeopardize the success of the Company.
4.3 DEATH OR DISABILITY. Thirty (30) days after the death or disability of
the Employee. As used in this Agreement, the term "disability" shall mean the
inability of the Employee, due to a physical or mental disability, for a period
of ninety (90) days, whether or not consecutive, during any 360-day period to
perform the services contemplated under this Agreement. A determination of
disability shall be made by a physician satisfactory to both the Employee and
the Company, provided that if the Employee and the Company do not agree on a
physician, the Employee and the Company shall each select a physician and these
two together shall select a third physician, whose determination as to
disability shall be binding on all parties.
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4.4 VOLUNTARY TERMINATION. At the election of either party, without
cause, upon 90 days prior written notice. In the event the Company gives notice
of termination pursuant to this Section 4.4, the Employee shall, during such 90
day period, be entitled to seek alternative employment without being deemed to
be in violation of this Agreement, so long as he continues to provide to the
Company reasonable transitional assistance.
4.5 VOLUNTARY TERMINATION FOR "GOOD REASON." At the election of the
Employee, immediatley upon notice to the Company, for "Good Reason," which shall
be deemed to exist only if (i) the Company fails to comply in any material
respect with the provisions of Section 3, other than an isolated, insubstantial
and inadvertent failure which is remedied by the Company promptly after receipt
of notice thereof given by the Employee; (ii) the principal place of the
performance of the Employee's responsibilities is changed to a location outside
of a 30 mile radius from the boundaries of Cambridge, Massachusetts; or (iii)
there is a material diminution in the responsibilities or authority of the
Employee from those set forth in Section 2.
5. EFFECT OF TERMINATION.
5.1 TERMINATION FOR CAUSE OR AT ELECTION OF EMPLOYEE. In the event
the Employee's employment is terminated for cause pursuant to Section 4.2, or at
the election of the Employee pursuant to Section 4.4, the Company shall pay to
the Employee all sums otherwise payable to him under Section 3 through the last
day of his actual employment by the Company.
5.2 TERMINATION FOR DEATH OR DISABILITY. If the Employee's employment
is terminated by death or because of disability pursuant to Section 4.3, the
Company shall pay to the estate of the Employee or to the Employee, as the case
may be, all sums which would otherwise be payable to the Employee under Section
3, including a
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pro rata portion of any bonus payable under Section 3.2, up to the end of the
month in which the termination of his employment because of death or disability
occurs.
5.3 TERMINATION FOR GOOD REASON OR AT ELECTION OF COMPANY. In the
event that Employee's employment is terminated by the Employee for "Good Reason"
pursuant to Section 4.5, or at the election of the Company pursuant to Section
4.4, the Company shall pay all base salary and accrued bonus (if any) through
the date of termination, and shall continue to pay to the Employee the salary
set forth in Section 3.1, and shall continue to make available to the Employee
the benefits set forth in Section 3.3, excluding vacation days and bonus sums
under said Section 3.3 accrued during this period, until the later of (a) the
first anniversary of the Commencement Date of this Agreement, or (b) three (3)
months after the date of termination in the case of termination pursuant to
Section 4.4 and six (6) months in the case of termination pusuant to Section
4.5, but in no event later than such date as the Employee shall have commenced
full-time employment with a new employer.
5.4 SURVIVAL. The provisions of this Section 5 shall survive the
termination of this Agreement.
6. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed effective upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, addressed to the other party at the address shown above, or at
such other address or addresses as either party shall designate to the other in
accordance with this Section 6.
7. PRONOUNS. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.
8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether
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written or oral, relating to the subject matter of this Agreement. Reference is
made to the following separate agreements between the Employee and the Company
dated of even date herewith which cover additional agreements between the
parties: the Nonstatutory Stock Option Agreement,the Noncompetition Agreement
and the Nondisclosure Agreement. The Employee hereby affirms and ratifies his
obligations under each of such agreements.
9. AMENDMENT. This Agreement may be amended or modified only by a written
instrument executed by both the Company and the Employee.
10. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any entity with which or into which the Company may be merged or which
may succeed to its assets or business, provided, however, that the obligations
of the Employee are personal and shall not be assigned by him.
12. MISCELLANEOUS.
12.1 NO WAIVER. 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.
12.2 CAPTIONS. 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.
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12.3 ENFORCEABILITY. 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year set forth above.
THE MEDICINES COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By:-----------------------------------
President
Title:--------------------------------
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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