Exhibit 10.3
Amendment and Extension of Employment Agreement
Between Boston Life Sciences, Inc. and Xxxxx Xxxxxxx, dated 11/7/94
Attached Hereto
Whereas the parties, Boston Life Sciences, Inc. ("BLSI") and Xxxxx Xxxxxxx
("CEO"), desire to amend and extend the employment agreement dated 11/7/94 and
effective 11/14/94 attached hereto, the following modifications and new terms
shall apply:
(1) The original agreement shall be extended by approximately 1 year and
six weeks to end on December 31, 1998 instead of November 14, 1997.
(2) The provisions of the original statement contained in Section 5, page
5 ("Non-Competition") are modified as shown on the attached copy of
that agreement.
(3) The provisions of the original agreement contained in Section 7 (iv),
page 8, are modified as shown on the attached copy.
(4) The annual salary of the CEO, Xxxxx Xxxxxxx, shall be raised to
$195,000 commencing January 1, 1997. At the discretion and review of
the Board of Directors, such annual salary may be increased for the
second year of the contract, January 1, 1998 to December 31, 1998/
(5) With the following exception, no further specific or contractually
based bonus shall be paid by BLSI to the CEO under this extended
contract. The only exception to the foregoing is the provision
contained in the original contract for BLSI to pay CEO a bonus in the
event a joint venture is consummated upon the terms specified in the
original contract. However, this bonus obligation shall be in effect
only through the period of the original (unamended) contract and shall
therefore end on November 15, 1997.
(6) The parties agree that upon signing this amended and extended
employment agreement, Xxxxx Xxxxxxx shall receive a contract renewal
payment of $50,000.
The parties have agreed to the above-described modifications and amendments as
well as those indicated as marked and initialed on the original agreement
attached hereto.
Other than the provisions contained above, it is agreed that the terms and
conditions of the original agreement shall remain in full force and continue to
be binding upon both parties.
Boston Life Sciences, Inc.
By:
/s/ Xxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx
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Xxx Xxxxxxxxx Xxxxx Xxxxxxx
Chairman, Compensation Committee Chairman, President, & CEO
RENEWAL OF EMPLOYMENT AGREEMENT
This renewal Agreement dated as of December 28, 1999 by and between Boston Life
Sciences, Inc., a Delaware Corporation having a place of business at 000 Xxxxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, (the "Corporation"),'and Xxxxx
Xxxxxxx, an individual residing at 00 Xxxxxx Xxxx Xxxx, Xxxxxx Xxx, Xxx Xxxx
00000 ("CEO").
WITNESSETH:
WHEREAS, the Corporation desires to employ the CEO as Chairman,
President, Chief Executive Officer and Director and the CEO desires to be
employed by the Corporation as Chairman, President, Chief Executive Officer and
Director, all pursuant to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, it is agreed as follows:
1. EMPLOYMENT; DUTIES
(a) The Corporation-. engages and employs the CEO, and the CEO hereby
accepts engagement and employment, as Chairman, Chief Executive Officer,
President and Director of the Corporation and all of its current and/or future
divisions and subsidiaries, to direct, supervise and have responsibility for the
daily operations of the Corporation, including, but not limited to: (i)
directing and supervising the business and research and development efforts of
the Corporation; (ii) managing the other executives and personnel of the
Corporation; (iii) evaluating, negotiating, structuring and implementing
business transactions with the Corporation's customers and suppliers; (iv) to
attend meetings of the Board of Directors of the Corporation; and to perform
such other services and duties as the Board of Directors of the Corporation
shall determine.
(b) The CEO shall perform the major portion of his duties from the
Corporation's executive offices, which are currently located in Boston, MA and
will also perform some of his duties in the New York City area. Relocation of
CEO to Massachusetts shall not be required. However, the CEO also acknowledges
and agrees that the performance by the CEO of his duties hereunder may require
significant domestic and international travel by the CEO.
(c) The CEO shall devote all of his professional time and maximum effort to the
high quality performance and proper discharge of his duties and responsibilities
as Chief Executive Officer and under this Agreement.
