February 4, 2015 Douglas Pagán (Hand Delivery) Re: Amended and Restated Employment Agreement Dear Doug:
EXHIBIT 10.18
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00 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 000 000 0000 000 000 0039 fax
xxx.xxxxxxxxxxxx.xxx |
February 4, 2015
Xxxxxxx Xxxxx
(Hand Delivery)
Re: Amended and Restated Employment Agreement
Dear Xxxx:
On behalf of Paratek Pharmaceuticals, Inc. (“Paratek” or the “Company”) I am pleased to offer you continued employment under the terms of this Amended and Restated Employment Agreement (the “Agreement”). In this Agreement, you and the Company hereby amend, supersede, and restate in its entirety that certain offer letter agreement between the Company and you dated November 19, 2014 (the “Employment Agreement”).
Employment Position and Duties
You will be employed in the position of Chief Financial Officer (“CFO”). You will be expected to perform the customary duties of your position, duties specified in the Bylaws of the Company, and as may be required by the Company’s Board of Directors (the “Board”) consistent with your position as CFO. You will report to the Chief Executive Officer, and work at the Company’s corporate headquarters in Boston, Massachusetts. During your employment with the Company, you will devote your full-time best efforts and business time and attention to the business of the Company. As an exempt salaried employee, you will be expected to be available and working during the Company’s regular business hours, and such additional time as appropriate to manage your responsibilities. The Company reserves the right to reasonably require you to perform your duties at places other than its corporate headquarters from time to time, and to require reasonable business travel, including international travel, at the Company’s expense.
Your employment relationship with the Company will also be governed by the general employment policies and practices of the Company, except that if the terms of this Agreement conflict, this Agreement will control.
Base Salary
You will earn a salary at the rate of $25,000 per month ($300,000 annualized), less payroll deductions and withholdings (“Base Salary”), payable on the Company’s regular payroll schedule. The Base Salary will be reviewed on an annual or more frequent basis by the Board (or any authorized committee thereof), and is subject to change in the discretion of the Board (or any authorized committee thereof).
Signing Bonus
You are eligible to earn a signing bonus in an amount equal to $65,000, representing the compensation you are forfeiting by joining Paratek, subject to payroll deductions and withholdings, which will become earned on the earlier of: (a) the date you complete ninety (90) days of service with the Company, or (b) the date your employment by Paratek is terminated by Paratek without Cause or by you for Good Reason, and will become payable on the first regular Company paydate thereafter.
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Discretionary Performance Bonus
Starting with calendar year 2015, you will be eligible to earn a discretionary performance bonus of up to thirty percent (30%) of your Base Salary, subject to applicable payroll deductions and withholdings (“Bonus”), based upon the Board’s assessment of your performance, and the Company’s attainment of written targeted goals as determined by the Board in its sole discretion. Following the close of each calendar year, the Board will determine in its discretion whether you have earned a Bonus, and the amount of any Bonus. You will be eligible to earn a Bonus for any full calendar year provided that you remain employed by the Company as of December 31of that year. The Bonus, if earned, will be paid no later than March 15 of the calendar year after the year to which it relates.
Employee Benefits
As a regular employee, you will be eligible to participate in the Company’s standard employee benefits, pursuant to the terms and conditions of the benefit plans and applicable policies, and for any additional benefits provided to the Company’s executive employees generally. You will also be eligible to accrue paid vacation in accordance with the terms of the Company’s vacation policy. The Company may change employee benefits from time to time in its discretion. Details about these benefits are provided in the employee handbook and Summary Plan Descriptions, available for your review.
Business Expenses
The Company will pay or reimburse you for all reasonable business expenses incurred or paid by you in the performance of your duties and responsibilities for the Company, subject to such reasonable substantiation and documentation as may be required by the Company, and subject to any maximum annual limit and other restrictions on or policies governing such expenses as set by the Company from time to time.
Equity Compensation
You have been granted options (the “Options”), under the Paratek Pharmaceuticals, Inc. 2015 Inducement Plan (the “Inducement Plan”), to purchase 160,000 shares of the Company’s Common Stock, at fair market value as determined by the Board as of the date of grant. The Options will be governed in full by the terms and conditions of the Inducement Plan and your individual grant agreement; provided, however, subject to your continued service (as defined in the Inducement Plan), the Options will vest over a four (4)-year vesting period, under which twenty-five percent (25%) of your shares will vest after twelve (12) months of employment, with the remaining shares vesting monthly thereafter over the remaining thirty-six (36)-month period.
