Exhibit 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into effective as of the date
set forth below (the "Effective Date") by and between IPIX Corporation, a
Delaware corporation having an office at 0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxx 00000 ("Company"), and the individual named below
("Executive").
WHEREAS, the Company wishes to employ Executive initially in the positions
and with the titles set forth in Exhibit A and upon the terms and conditions
hereinafter set forth, and Executive desires to serve in such capacities upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive hereby agree as follows:
1. Term. Executive's employment under this Agreement shall commence on the
Effective Date and shall continue indefinitely as set forth herein until
termination of Executive's employment as provided in Section 6 hereof (the "Term
of Employment"). If Executive's employment is terminated pursuant to Section 6
hereof, the Term of Employment shall expire as of the Termination Date (as
defined in Section 6 hereof).
2. Duties and Activities. During the Term of Employment, Executive will
faithfully perform those duties and responsibilities as are commensurate with
the positions set forth in Exhibit A. Executive shall report to the Company's
President and Chief Executive Officer ("CEO"). Executive shall participate in
and perform such other responsibilities and duties as may be reasonably
determined in the future by the Company's President and CEO. Executive will
devote Executive's entire business time, attention and energy and use best
efforts to advance the business and welfare of the Company. Executive shall not
engage in any other employment activities for any direct of indirect
remuneration, except that Executive may continue to devote reasonable time to
the management of personal investments and participate in community and
charitable affairs so long as such activities do not interfere with Executive's
performance of his duties under this Agreement. Executive may serve on the Board
of Directors or Advisory Board of other for profit companies with the prior
consent of the Company's Board of Directors, which will not be unreasonably
withheld.
3. Former Employers. Executive represents and warrants that employment by
the Company will not conflict with and will not be constrained by any prior or
current employment, consulting or other relationship. Executive represents and
warrants that Executive does not possess confidential information arising out of
any such employment, consulting or other relationship, which, in Executive's
best judgment, would be utilized in connection with employment by the Company.
Executive has documented in Exhibit B any prior inventions claimed by Executive.
4. Compensation
4.1 Base Salary. In consideration for Executive's services under this
Agreement, Executive will be paid a salary at an annual rate set forth in
Exhibit A, or at such other annual salary rate as determined by the Company's
Board of Directors or its Compensation Committee, but in any event at least
equal to the salary rate in effect immediately preceding any change thereto
Executive s annual salary rate in effect from time to time is referred to herein
as the `Base Salary" Executive's Base Salary shall be paid in semi-monthly
installments Executive's Base Salary will be reviewed on or about January 1,
2006 and annually thereafter.
4.2 Bonus Compensation. Executive shall be eligible to receive Bonus
Compensation of twenty percent (20%) of Executive's Base Salary based on
achievement of target objectives The Company and Executive will agree upon
target objectives and performance goals Bonus Compensation may exceed 20% at the
sole discretion of the Company's Board of Directors Executive's compensation by
payments of Base Salary and Bonus Compensation shall not be deemed exclusive and
shall not prevent Executive from participating in any other incentive
compensation, profit sharing or benefit plan made available by the Company to
its executives generally The Base Salary payments hereunder shall not in any way
limit or reduce any other obligation of the Company hereunder, and no other
compensation, benefit or payment hereunder shall in any way limit or reduce the
obligation of the Company to pay Executive's Base Salary.
4.3 Stock Option Grant. The Company shall grant to Executive an incentive
stock option (the "Option"), (to the extent permitted by the applicable
provisions of Section 422 of the Internal Revenue Code) to purchase the number
of shares of the common stock of the Company as set forth in Exhibit A, and
shall include the following terms
(a) The Option will vest as set forth in Exhibit A.
(b) The exercise price for the Option shall be as set forth in Exhibit
A, as appropriately adjusted for stock splits, stock dividends, and the
like.
(c) The Option shall be exercisable pursuant to the terms of the
Company's employee stock option plan except that if the Executive is
terminated by the Company without Cause (as defined in Section 6.1(c)
hereof) or by the Executive for Good Reason (as defined in Section 6 1(e))
then the Option shall be exercisable within ninety (90) days after such
termination.
(d) Issuance and exercise of the Option shall be in accordance with
all applicable securities laws and the other terms and conditions of the
Company's Stock Option Plan and form of the Stock Option Agreement, and,
except as set forth herein, shall be issued and exercised pursuant to the
terms of the Company's Stock Option Plan.
