EXHIBIT 10.6
CELTRIX PHARMACEUTICALS, INC.
EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is dated as of January 7, 1997
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by and between Xx. Xxxxxxx Xxxxxx ("Employee") and Celtrix Pharmaceuticals,
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Inc., a Delaware corporation (the "Company").
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RECITALS
Employee has served as the Company's President and Chief Executive Officer
since April 1995 and has served in various officer positions with the Company
since 1992. The Company's Board of Directors believes it is in the best
interests of the Company to retain Employee and incentivize Employee to continue
in the service of the Company. Accordingly, the Board of Directors of the
Company and Employee agree to enter into this Employment Agreement.
Now therefore, in consideration of the mutual promises, covenants and
agreements contained herein, the parties hereto agree as follows:
1. Term of Agreement. This Agreement shall commence on the date hereof
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and shall have a term of two (2) (the "Original Term"). This Agreement may be
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extended for an additional one (1) year beyond the end of the Original Term if
the parties hereto mutually agree in writing to such extension. Subject to the
Company's severance payment obligations set forth in Section 5 below, this
Agreement may be terminated by either party, with or without cause, on thirty
(30) days' written notice to the other party.
2. Duties.
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(a) Position. Employee shall be employed as President and Chief
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Executive Officer, and as such will have responsibility for the overall
operation of the Company and will report to the Company's Board of Directors
(the "Board").
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(b) Obligations to the Company. Employee agrees to the best of his
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ability and experience that he will at all times loyally and conscientiously
perform all of the duties and obligations required of and from Employee pursuant
to the express and implicit terms hereof, and to the reasonable satisfaction of
the Company. During the term of Employee's employment relationship with the
Company, Employee further agrees that he will devote all of his business time
and attention to the business of the Company, the Company will be entitled to
all of the benefits and profits arising from or incident to all such work
services and advice, Employee will not render commercial or professional
services of any nature to any person or organization, whether or not for
compensation, without the prior written consent of the Company's Board of
Directors, and Employee will not directly or indirectly engage or participate in
any business that is competitive in any manner with the business of the Company.
Nothing in this Agreement will prevent Employee from accepting speaking or
presentation engagements in exchange for
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honoraria or from serving on boards of charitable organizations, or from owning
no more than one percent (1%) of the outstanding equity securities of a
corporation whose stock is listed on a national stock exchange. Employee will
comply with and be bound by the Company's operating policies, procedures and
practices from time to time in effect during the term of Employee's employment.
3. At-Will Employment. The Company and Employee acknowledge that
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Employee's employment is and shall continue to be at-will, as defined under
applicable law, and that Employee's employment with the Company may be
terminated by either party at any time for any or no reason. If Employee's
employment terminates for any reason, Employee shall not be entitled to any
payments, benefits, damages, award or compensation other than as provided in
this Agreement. The rights and duties created by this Section 3 may not be
modified in any way except by a written agreement executed by the Board.
4. Compensation. For the duties and services to be performed by
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Employee hereunder, the Company shall pay Employee, and Employee agrees to
accept, the salary, stock options, bonuses and other benefits described below in
this Section 4.
(a) Salary. Employee shall receive an annual salary of $215,000 per
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year. Employee's salary will be payable pursuant to the Company's normal payroll
practices. In the event this Agreement is extended beyond the Original Term, the
then current base salary shall be reviewed at the time of such extension by the
Board or its Compensation Committee, and any increase will be effective as of
the date determined appropriate by the Board or its Compensation Committee.
Employee's salary shall be reviewed on at least an annual basis for possible
adjustment.
(b) Stock Options and Other Incentive Programs. Employee shall be
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eligible to participate in any stock option or other incentive programs
available to officers or employees of the Company.
(c) Bonuses. Employee's entitlement to incentive bonuses from the
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Company is discretionary and shall be determined by the Board or its
Compensation Committee in good faith based upon the extent to which Employee's
individual performance objectives and the Company's profitability objectives and
other financial and nonfinancial objectives are achieved during the applicable
bonus period. In the event of Employee's death or disability during the term of
this Agreement, the Company shall pay to Employee or Employee's estate the bonus
Employee would have earned during the entire year in which death or disability
occurred.