2. TERM
The CEO's employment hereunder shall be for a term of two years commencing on
January 1, 2000 and continuing through the second anniversary of such date.
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3. COMPENSATION
(a) As compensation for the performance of his duties on behalf of the
Corporation, the CEO shall be compensated as follows:
(i) A base salary of $285,000 per annum.
(ii) The CEO shall receive additional options to purchase 220,000 shares of
common stock of the Corporation, as determined by the Board of
Directors/Compensation Committee in its most recent meeting.
(iii) In addition to the aforementioned compensation, upon the occurrence
of the milestone events as defined by the Board of
Directors/Compensation Committee in its most recent meeting, the CEO
shall have earned and be entitled to receive such appropriate bonus
compensation.
(iv) The Board of Directors shall consider through its Compensation
Committee, the award of further bonuses to the CEO based upon
successful equity or equity equivalent financings concluded by the
Company during the period of this Agreement.
The Corporation shall withhold all applicable federal, state and local taxes,
social security and workers' compensation contributions and such other amounts
as may be required by law or agreed upon by the parties with respect to the
compensation payable to the CEO pursuant to Section 3 (a) hereof.
(b) The Corporation shall reimburse the CEO for all normal, usual and
necessary expenses incurred by the CEO in furtherance of the business and
affairs of the Corporation, including reasonable travel (including cost
of reasonable lodging and transportation between New York and Boston as
necessary) and entertainment, against receipt by the Corporation of
appropriate vouchers or other proof of the CEO's expenditures and
otherwise in accordance with such Expense Reimbursement Policy as may
from time to time be adopted by the Board of Directors of the
Corporation.
(c) The CEO shall be, during the term of this Agreement, entitled to
vacations of not less than three (3) weeks per annum.
(d) The Corporation shall make available to the CEO and his dependents, such
paid medical, long-term disability, life insurance and such other health
benefits as the Corporation makes available to its other senior officers
and directors. Upon termination of full-time employment (other than for
cause), the corporation will continue to provide to the CEO his then
existing health benefits (coverage) for a reasonable period of time (not
less than three years) in the absence of such coverage due to the
subsequent unemployment of the CEO.
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4. REPRESENTATIONS AND WARRANTIES BY THE CEO AND CORPORATION
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The CEO hereby represents and warrants to the Corporation as follows:
(a) Neither the execution and delivery of this Agreement nor the
performance by the CEO of his duties and other obligations hereunder violate or
will violate any statute, law, determination or award, or conflict with or
constitute a default under (whether immediately, upon the giving of notice or
lapse of time or both) any prior employment agreement, contract, or other
instrument to which the CEO is a party or by which he is bound.
(b) The CEO has the full right, power and legal capacity to enter and deliver
this Agreement and to perform his duties and other obligations hereunder. This
Agreement constitutes the legal, valid and binding obligation of the CEO
enforceable against him in accordance with its terms. No approvals or consents
of any persons or entities are required for the CEO to execute and deliver this
Agreement or perform his duties and other obligations hereunder.
The Corporation hereby represents and warrants to the CEO as follows:
(a) The Corporation is duly organized, validly existing and in good standing
under the laws of the State of Delaware, with all requisite corporate power and
authority to own its properties and conduct its business in the manner presently
contemplated.
(b) The Corporation has full power and authority to enter into this Agreement
and to incur and perform its obligations hereunder.
(c) The execution, delivery and performance by the Corporation of this Agreement
does not conflict with or result in a breach or violation of or constitute a
default under (whether immediately, upon the giving of notice or lapse of time
or both) the certificate of incorporation or by-laws of the Corporation, or any
agreement or instrument to which the Corporation is a party or by which this
Corporation or any of its properties may be bound or affected.