(e) The Option will have a term of ten years; and
2
(f) In the event of a Change of Control of the Company (an "EIP Change
of Control"), as defined in the Company's 2001 Equity Incentive Plan, as
amended (the "EIP"), the Option shall vest as provided in paragraph 14
entitled "Consequences of a Change of Control".
5. Benefits.
5.1 Participation. Executive shall be entitled to participate in all fringe
benefit programs maintained by the Company and made available to its executive
officers from time to time. The Company shall maintain for Executive disability,
health, vision, life, dental and prescription drug coverage, and 40 1(k)
participation comparable to that provided to executives of the Company.
Executive shall be entitled to twenty (20) days of paid vacation per year, which
vacation time shall accrue in accordance with the Company's policies. Executive
shall be entitled to coverage under directors' and officers' insurance, and to
indemnity under the Company's Articles of Incorporation and By-Laws, to the same
extent as other corporate officers of the Company.
5.2 Expenses. The Company will pay or reimburse Executive for such
reasonable travel, entertainment or other business expenses incurred on behalf
of the Company in connection with the performance of Executive's duties
hereunder but only to the extent that such expenses were either specifically
authorized by the Company or incurred in accordance with policies established by
the Company for executives and provided that Executive shall furnish the Company
with such evidence relating to such expenses as the Company may reasonably
require to substantiate such expenses for tax purposes.
6. Termination of Employment.
6.1 Circumstances of Termination. Notwithstanding the terms set forth in
Section 1 hereof, Executive's employment shall terminate under any of the
following circumstances and the date of such an occurrence, unless otherwise
provided below, shall be Executive's "Termination Date":
(a) Death. Immediately, in the event of Executive's death.
(b) Permanent Disability. At the option of the Company, if Executive
becomes physically or mentally incapacitated or disabled so that (i)
Executive is unable to perform for the Company substantially the same
services as Executive performed prior to incurring such incapacity or
disability or to devote a substantial portion of Executive's business time
or use Executive's best efforts to advance the business and welfare of the
Company or otherwise to perform Executive's duties under this Agreement,
(ii) such condition exists for an aggregate of six (6) months in any twelve
(12) month consecutive calendar period, and (iii) such incapacity or
disability is incapable of reasonable accommodations under applicable law,
including but not limited to the Americans with Disabilities Act of 1990,
as amended (a "Permanent Disability"). In such event, the Termination Date
shall be the date of determination of Permanent Disability as set forth
above. The Company, at its option and expense, is entitled to retain a
3
physician reasonably acceptable to Executive to confirm the existence of
such incapacity or disability, and the determination of such physician is
binding upon the Company and Executive.
(c) Cause. At the option of the Company, immediately if Executive:
(i) has been convicted of a felony; or
(ii) has embezzled or misappropriated Company funds or property
or that of the Company's customers, suppliers or affiliates; or
(iii) has violated any material term of this Employment
Agreement; or
(iv) has demonstrated gross negligence or willful misconduct in
connection with the performance of Executive's duties hereunder; or
(v) presented false or misleading information in connection with
his employment application;
(any of the foregoing, "Cause"); provided, however, that with respect to
subsections (iii) and (iv) above, the Company's right to terminate Executive
shall be conditioned on (A) the Company giving Executive written notice
specifically referring to the pertinent subsection above and describing the
specific circumstances and/or actions purportedly giving rise to the occurrence
of such item; and (B) failure by Executive, within ten (10) days after receipt
of any such notice, to cease the actions and/or cure, reinstate or rectify the
circumstances described in such notice to the reasonable satisfaction of the
Board of Directors, With respect to these subsections, the Company shall have
the right to place Executive on paid administrative leave pending investigation
of the circumstance(s) or action(s) purportedly giving rise to the occurrence of
such items. In such event, the Termination Date shall be the date the Board of
Directors determines that Cause exists after the expiration of the foregoing
investigation, cure or rectification period, if applicable.
(d) Without Cause. At the option of the Company, at any time for any
reason other than those referred to above or for no reason at all,
whereupon the Company shall be obligated to make those payments set forth
in Section 7 hereof but if, and only if, Executive executes a valid and
comprehensive release of any and all claims that the Executive may have
against the Company in a form provided by the Company, which form shall
consist solely of a valid and comprehensive release.
