Exhibit 10.11
February 1, 2001
Xxxx Xxxxxxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxx Xxxxxxxx 00000
Dear Lucy:
This letter sets forth the terms and conditions under which LipoMed,
Inc. (the "Company") will engage you as an employee of the Company effective as
of March 1, 2001 and ending on March 1, 2002 (the "Initial Term") and shall
automatically be renewed on a year-to-year basis on the same terms and
conditions set forth in this letter (the "Renewal Term") unless terminated as
provided herein or unless amended or modified by mutual agreement. You will
serve as Chief Financial Officer for the Company. Your employment by the Company
is conditioned on your agreement to the terms and conditions contained in this
letter agreement and your execution of the Company's standard Nondisclosure,
Inventions and Non-competition Agreement, a copy of which is attached.
The initial compensation for your services shall be as follows: (i) a
base salary of one hundred seventy thousand dollars ($170,000) for the first
year to be paid consistent with the payroll schedule established by the Company
and subject to annual review by the Board of Directors of the Company; (ii) a
signing bonus of twenty five thousand dollars ($25,000), (iii) an incentive
stock option entitling you to purchase up to one hundred thousand (100,000)
shares of the Common Stock of the Company at a purchase price of $2.50 per share
and on the other terms and conditions set forth in an Incentive Stock Option
Agreement and the Company's Stock Option Plan (subject to approval of the Board
of Directors of the Company); (iv) four weeks of vacation per fiscal year; and
(v) other employee benefits as those benefits become available and as those
benefits are provided to other executive employees of the Company. Your net
compensation will be less all applicable deductions, withholding taxes and other
amounts required by federal and state laws. Further, the Company will reimburse
you for all reasonable expenses incurred by you which are directly related to
the conduct of the business of the Company, provided that you comply with the
policies for reimbursement or advance of business expenses as established by the
Board of Directors of the Company.
This Agreement may be voluntarily terminated by either party by giving
written notice of intention not to renew for any Renewal Term to the other party
("Voluntary Termination"), such notice to be delivered at least ninety days
prior to the last day of the Term or any Renewal Term. In the event that the
Company terminates this Agreement other than by Voluntary Termination or "for
cause" (as that term is hereinafter defined), the Company shall pay you the base
salary for a period of six months following such termination (the "Severance
Period") and you shall be entitled to all benefits which were provided to you at
the time of such termination during the
Severance Period to the extent allowed under the terms of the applicable benefit
plans. For the purposes of this agreement, for cause means (i) any material
breach of this Agreement by you or failure by you to diligently and properly
perform your duties for the Company, such failure to be determined in the
reasonable judgment of the Board of Directors of the Company and which failure
is not corrected within thirty (30) days after notice of such failure; (ii) any
material failure to comply with the policies and/or directives of the Board of
Directors which failure is not corrected within thirty (30) days after notice of
such failure; (iii) any dishonest or illegal action or any other action whether
or not dishonest or illegal which is materially detrimental to the Company; (iv)
any failure to fully disclose any material conflict of interest you may have
with the Company and any third party which is materially detrimental to the
Company or (v) any adverse act or omission which would be required to be
disclosed pursuant to public securities laws or which would limit the ability of
the Company or any entity affiliated with the Company to sell securities under
any Federal or state law or which would disqualify the Company or any affiliated
entity from any exemption otherwise available to it, all of which are materially
detrimental to the Company. Further, upon termination of this agreement, all
property of the Company in your possession, including all books and records,
shall be returned immediately to the Company.
The Company will indemnify and hold you harmless for, and from, any and
all claims of loss or liability (including reasonable attorney's fees) arising
from or in connection with this letter agreement or the services provided
hereunder, except to the extent that the same shall be determined to have
resulted solely from actions taken or omitted due to your willful misconduct,
gross negligence or knowing violation of the law.
Upon termination of your employment with the Company and prior to your
departure from the Company, you agree to submit to an exit interview for the
purposes of reviewing this letter agreement, the enclosed Nondisclosure,
Inventions and Non-Competition Agreement and the trade secrets of the Company,
and surrendering to the Company all proprietary or confidential information and
articles belonging to the Company.
As you are aware, your employment by the Company is a full-time
employment and you will be required to devote, during regular business hours,
all your working time to the business of the Company and not to engage in any
other business or private services to any other business either as an employee,
officer, director, agent, contractor or consultant, except with the express
written consent of the Company. You will hold in a fiduciary capacity for the
benefit of the Company all information with respect to the Company's finances,
sales, profits, and other proprietary and confidential information acquired by
you during your employment. In furtherance of this condition of your employment,
we would kindly request that you sign the enclosed Nondisclosure, Inventions and
Non-Competition Agreement.
By your signature below, you represent and warrant to the Company that
you (i) are not subject to any employment, noncompetition or other similar
agreement that would prevent or interfere with the Company's employment of you
on the terms set forth herein and (ii) have not brought and will not bring with
you to the Company, any materials or documents of a former employer which are
not generally available to the public or which did not belong to you prior to
your employment with the Company, unless you have obtained written authorization
from the former employer or other owner for their possession and use and
provided the Company with a copy thereof.
This letter agreement, the Nondisclosure, Inventions and
Non-Competition Agreement and all ancillary agreements (collectively, the
"Agreements") shall be governed by the laws of the State of North Carolina. The
Agreements constitute the entire agreement between the Company and you, and
supersede any and all previous oral or written representation, communication,
understanding or agreement between us. Any and all changes or amendments to the
Agreements shall be made in writing and signed by the parties.
If the foregoing accurately sets forth our agreement, we would
appreciate your returning to us the duplicate of this letter agreement and the
Nondisclosure, Inventions and Non-Competition Agreement, duly signed and dated
in the spaces provided, whereupon this letter agreement and the Nondisclosure,
Inventions and Non-Competition Agreement shall become binding upon you and the
Company.
Finally, it is with great pleasure that I welcome you to LipoMed, Inc.,
and wish you every success in your position. The Company is delighted with the
prospect of your joining our team.
Sincerely,
LipoMed, Inc.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, CEO
Agreed to and accepted this
1/st/ day of March, 2001
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