5. NON-COMPETITION
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(a) The CEO understands and recognizes that his services to the Corporation are
special and unique and agrees that, during the term of this Agreement and,
unless such termination is by the CEO pursuant to 7(a)(iii) below, for a period
of two (2) years from the date of termination of his employment hereunder, he
shall not in any manner, directly or indirectly, on behalf of himself or any
person, firm, partnership, joint venture, Corporation or other business entity
("Person"), enter into or engage in any business as specifically described below
that is competitive with the Corporation's current existing business, proposed
business or research activities, either as an individual for his own account, or
as a partner, joint venturer, executive, agent, consultant, salesperson,
officer, director or shareholder of a Person operating or intending to operate
in the areas of research, o development or commercialization of anti-
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angiogenesis factors, Xxxxxxxxx'x Disease diagnostics or therapeutics, tumor
targeting diagnostics or therapeutics, or MHC-related diagnostics or
therapeutics or any additional area of business in which the Corporation may
become engaged subsequent to the effective date of this agreement, within the
geographic area of the Corporation's business.
(b) During the term of this Agreement and for two (2) years .thereafter, CEO
shall not, directly or indirectly, without the prior written consent of the
Corporation:
(i) solicit or induce any employee of the Corporation or any affiliate to
leave the employ of the Corporation or any affiliate or hire for any
purpose any employee of the Corporation or any affiliate or any
employee who has left the employment of the Corporation or any
affiliate within six months of the termination of said employee's
employment with the Corporation; or
(ii) solicit or accept employment or be retained by any party who, at any
time during the term of this Agreement, was a customer or supplier of
the Corporation any affiliate where his position will be related to
the business of the Corporation; or
(iii) solicit or accept the business of any customer or supplier of the
Corporation or any affiliate with respect to products similar to those
supplied by the Corporation, (c) In the event that the CEO breaches
any provisions of this Section 5 or there is a threatened breach,
then, in addition to any other rights which the Corporation may have,
the Corporation shall be entitled, without the posting of a bond or
other security, to injunctive relief to enforce the
restrictions-contained herein. In the event that an actual proceeding
is brought in equity to enforce the provisions of this Section 5, the
CEO shall not urge as a defense that there is an adequate remedy at
law nor shall the Corporation be prevented from seeking any other
remedies, which may be available.
6. CONFIDENTIAL INFORMATION
------------------------
(a) The CEO agrees that during the course of his employment or at any time after
termination, he will not disclose or make accessible to any other person, the
Corporation's products, services and technology, both current and under
development, promotion and marketing programs, lists, trade -- secrets and
other, confidential and proprietary business information of the Corporation or
any of its Clients. The CEO agrees: (i) not to use any such information for
himself or others; and (ii) not to take any such material or reproductions
thereof from the Corporation's facilities at any time during his employment by
the Corporation, except as required in the CEO's duties to the Corporation. The
CEO agrees immediately to return all such material and reproductions thereof in
his possession to the Corporation upon request and in any event upon termination
of employment.
(b) Except with prior written authorization by the Corporation, the CEO agrees
not to disclose or publish any of the confidential, technical or business
information or material of the Corporation, its clients or any other party to
whom the Corporation owes an obligation of confidence, at any time during or
after his employment with the Corporation.
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(c) CEO hereby assigns to the Corporation all right, title and interest he may
have or acquire in all inventions (including patent rights) developed by the CEO
during the term of this Agreement ("Inventions") and agrees that all Inventions
shall be the sole property of the Corporation and its assigns, and the
Corporation and its assigns shall be the sole owner of all patents, copyrights
and other rights in connection therewith. -CEO further agrees to assist the
Corporation in every proper way (but at the Corporation's expense) to obtain and
from time to time enforce patents, copyrights or other rights on said Inventions
in any and ail countries.
7. TERMINATION
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(a) The CEO's employment hereunder shall begin on January 1, 2000 and shall
continue for the period set forth in Section 2 hereof unless sooner terminated
upon the first to occur of the following events:
(i) The death of the CEO;
(ii) Termination by the Board of Directors of the Corporation for just
cause. Any of the following actions by the CEO shall constitute just
cause:
(A) Material breach by the CEO of Section 5 or Section 6 of this
Agreement;
(B) Material breach by the CEO of any provision of this Agreement
other than Section 5 or Section 6 which is not cured by the CEO
within fifteen (15) days of notice thereof from the Corporation;
or
(C) Any action by the CEO to intentionally harm the Corporation.