(e) Resignation by Executive for Good Reason. By Executive, at
Executive's option:
(i) because the Company has unreasonably reduced the role or
responsibilities of Executive;
4
(ii) because the Company causes Executive to report to someone
other than the person who is the President and CEO on the Effective
Date, without the consent of Executive;
(iii) because the Company has reduced Executive's Base Salary
from the level in effect immediately prior to such change, with the
exception of a company-wide reduction of compensation due to economic
considerations, provided that the foregoing shall not limit or
derogate from the Company's obligations set forth in Section 4 above;
(iv) because the Company has breached any material term of this
Agreement other than as noted in subsections (i) and (H) above;
(v) the Company relocates its principal executive office to a
location more than 25 miles from its location on the Effective Date;
or
(vi) in the event of a Change of Control of the Company, as
defined in Section 6.6 hereof;
(any of the foregoing, "Good Reason"); provided, however, that with respect to
subsections (i), (ii), (iii), (iv) and (v) above, the Company's right to
terminate Executive shall be conditioned on (A) Executive giving the CEO or the
Chairman of the Board of Directors written notice specifically referring to the
pertinent subsection above and describing the specific circumstances and/or
actions purportedly giving rise to the occurrence of such item; and (B) failure
by the Company, within ten (10) days after receipt of any such notice, to cease
the actions and/or cure, reinstate or rectify the circumstances described in
such notice to the reasonable satisfaction of Executive. in such event, the
Termination Date shall be the date the Executive determines that Good Reason
exists after the expiration of the foregoing cure or rectification period, if
applicable. In the event that Executive terminates this Agreement for Good
Reason, the Company shall become obligated to make those payments set forth in
Section 7 hereof
(e) Resignation by Executive Without Good Reason. By Executive, at
Executive's option, without Good Reason, upon fourteen (14) days' notice,
in which event the Termination Date shall be fourteen (14) days after the
notice date.
6.2 Notice of Termination. Any intent to terminate employment by Executive
pursuant to Section 6.1(e) shall be communicated by written notice to the
Company setting forth in detail the specific actions deemed to constitute Good
Reason. If the Company does not respond within ten (10) days from such notice,
the resignation shall be deemed effective, The Company may, within the ten (10)
day period, correct such condition giving rise to Executive's notice or dispute
Executive's claims by giving written notice of such dispute.
6.3 At-Will Employment. Notwithstanding the Company's obligations described
in Sections 6 and 7, Executive's employment with the Company will be on an "at
will" basis, meaning that either Executive or the Company may terminate
5
Executive's employment at any time for any reason or no reason. The "at-will"
nature of Executive's employment may only be changed by a writing signed by the
President of the Company.
6.4 Resignation. Upon termination of employment, Executive shall be deemed
to have resigned from the Board of Directors of the Company if Executive is then
a Director, and from all other offices, titles and positions he may then hold in
connection with his employment by the Company.
6.5 Cooperation. After notice of termination and until the Termination
Date, Executive shall cooperate with the Company, as reasonably requested by the
Company, to effect a transition of Executive's responsibilities and to ensure
that the Company is aware of all matters being handled by Executive.
6.6 Change of Control. For purposes of this Agreement (other than with
respect to stock options, which are governed by the EIP), a "Change of Control
of the Company" shall be deemed to have occurred if:
(a) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the voting power of the
then outstanding securities of the Company;
(b) The stockholders of the Company approve (or, if stockholder
approval is not required, the Board approves) an agreement providing for
(i) the merger or consolidation of the Company with another corporation
where the stockholders of the Company, immediately prior to the merger or
consolidation, will not beneficially own, immediately after the merger or
consolidation, shares entitling such stockholders to a majority of all
votes to which all stockholders of the surviving corporation would be
entitled in the election of directors, or where the members of the Board,
immediately prior to the merger or consolidation, would not, immediately
after the merger or consolidation, constitute a majority of the board of
directors of the surviving corporation, (H) a sale or other disposition of
all or substantially all of the assets of the Company, or (Hi) a
liquidation or dissolution of the Company;
(c) Any person has commenced a tender offer or exchange offer for
fifty percent (50%) or more of the voting power of the then outstanding
shares of the Company;
(d) Directors are elected such that a majority of the members of the
Board shall have been members of the Board for less than two years, unless
the election or nomination for election of each new director who was not a
director at the beginning of such two-year period was approved by a vote of
at least two-thirds of the directors then still in office who were
directors at the beginning of such period.