You have been granted Restricted Stock Units (“RSUs”) under the Transcept Pharmaceuticals, Inc. 2006 Incentive Award Plan, as amended and restated (the “2006 Plan”), for 35,000 shares of Common Stock of the Company. The RSUs will be governed in full by the terms and conditions of the 2006 Plan and your individual Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement; provided, however, subject to your continued service with the Company as defined in the 2006 Plan, the RSUs shall vest and shares of Common Stock shall be issuable upon the three (3)-year anniversary of the grant date.
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At-Will Employment Relationship
You may terminate your employment with the Company at any time, with or without Good Reason, and with or without advance notice, and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without Cause, and with or without advance notice. Your employment at-will status can only be modified in a written agreement approved by the Board and signed by you and a duly authorized Member of the Board.
Payments upon Termination Other than Without Cause or with Good Reason
Upon termination of your employment for any reason other than by the Company without Cause or by you with Good Reason, you shall be paid all accrued but unpaid Base Salary, any earned but unpaid bonus, reimbursement for business expenses incurred by you but not yet paid to you as of the date your employment terminates, and all accrued but unused vacation (collectively, the “Accrued Payments”). Your Options shall terminate, as to all unvested shares, as of your termination date.
Termination without Cause or with Good Reason
Upon termination of your employment at any time by the Company without Cause or by you with Good Reason, each as defined below, you will receive the Accrued Payments. In addition, subject to your fulfillment of the Release Obligation, as defined below, you will be eligible for the following severance benefits:
1. Cash Severance Payments. You will be eligible to receive cash severance equal to twelve (12) months of Base Salary following the termination date, subject to payroll withholding and deduction (“Severance Payments”), and paid according to the Company’s regular payroll procedures. Payment of Severance Payments shall commence on the sixtieth (60th) day following your employment termination, which initial payment shall include a lump sum payment equal to the aggregate semi-monthly installments that would otherwise have been due during the period between the termination date and the sixtieth (60th) day, but for the sixty (60)-day delay in this provision. Thereafter, the remaining installments shall be paid on the Company’s regular paydays.
2. Pro-Rata Severance Bonus. You will also be eligible to receive an amount (the “Pro-Rata Bonus”) equal to the Bonus you would have earned for the year in which your employment terminates, prorated by multiplying the Bonus that you would have earned if you had remained employed through December 31 by the portion of the year that you had actually remained employed, and subject to payroll withholding and deduction. The determination by the Board of the Bonus amount you would have earned shall be based on actual performance for the full calendar year, except that any applicable subjective performance conditions will be disregarded in determining actual performance, and the entire amount of the Bonus, if any, will be determined based on applicable objective performance conditions. Any Pro-Rata Bonus will be paid at the same time bonuses are paid to the other executives of the Company, but in no event later than March 15 of the calendar year after the year to which it relates.
3. Paid Health Care Coverage; Other Benefits Continuation.
a. If at the time of your employment termination you participate in health care coverage through the Company’s plan, then provided that you timely elect continued
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coverage under COBRA, the Company will pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the termination date and ending on the earliest to occur of the date: (i) twelve (12) months after the termination date; (ii) you become eligible for group health insurance coverage through a new employer; or (iii) you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event.
b. Notwithstanding the foregoing, if the payment by the Company of the COBRA Premiums will subject or expose the Company to taxes or penalties, you and the Company agree to renegotiate the provisions of paragraph 3(a) in good faith and enter into a substitute arrangement pursuant to which the Company will not be subjected or exposed to taxes or penalties and you will be provided with payments or benefits with an economic value that is no less than the economic value of the COBRA Premiums.
Definitions
For purposes of this Agreement, the following definitions shall apply:
1. “Cause” shall mean the occurrence of any of the following events: (a) your conviction of any felony or any crime involving fraud, embezzlement, dishonesty or moral turpitude under the laws of the United States or any state thereof; (b) your attempted commission of, or participation in, a fraud, embezzlement or act of material dishonesty against the Company or a Company affiliate; (c) your intentional, material violation of any contract or agreement between you and the Company or a Company affiliate or of any statutory duty owed to the Company or a Company affiliate; (d) your intentional unauthorized use or disclosure of the Company’s or a Company affiliate’s confidential information or trade secrets; (e) your refusal or failure to perform any duties required of you, if such duties are consistent with duties customary for your position, which refusal or failure continues after a period of thirty (30) days following your receipt of notice from the Company that it deems such conduct Cause for termination of your employment hereunder; or (f) your gross misconduct.