(iii) Termination by the CEO for just cause. Any of the following actions
or omissions by the Corporation shall constitute just cause:.
(A) Material breach by the Corporation of any provision of this
Agreement which is not cured by the Corporation within fifteen
(15) days of notice thereof from the CEO; or
(B) Any action by the Corporation to intentionally harm the CEO;
(iv) Termination by the Board of Directors of the Corporation without just
cause, provided that the Corporation continues to pay the CEO's full
base salary for the period commencing with initial employment
hereunder and ending on December 31, 2001; provided however that the
hiring of a new President shall not be considered a termination under
this Agreement, so long as the CEO retains his position as Chairman
and Chief Executive Officer, or voluntarily resigns from his position
as CEO. In addition to any, payments due to the CEO at the date of
termination pursuant to this Section 7(a)(iv), the CEO shall be
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entitled to receive at the date of termination, any accrued but unpaid
bonus compensation described in Section 3(a)(iii) hereof relating to
milestone events occurring prior to the date of termination. In
addition, in the event that the CEO is terminated pursuant to this
Section 7(a)(iv), then the vesting of unvested options granted to the
CEO pursuant to Section 3 (a) (ii), shall accelerate by a period of 12
months from the date of termination and be immediately exercisable,
and/or the provisions of the current stock option plan, including all
of its amendments shall apply.
(b) Upon termination pursuant to subparagraph (ii) of paragraph (a) above, the
CEO shall be entitled to receive his base salary accrued but unpaid as of
the date of termination, and in the case of (i) above, his estate shall
also receive accrued but unpaid milestone compensation and vested options
shall continue to be exercisable by the CEO's estate.
(c) Beginning 120 days prior to the end of this Agreement (December 31, 2001),
the CEO will be entitled to a 120-day notice period prior to any
termination of his employment. During this period his base salary 'will
continue. In the absence of any other specifically conflicting provision in
a subsequent employment agreement, this provision (c) will continue in
force beyond December-31, 2001 for as long as the CEO is employed by the
Corporation whether or not under an employment agreement.
8. NOTICES
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Any notice or other communication under this Agreement (including that
pursuant to 7-(c) above) shall be in writing and shall be deemed to have been
given: (i) upon delivery when delivered personally against receipt therefore;
(ii) one (1) day after being sent by Federal Express or similar overnight
delivery; or (iii) three (3) days after being mailed via registered or certified
mail, postage prepaid, return receipt requested, to either party at the address
set forth above, or to such other address as such party shall give by notice
hereunder to the other party.
9. SEVERABILITY OF PROVISIONS
--------------------------
If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, such provision shall be interpreted so as to remain
enforceable to the maximum extent permissible consistent with applicable law and
the remaining conditions and provisions or portions thereof shall ' nevertheless
remain in full force and effect and enforceable to the extent they are valid,
legal and enforceable, and no provision shall be deemed dependent upon any other
covenant or provision unless so expressed herein.
10. ENTIRE AGREEMENT MODIFICATION
------------------------------
This Agreement contains the entire agreement of the parties relating to
the subject matter hereof, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement,
which are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto.
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11. BINDING EFFECT
--------------
The rights, benefits, duties and obligations under this Agreement shall
inure to, and be binding upon, the Corporation, its successors and assigns, and
upon the CEO and his legal representatives. This Agreement constitutes a
personal service agreement, and the performance of the CEO's obligations
hereunder may not be transferred or assigned by the CEO.
12. NON-WAIVER
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The failure of either party to insist upon the strict performance of
any or the terms, conditions and provisions of this Agreement shall not be
construed as a waiver or relinquishment of future compliance therewith, and said
terms, conditions and provisions shall remain in full force and effect. No
waiver of any term or condition of this Agreement on the part of either party
shall be effective for any purpose whatsoever unless such waiver is in writing
and signed by such party.
13. GOVERNING LAW
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This Agreement shall- be governed by, and construed and interpreted in
accordance with, the laws of the State of New York without, regard to principles
of conflict of laws.