7. Payments Upon Termination of Employment.
6
7.1 Payments. In addition to any rights Executive may have under Section
4.3 on the Termination Date:
(a) If the Company terminates Executive's employment for Cause
pursuant to Section 6.1(c), or if Executive voluntarily terminates
employment without Good Reason, the Company's obligation to compensate
Executive shall in all respects cease as of the Termination Date, except
that the Company shall pay to Executive within 30 days the Base Salary
accrued under Section 4.1, a pro-rata amount of any Bonus or other
compensation earned under Section 4.2, the value of accrued vacation time
pursuant to Section 5.1 hereof, and the reimbursable expenses incurred
under Section 5.2 of this Agreement, in each case up to such Termination
Date (the "Accrued Obligations").
(b) If Executive's employment is terminated by the Company other than
for Cause pursuant to Section 6.1(c) or by Executive for Good Reason
pursuant to Section 6.1(e), then the Company's obligation to compensate
Executive shall in all respects cease, except that within thirty (30) days
after the Termination Date the Company shall pay Executive the Accrued
Obligations and during the period ending on the expiration of the twelfth
(12th) month following the Termination Date the Company shall pay to
Executive each month one-twelfth (1/12th) of the annual Base Salary of
Executive in effect at the Termination Date (all of the foregoing, the
"Severance Payments"); provided, however, that in the event such
termination occurs within two (2) years after a Change of Control of the
Company, the full amount of the Continuation Payments will be paid in a
lump sum within ten (10) days of the termination. Notwithstanding the
foregoing, the Company shall be excused from fulfilling the obligations of
this Section 7.1(b) if Executive breaches Executive's obligations under
this Agreement or the Confidentiality Agreement.
(c) If Executive's employment is terminated due to the death of
Executive, the Company's obligation to compensate Executive shall in all
respects cease as of the Termination Date, except that within thirty (30)
days after the Termination Date, the Company shall pay Executive's estate
or legal representative the Severance Payments.
(d) If Executive's employment is terminated upon the Permanent
Disability of Executive, the Company's obligation to compensate Executive
with respect to Base Salary (as in effect on the Termination Date) shall
continue for up to six (6) months or until Executive is eligible for
long-term disability payments from the Company's insurance provider,
whichever is sooner. In addition, the Company shall pay Executive the
Severance Payments within 30 days after the Termination Date.
7.2 Medical Benefits. If Executive's employment is terminated by the
Company other than for Cause pursuant to Section 6.1(c) or by Executive for Good
Reason pursuant to Section 6.1(e), the Company shall reimburse the Executive for
the amount of Executive's premium payments for group health coverage, if any,
elected by the Executive pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"); provided, however, that the
7
Executive shall be solely responsible for all matters relating to Executive's
continuation of coverage pursuant to COBRA, including (without limitation)
Executive's election of such coverage and Executive's timely payment of
premiums; provided further, that upon the earlier to occur of(C) the time that
the Executive no longer constitutes a Qualified Beneficiary (as such term is
defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended)
and (D) the date [six (6)] months following the Executive's termination, the
Company's obligations to reimburse the Executive under this subsection (ii)
shall cease.
7.3 Effect on this Agreement. Any termination of Executive's employment
under this Agreement shall not affect the continuing operation and effect of
this Section and Section 8 hereof which shall continue in full force and effect
with respect to the Company and Executive, and their heirs, successors and
assigns. Nothing in Section 6 hereof shall be deemed to operate as a release,
settlement or discharge of any liability of Executive to the Company or others
from any action or omission by Executive enumerated in Section 6.1(c) hereof as
a possible basis for termination of Executive's employment for Cause.
7.4 No Duty to Mitigate. Subject to the provisions of the Confidentiality
Agreement and Section 8 of this Agreement, Executive shall be free to accept
such employment and engage in such business as Executive may desire following
the termination of employment hereunder, and no compensation received by
Executive therefrom shall reduce or affect any payments required to be made by
the Company hereunder except to the extent expressly provided herein or in the
benefit plans of the Company.