Notwithstanding anything to the contrary in this Agreement or any other Agreement between the Company and you, “Cause” shall not include or be predicated upon any act or omission by you, which is taken or made either (a) in good faith, under your reasonable belief that the act or omission was in the best interests of the Company; (b) to comply with a lawful court order, directive from a federal, state or local government agency or industry regulatory authority, or subpoena; or (c) at the direction of the Board or upon the advice of counsel for the Company.
2. “Good Reason” shall exist for resignation from employment with the Company if any of the following actions are taken by the Company without your prior consent: (a) a reduction in your Base Salary or Bonus target percentage of Base Salary, unless the salaries or bonus target percentages of all other senior executive officers of the Company are correspondingly and proportionately reduced; (b) a removal from the office of CFO; or (c) a relocation of your principal place of employment to a place that increases your one-way
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commute by more than thirty-five (35) miles as compared to your then-current principal place of employment immediately prior to such relocation. In order for you to resign for Good Reason, each of the following requirements must be met: (w) you must provide written notice to the Board within thirty (30) days after first becoming aware of the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (x) you must allow the Company at least thirty (30) days from receipt of such written notice (the “Cure Period”) to cure such event, (y) such event is not reasonably cured by the Company within the Cure Period, and (z) you must resign from all positions you then hold with the Company not later than sixty (60) days after the expiration of the Cure Period.
3. “Release Obligation” means that: (a) you have signed a general release and waiver of claims in favor of the Company and its affiliates, as part of a termination agreement acceptable to the Company that contains standard provisions including (i) a mutual non-disparagement provision, (ii) a provision providing that, notwithstanding anything to the contrary in any agreement between you and the Company, each party will be responsible for its own expenses incurred in connection with the enforcement of such agreement, and (iii) customary exclusions from your release of claims including (A) any claims with respect to amounts due and owing to you pursuant to the terms and conditions of this Agreement or under any other employee benefit plan of the Company or its affiliates; (B) any claims or rights you may have to indemnification or advancement of expenses under the by-laws or other applicable corporate governing documents of the Company or any other plan, policy, agreement, or arrangement, or under applicable law; (C) any rights, coverage or entitlements provided to you under any D&O insurance policies paid for by the Company (or its affiliates); and (D) any rights or claims you may have against the Company or its affiliates which arise after the date of the termination agreement, and (b) you have allowed the release and waiver to become fully effective without revocation during any applicable revocation period.
Change in Control
Upon the termination of your employment by the Company without Cause, or by you with Good Reason, in either case during a time period starting on the date ninety (90) days before the closing of a Change in Control and ending on the date twelve (12) months after the closing of a Change in Control, provided that you meet the Release Obligation and you provide continued services through your termination date, then your Options and RSUs shall vest in full (“Accelerated Vesting”), effective as of the termination date of your employment.
A “Change in Control” shall mean any of the following: (a) a merger or consolidation in which the Company is a constituent party (or if a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation), other than a merger or consolidation in which the voting securities of the Company outstanding immediately prior to such merger or consolidation continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation, or (b) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Company’s voting power is transferred, other than the sale by the Company of stock in transactions the primary purpose of which is to raise capital for the Company’s operations and activities, or (c) a sale, lease, exclusive license or other disposition of all or substantially all (as determined by the Board in its sole discretion) of the assets of the Company.
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Section 280G
If any payment or benefit (including payments and benefits pursuant to this Agreement) that you would receive in connection with a Change in Control from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) you shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to you as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code.
Indemnification; D&O Insurance
You will be entitled to the same indemnification under the terms of the Company’s by-laws and Certificate of Incorporation as is provided, and such liability insurance as the Company may from time to time purchase, for its Board members and senior officers, including such post-termination indemnification and liability insurance as applicable to other Board members and senior executives. As required by the Company’s Certificate of Incorporation, the Company shall enter into its customary indemnification agreement with you.
Compliance with Proprietary Information Agreement and Company Policies
As a condition of employment, you have signed and must continue to comply with the Company’s standard form of Employee Proprietary Information, Inventions Assignment, Non-Competition and Non-Solicitation Agreement (the “Proprietary Information Agreement”, a copy of which is attached hereto as Exhibit A) which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations. As a Paratek employee, you will be expected to abide by Company policies and practices, as may be changed from time to time in the Company’s discretion, and acknowledge in writing that you have read the Company’s employee handbook.
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Protection of Third Party Information
In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises, or use in the performance of your duties, any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company.