14. ARBITRATION
Resolution of all disputes arising in connection with this Agreement
shall be exclusively governed by and settled in accordance with the provisions
of this Section. Consequently, the parties hereby agree to submit all disputes
to arbitration for final and binding resolution. Either party may initiate such
arbitration by delivery of a demand therefore (the "Arbitration Demand") to the
other party. The arbitration shall be conducted in Boston, Massachusetts, by a
sole arbitrator selected by agreement of the parties not later than 10 days o
after delivery of the Arbitration Demand, or, failing such agreement, appointed
pursuant to the Commercial Arbitration Rules of the America Arbitration
Association. The arbitration shall be conducted pursuant to the Federal
Arbitration Act and such procedures as the parties may agree or, in the absence
of or failing such agreement, pursuant to the AAA Rules. The arbitrator shall
complete all hearings not later than 90 days after his or her selection or
appointment, and shall make a final award not later than 30 days thereafter. The
arbitrator shall apportion all costs and expenses of the arbitration, including
the arbitrator's fees and expenses between the prevailing and non-prevailing
party as the arbitrator shall deem fair and reasonable.
15. HEADINGS
The headings of paragraphs are inserted for convenience and shall not
affect any interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
BOSTON LIFE SCIENCES, INC.
By: /s/ Xxx Xxxxxxxxx
--------------------------------
Xxx Xxxxxxxxx
Chairman, Compensation Committee
Title: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Chairman, President & CEO
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Memorandum
To: Xxx Xxxxxxxx
From: Xxxxx Xxxxxxx
Date: January 23, 2001
Re: Employment Contract-Extension and Special Retirement Provision
--------------------------------------------------------------------------------
I hereby accept the offer to extend my current employment contract for an
additional year beyond December 31, 2001. The contract will therefore terminate
December 31, 2002. All of its provisions will remain in effect. However, both
parties agree and acknowledge that at any time subsequent to December 31, 2001,
if someone other than Xxxxx Xxxxxxx becomes CEO of the Company, the annual
compensation for Xxxxx Xxxxxxx as Chairman over the remainder of the contract
may be reduced to $200,000.
Once again, thank you for your guidance and input on my long-standing request to
have the Board include a retirement provision/package in my amended employment
agreement.
Amendments to Employment Contract/Special Retirement Provisions
(1) In recognition of past services rendered to the Company and to provide
greater incentive for continued service to BLSI, the Company agrees to
make the following special provisions for retirement income
specifically, and only, in the case of Xxxxx Xxxxxxx, its CEO and
Chairman:
BLSI will contribute the sum of $100,000 to the purchase of any
annuity selected by Xxxxx Xxxxxxx who will also contribute
$200,000 of his own funding for the purchase of such annuity. The
contribution and purchase will be completed by February 28, 2001.
The Company will also set aside as pay to Xxxxx Xxxxxxx, as a
special one-time benefit, the additional sum, of $100,000 in
January 2001, separate and apart from any other compensation that
may be due to him either at such time or subsequently. This
payment will serve to reimburse him for $100,000 of the funding
provided directly by him at the time the annuity was originally
purchased in February 2001. The annuity will be owned immediately
and directly by Xxxxx Xxxxxxx who will be solely responsible for
the payment of all income taxes on the $200,000 funded on his
behalf by BLSI.
(2) As a special benefit (limited for Xxxxx Xxxxxxx) the Company will
continue to pay for the same level of healthcare insurance coverage
(but not disability or life insurance) that it now provides to the CEO
for the two years following resignation or termination.
(3) Xxxxx Xxxxxxx will be granted an additional period of four years in
which to exercise stock options that have vested or will vest as
already previously provided and awarded.
My signature below will serve to indicate my acceptance of this contract
extension and special retirement amendment/provision. The Company agrees to
grant this contract extension and special retirement provision as reflected in
the signature below.
Above accepted and agreed by
/s/ Xxxxx Xxxxxxx /s/ Xxx Xxxxxxxxx
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Xxxxx Xxxxxxx Xxx Xxxxxxxxx, for Boston Life Sciences, Inc.
Chairman, President & Chairman, Compensation Committee
Chief Executive Officer