(d) Additional Benefits. Employee will be eligible to participate in
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the Company's employee benefit plans of general application, including without
limitation, those plans covering medical, disability and life insurance in
accordance with the rules established for individual participation in any such
plan and under applicable law. Employee will be eligible for vacation and sick
leave in accordance with the policies in effect during the term of this
Agreement and will receive such other benefits as the Company generally provides
to its other employees of comparable position and experience.
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(e) Reimbursement of Expenses. Employee shall be authorized to incur
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on behalf and for the benefit of, and shall be reimbursed by, the Company for
reasonable expenses, provided that such expenses are substantiated in accordance
with Company policies.
5. Termination of Employment and Severance Benefits.
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(a) Termination of Employment. This Agreement may be terminated
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during its Original Term (or any extension thereof) upon the occurrence of any
of the following events:
(i) The Company's determination in good faith that it is
terminating Employee for Cause (as defined in Section 6 below) ("Termination for
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Cause");
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(ii) The Company's determination that it is terminating Employee
without Cause, which determination may be made by the Company at any time at the
Company's sole discretion, for any or no reason ("Termination Without Cause");
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or
(iii) The effective date of a written notice sent to the Company
from Employee stating that Employee is electing to terminate his employment with
the Company ("Voluntary Termination").
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(b) Severance Benefits. Employee shall be entitled to receive
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severance benefits upon termination of employment only as set forth in this
Section 5(b):
(i) Voluntary Termination. If Employee's employment terminates
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by Voluntary Termination, then Employee shall not be entitled to receive payment
of any severance benefits. Employee will receive payment(s) for all salary and
unpaid vacation accrued as of the date of Employee's termination of employment
and Employee's benefits will be continued under the Company's then existing
benefit plans and policies in accordance with such plans and policies in effect
on the date of termination and in accordance with applicable law.
(ii) Voluntary Termination with Cash Shortfall. If Employee's
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employment terminates by Voluntary Termination and a Cash Shortfall (as defined
below) exists, Employee (A) will be paid a lump sum payment on the date of
termination equal to twelve (12) months of Employee's then current base salary,
(B) the principal and interest owed to the Company by Employee pursuant to the
loan made to Employee in January 1992 (the "Loan") shall be forgiven and the
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promissory note evidencing the Loan shall be canceled and (C) Employee shall be
retained as a consultant by the Company and receive consulting fees equal to
$18,000 per month for services performed for a period of six (6) months (the
"Consulting Period"). During the Consulting Period, Employee shall perform such
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services for the Company as may be reasonably requested from time to time by the
Board or the Chief Executive Officer of the Company. The terms of the
consulting arrangement shall be more fully described in the Consulting Agreement
between Employee and the Company substantially in the form attached hereto as
Exhibit A. Such consulting payments shall be made ratably over the Consulting
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Period according to the Company's standard payroll schedule and invoices
submitted by Employee for the consulting services. Employee will also be
entitled to receive payment on the date of
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termination of any bonus payable under Section 4(c). Employee shall also be
entitled to continue to participate during the Consulting Period in all of the
Company's health insurance benefits (e.g. medical, dental, optical, mental
health, life) in the same manner and with the same coverage provided to Employee
prior to the date of termination and in all other respects significantly
comparable to those in place immediately prior to such termination. Any unvested
stock options held by Employee as of the date of Employee's termination of
employment shall continue to vest through the end of the Consulting Period
according to the vesting schedule set forth in any agreement between Employee
and the Company governing the issuance to Employee of such securities.
(iii) Involuntary Termination Post Change of Control. If Employee's
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employment is terminated after a Change of Control (as defined below) has
occurred for any reason (including a Constructive Termination (as defined
below)) other than by reason of Employee's Voluntary Termination and other than
by reason of a Termination for Cause (an "Involuntary Termination"), Employee
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(A) will be paid a lump sum payment on the date of termination equal to twelve
(12) months of Employee's then current base salary, (B) the principal and
interest owed to the Company by Employee pursuant to the Loan shall be forgiven
and the promissory note evidencing the Loan shall be canceled and (C) Employee
shall be retained as a consultant by the Company and receive consulting fees
equal to $6,000 per month for services performed for a period of eighteen (18)
months (the "Consulting Period"). During the Consulting Period, Employee shall
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perform such services for the Company as may be reasonably requested from time
to time by the Board or the Chief Executive Officer of the Company. The terms
of the consulting arrangement shall be more fully described in the Consulting
Agreement between Employee and the Company substantially in the form attached
hereto as Exhibit A. Such consulting payments shall be made ratably over the
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Consulting Period according to the Company's standard payroll schedule and
invoices submitted by Employee for the consulting services. Employee will also
be entitled to receive payment on the date of termination of any bonus payable
under Section 4(c). Employee shall also be entitled to continue to participate
during the Consulting Period in all of the Company's health insurance benefits
(e.g. medical, dental, optical, mental health, life) in the same manner and with
the same coverage provided to Employee prior to the date of termination and in
all other respects significantly comparable to those in place immediately prior
to such termination. Any unvested stock options held by Employee as of the date
of Employee's termination of employment shall continue to vest through the end
of the Consulting Period according to the vesting schedule set forth in any
agreement between Employee and the Company governing the issuance to Employee of
such securities.