Outside Activities
Except with the prior written consent of the Board, you will not during your employment engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of your duties. During your employment, you agree not to acquire, assume or participate in, directly or indirectly, any entity, investment, or interest known by you to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise, including any person, corporation, firm, partnership or other entity whatsoever known by you to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world, in any line of business engaged in (or planned to be engaged in) by the Company. You may purchase or otherwise acquire up to one percent (1%) of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange, provided that you refrain from participating in the business activities of such enterprise.
Agreement to Arbitrate
To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company both agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the enforcement, breach, performance, or interpretation of this Agreement, your employment with the Company, or the termination of your employment with the Company, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration conducted in Boston, Massachusetts by JAMS, Inc. (“JAMS”) or its successors.
Both you and the Company acknowledge that by agreeing to this arbitration procedure, you each waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.
Any such arbitration proceeding will be governed by JAMS’ then applicable rules and procedures for employment disputes, which can be found at xxxx://xxx. xxxxxxx.xxx/xxxxx-xxxxxxx/, and which will be provided to you upon request. In any such proceeding, the arbitrator shall: (i) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (ii) issue a written arbitration decision including the arbitrator’s essential
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findings and conclusions and a statement of the award. You and the Company each shall be entitled to all rights and remedies that either would be entitled to pursue in a court of law. Nothing in this Agreement is intended to prevent either the Company or you from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration pursuant to applicable law.
Section 409A
It is the intention of the parties that this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance issued thereunder (“Section 409A”), and this Agreement will be interpreted in a manner intended to comply with Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Section 409A or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). Notwithstanding anything in this Agreement to the contrary, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and are not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to you prior to the date that is six (6) months after the date of your “separation from service” (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, your date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date, together with simple interest on the amount of each delayed payment at the U.S. short term applicable federal rate as of the date of the separation from service. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. For purposes of Section 409A, your right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments.
Entire Agreement; Contingencies
This Agreement, together with your Proprietary Information Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other prior agreements or promises made to you by anyone, whether oral or written, including the Employment Agreement. Changes in your employment terms, other than those changes expressly reserved to the Company’s or Board’s discretion in this Agreement, require a written modification approved by the Board and signed by a duly authorized Member of the Board.
This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law.
This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to conflicts of law principles. Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and pdf or other facsimile signatures shall be equivalent to original signatures.
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Please sign and date this Agreement to indicate your acceptance of continued employment at Paratek under the terms described above. We look forward to a continued productive and enjoyable work relationship.
Sincerely,
| /s/ XXXXXXX X. XXXXXX |
| Xxxxxxx X. Xxxxxx |
| Chairman of the Board and Chief Executive Officer |
| Accepted: |
| /s/ XXXXXXX XXXXX |
| Xxxxxxx Xxxxx |
| Date: |
February 25, 2015 | |
Exhibit A
EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT, NON-
COMPETITION
AND NON-SOLICITATION AGREEMENT
Exhibit A
EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT, NON-COMPETITION
AND NON-SOLICITATION AGREEMENT
In consideration of my employment or continued employment by Paratek Pharmaceuticals, Inc., its subsidiaries, parents, affiliates, successors and assigns (together, the “Company”) and the compensation now and hereafter paid to me, I hereby enter into this Employee Proprietary Information, Inventions Assignment, Non-Competition and Non-Solicitation Agreement (the “Agreement”) and agree as follows:
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A-3
A-4
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This Agreement shall be effective as of the first day of my employment with the Company.
| /s/ XXXXXXX XXXXX |
/s/ XXXXXXX X. XXXXXX | |
| (Signature) | (Signature) |
| Date: | December 1, 2014 |
By: | Xxxxxxx X. Xxxxxx | |||
| Address: 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 |
Title: | Chairman and CEO | ||||
| Date: | November 20, 2014 | |||||
| Address: 00 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 | ||||||
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EXHIBIT 1
PRIOR INVENTIONS
| TO: | Paratek Pharmaceuticals, Inc. | |
| FROM: | Xxxxxxx Xxxxx | |
| DATE: | December 1, 2014 | |
| SUBJECT: | Prior Inventions | |
1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my employment by Paratek Pharmaceuticals, Inc. (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:
| x | No inventions or improvements. | |||
| ¨ | See below: | |||
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| ¨ | Additional sheets attached. |
2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):
| Invention or Improvement | Party(ies) | Relationship | ||||||||
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| ¨ | Additional sheets attached. | |||||||||
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