8. Post-Employment Activities.
8.1 Conditional Nature of Severance Payments: Non-Competition. Executive
acknowledges that the nature of the Company's business is such that during the
term of employment and for twelve (12) months following termination of
Executive's employment with the Company (the "Noncompete Period"):
(a) if Executive were to become employed by, or substantially involved
in, the business of a Competitor, it would be very difficult for the
Executive not to rely on or use the Company's trade secrets and
confidential information. A "Competitor" is defined as any person, entity
or division, whether now existing or hereafter established, which directly
competes with the products and services of the Company. To avoid the
inevitable disclosure of the Company's trade secrets and confidential
information, Executive agrees and acknowledges that the Executive's right
to receive the severance payments and other benefits set forth in Section 7
(to the extent the Executive is otherwise entitled to such payments) shall
be conditioned upon (a) the Executive not directly or indirectly engaging
in (whether as an employee, consultant, proprietor, partner, director or
otherwise), nor having any ownership interest directly or indirectly in
more than one percent (1%) in, or participating in the financing,
operation, management or control of, a Competitor; provided, however that
Executive may be employed by a division of a Competitor so long as such
division does not engage in activities that directly compete with the
8
products and services of the Company and Executive is otherwise in
compliance with all other provisions of this Section 8, and (b) Executive
continuing to observe, and not be in breach of, the provisions of the
Confidentiality Agreement and Invention Assignment Agreement (the
"Confidentiality Agreement") entered into by Executive and the Company.
Upon any breach of this Section or the Confidentiality Agreement, all
severance payments pursuant to Section 7 shall immediately cease.
The obligations under the Confidentiality Agreement shall survive
termination of this Agreement for any reason.
(b) Executive shall not, without the prior written consent of the
Company, directly or indirectly, (i) solicit, request, cause or induce any
person who is at the time, or 12 months prior thereto had been, an employee
of or a consultant of the Company to leave the employ of or terminate such
person's relationship with the Company or (ii) attempt to interfere with
any business agreement or relationship existing between the Company and/or
its affiliates with a third party.
(c) Executive shall not disparage the business reputation of the
Company (or its management team) or take any actions that are harmful to
the Company's goodwill with its customers, content providers, bandwidth or
other network infrastructure providers, vendors, employees, the media or
the public. Executive recognizes that such actions would cause irreparable
harm for which there is no adequate remedy at law and that the Company may
seek in state or federal court, and is entitled to, a temporary restraining
order and to preliminary and permanent injunctive relief in state or
federal court to stop any such conduct or statements for any breach or
threatened breach of this Section 8 during the term of employment and for a
period of two years thereafter. The Company shall not disparage the
business reputation of Executive.
(d) The Company spends considerable amounts of time, money and effort
in developing and maintaining good will in its industry. Executive agrees
the covenants contained within this Section 8: (i) are reasonable and
necessary in all respects to protect the goodwill, trade secrets,
confidential information, and business interests of Company; (ii) are not
oppressive to Executive; and (iii) do not impose any greater restraint on
Executive than is reasonably necessary to protect the goodwill, trade
secrets, confidential information and legitimate business interests of
Company.
(e) Executive acknowledges and agrees that promises made by the
Company in this Agreement such as (i) the establishment of an employment
relationship and (ii) the commitment to provide severance compensation in
the event of the termination of Executive's employment for reasons other
than Cause (subject to certain requirements on the part of Executive),
constitute one form of consideration for Executive's agreement to and
compliance with the restrictive covenants in this Agreement. Executive
acknowledges and agrees that Company's agreement to provide Executive with
access to Company's confidential and proprietary information is a separate
form of consideration supporting the restrictive covenants in this
Agreement. Executive acknowledges and agrees that the Company's agreement
to permit the use of the Company's goodwill with the Company's customers,
investors and content providers is a separate form of consideration
supporting the restrictive covenants in this Agreement.
9
Executive acknowledges and agrees that the Company's commitment to
providing Executive with unique skill development and training in IPIX's
business and technology is a separate form of consideration supporting the
restrictive covenants in this Agreement
8.2 Exclusions. No provision of this Agreement shall be construed to
preclude Executive from performing the same services which the Company hereby
retains Executive to perform for any person or entity which is not a Competitor
of the Company upon the expiration or termination of Executive's employment (or
any post-employment consultation) so long as Executive does not thereby violate
any term of the Confidentiality Agreement.