(iv) Involuntary Termination Pre Change of Control. If Employee's
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employment is terminated before a Change of Control has occurred for any reason
(including a Constructive Termination) other than by reason of Employee's
Voluntary Termination and other than by reason of a Termination for Cause,
Employee (A) will be paid a lump sum payment on the date of termination equal to
twelve (12) months of Employee's then current base salary, (B) the principal and
interest owed to the Company by Employee pursuant to the Loan shall be forgiven
and the promissory note evidencing the Loan shall be canceled and (C) Employee
shall be retained as a consultant by the Company and receive consulting fees
equal to $6,000 per month (up to an aggregate of $108,000 (the Aggregate
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Consulting Payment")) for
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services performed for a period of time equal to eighteen (18) months (the
"Consulting Period"); provided, however, that the Aggregate Consulting Payment
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shall be reduced on a dollar-for-dollar basis for each dollar Employee receives
during the Consulting Period from other employment and/or consulting sources in
excess of an aggregate of $214,500. To the extent Employee secures other
employment or consulting work during the Consulting Period that pays Employee
cash compensation in excess of an aggregate of $322,500, and as a result,
Employee's consulting fees from the Company are reduced to zero, Employee and
the Company shall either mutually agree to terminate Employee's consulting
relationship or negotiate an alternative consulting arrangement. During the
Consulting Period, Employee shall perform such services for the Company as may
be reasonably requested from time to time by the Board or the Chief Executive
Officer of the Company. The terms of the consulting arrangement shall be more
fully described in the Consulting Agreement between Employee and the Company
substantially in the form attached hereto as Exhibit A. Such consulting payments
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shall be made ratably over the Consulting Period according to the Company's
standard payroll schedule and invoices submitted by Employee for the consulting
services. Employee will also be entitled to receive payment on the date of
termination of any bonus payable under Section 4(c). Employee shall also be
entitled to continue to participate during the Consulting Period in all of the
Company's health insurance benefits (e.g. medical, dental, optical, mental
health, life) in the same manner and with the same coverage provided to Employee
prior to the date of termination and in all other respects significantly
comparable to those in place immediately prior to such termination. Any unvested
stock options held by Employee as of the date of Employee's termination of
employment shall continue to vest through the end of the Consulting Period
according to the vesting schedule set forth in any agreement between Employee
and the Company governing the issuance to Employee of such securities.
(v) Termination for Cause. If Employee's employment is
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terminated for Cause, then Employee shall not be entitled to receive payment of
any severance benefits. Employee will receive payment(s) for all salary and
unpaid vacation accrued as of the date of Employee's termination of employment
and Employee's benefits will be continued under the Company's then existing
benefit plans and policies in accordance with such plans and policies in effect
on the date of termination and in accordance with applicable law. In addition,
the principal and interest owed to the Company by Employee pursuant to the Loan
shall be forgiven and the promissory note evidencing the Loan shall be canceled.
6. Definitions.
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(a) "Cash Shortfall" shall mean a reduction in the Company's cash and
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cash equivalents to an amount less than that necessary to continue the Company's
operations for a period of three (3) months based on the Company's average
monthly "burn rate" for the six (6) months prior to the date hereof.
(b) "Cause" shall mean (i) Employee's dishonest or fraudulent
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conduct, deliberate attempt to do an injury to the Company, or Employee's
conduct that materially discredits the Company or is materially detrimental to
the reputation of the Company, including conviction of a felony; or (ii)
Employee's incurable material breach of any element of the
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Company's Confidential Information and Invention Assignment Agreement, including
without limitation, Employee's theft or other misappropriation of the Company's
proprietary information.