9. Remedies. Executive's obligations under the Confidentiality Agreement
and under Section 8 of this Agreement shall survive the expiration or
termination of Executive's employment (whether through Executive's resignation
or otherwise) with the Company Executive acknowledges that a remedy at law for
any breach or threatened breach by Executive of the provisions of the
Confidentiality Agreement or Section 8 would be inadequate and Executive
therefore agrees that the Company shall be entitled to injunctive relief in any
court of competent jurisdiction m the case of any such breach or threatened
breach Executive acknowledges that this Section does not limit the Company's
right to seek monetary damages for breach of this Agreement
10. Miscellaneous
10.1 Notice. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by
telecopy, (iii) send by overnight courier, or (iv) sent by registered or
certified mail, return receipt required, postage prepaid.
If to the Company IPIX Corporation
0000 Xxxxxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
If to Executive Home address of Executive as
maintained in the Company's
personnel records
10.2 Modification and No Waiver of Breach. No waiver or modification of
this Agreement shall be binding unless it is in writing signed by the parties
hereto No waiver by a party of a breach hereof by the other party shall be
deemed to constitute a waiver of a future breach, whether of a similar or
dissimilar nature, except to the extent specifically provided in any written
waiver under this Section.
10.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT
REFERENCE TO THE CONFLICT OF LAW PRINCIPLES OF VIRGINIA ALL QUESTIONS RELATING
10
TO THE VAL1DITY AND PERFORMANCE HEREOF AND REMEDIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAW.
10.4 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same agreement.
10.5 Captions. The captions used herein are for ease of reference only and
shall not define or limit the provisions hereof.
10.6 Assistance in Litigation. Executive shall, during and after
termination of employment, upon reasonable notice, furnish such information and
proper assistance to the Company as may reasonably be required by the Company in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become a party, provided, however, that such assistance
following termination shall be furnished at mutually agreeable times and for
mutually agreeable compensation.
10.7 Entire Agreement. This Agreement, any written agreement referred to
herein and the Exhibits hereto constitute the entire agreement between the
parties hereto relating to the matters encompassed herby and supersede any prior
or contemporaneous written or oral agreements.
10.8 Successors.
(a) Any successor to the Company (whether direct or indirect and
whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company's business and assets
shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the
same extent as the Company would be required to perform such obligations m
the absence of a succession For all purposes under the Agreement, the term
`Company' shall include successor to the Company s business and assets that
executes and delivers the assumption agreement described in this subsection
(a) or which becomes bound by the terms of this Agreement by operation of
law.
11
(b) The terms of this Agreement and all rights of Executive hereunder
shall inure to the benefit or, and be enforceable by, Executive's personal
or legal representatives, executors, administrators, successors, heirs,
devisees and legatees.
IN WITNESS HEREOF, this Agreement has been duly executed as of the
Effective Date set forth below.
IPIX CORPORATION
By: ________________________________
Xxxxx X Xxxxx,
President and Chief Executive Officer
EXECUTIVE
____________________________________
Xxxxxxx A Crew
Effective Date _____________________
12
EXHIBIT A
Name: Xxxxxxx X. Crew
Titles: Executive Vice President, Chief Financial Officer,
Treasurer and Secretary of the Company
Direct Supervisor: Xxxxx X. Xxxxx, President and Chief Executive Officer
Annual Base Salary: $200,000.00
Stock Options:
Number: 250,000 options to purchase Common Stock
Type: Incentive Stock Options (ISOs)
Exercise Price: The fair market value of the Common Stock of the
Company as of the date of grant, as determined by the
Board of Directors
Vesting start date: Executive's first day of full-time employment with the
Company (the "Vesting Start Date")
Vesting terms: (1) Options to purchase 71,428 shares shall vest and
first become exercisable on the first (1st)
anniversary of the Vesting Start Date; (2) options
to purchase 5,953 shares shall vest and first become
exercisable monthly thereafter for each of the next
twenty nine (29) months; and (3) any remaining
unvested options constituting the Option shall vest
and first become exercisable forty-two (42) months
after the Vesting Start Date.
Other (state "None" if no other items should be noted): NONE
IPIX CORPORAT1ON
By:________________________________
Xxxxx X. Xxxxx,
President and Chief Executive Officer
EXECUTIVE:
___________________________________
Xxxxxxx X. Crew
Effective Date: ___________________
13
EXHIBIT B
PRIOR INVENTIONS
[NONE]