(c) "Change of Control" shall mean the acquisition of the Company by
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means of merger, reorganization or other transaction in which the stockholders
of the Company do not own a majority of the outstanding shares of the surviving
corporation or a sale of all or substantially all of the assets of the Company.
(d) "Constructive Termination" shall be deemed to occur if (A)(1)
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there is a material adverse change in Employee's position causing such position
to be of less stature or of less responsibility than President and Chief
Executive Officer, (2) a reduction of more than 10% of Employee's base
compensation unless in connection with similar decreases of other similarly
situated employees of the Company, or (3) Employee's refusal to relocate to a
facility or location more than fifty (50) miles from the Company's current
location; and (B) within the ninety (90) day period immediately following such
material change or reduction Employee elects to terminate his employment
voluntarily.
7. Confidentiality Agreement. Employee has signed a Confidential
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Information and Invention Assignment Agreement (the "Confidentiality Agreement")
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substantially in the form attached hereto as Exhibit B. Employee hereby
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represents and warrants to the Company that he has complied with all obligations
under the Confidentiality Agreement and agrees to continue to abide by the terms
of the Confidentiality Agreement and further agrees that the provisions of the
Confidentiality Agreement shall survive any termination of this Agreement or of
Employee's employment relationship with the Company.
8. Nonsolicitation Covenant. Employee hereby agrees that he shall
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not, during the term of his employment pursuant to this Agreement or the
Consulting Period, without the prior written consent of the Board, solicit or
influence or attempt to influence any person employed by the Company to
terminate or otherwise cease his or her employment with the Company or become an
employee of any competitor of the Company. This Section 8 is to be read in
conjunction with the Confidential Information and Invention Assignment Agreement
executed by Employee.
9. Conflicts. Employee represents that his performance of all the
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terms of this Agreement will not breach any other agreement to which Employee is
a party. Employee has not, and will not during the term of this Agreement,
enter into any oral or written agreement in conflict with any of the provisions
of this Agreement. Employee further represents that he is entering into or has
entered into an employment relationship with the Company of his own free will
and that he has not been solicited as an employee in any way by the Company.
10. Successors. Any successor to the Company (whether direct or
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indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company's business and/or assets
shall assume the obligations under this Agreement and agrees expressly to
perform the obligations under this Agreement and the Consulting Agreement in the
same manner and to the same extent as the Company would be required to
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perform such obligations in the absence of a succession. The terms of this
Agreement, the Consulting Agreement and all of Employee's rights hereunder and
thereunder shall inure to the benefit of, and be enforceable by, Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
11. Miscellaneous Provisions.
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(a) No Duty to Mitigate. Except as specifically provided in Section
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5(b)(iv) of this Agreement, Employee shall not be required to mitigate the
amount of any payment contemplated by this Agreement (whether by seeking new
employment or in any other manner), nor shall any such payment be reduced by any
earnings that Employee may receive from any other source.
(b) Amendments and Waivers. Any term of this Agreement may be
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amended or waived only with the written consent of the parties.
(c) Sole Agreement. This Agreement, including any Exhibits hereto,
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constitutes the sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.
(d) Notices. Any notice required or permitted by this Agreement
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shall be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by a nationally-recognized delivery service (such as Federal
Express or UPS), or forty-eight (48) hours after being deposited in the U.S.
mail as certified or registered mail with postage prepaid, if such notice is
addressed to the party to be notified at such party's address as set forth below
or as subsequently modified by written notice.
(e) Choice of Law. The validity, interpretation, construction and
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performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.
(f) Severability. If one or more provisions of this Agreement are
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held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.
(g) Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
(h) Arbitration. Any dispute or claim arising out of or in
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connection with this Agreement will be finally settled by binding arbitration in
San Jose, California in accordance with the rules of the American Arbitration
Association by one arbitrator appointed in accordance with said rules. The
arbitrator shall apply California law, without reference to rules of conflicts
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of law or rules of statutory arbitration, to the resolution of any dispute.
Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. Notwithstanding the foregoing, the parties may
apply to any court of competent jurisdiction for preliminary or interim
equitable relief, or to compel arbitration in accordance with this paragraph,
without breach of this arbitration provision. This Section 11(h) shall not apply
to the Confidentiality Agreement.
(i) ADVICE OF COUNSEL. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES
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THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK
THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
[Signature Page Follows]
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The parties have executed this Agreement the date first written above.
CELTRIX PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chairman
Address: 0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
XX. XXXXXXX XXXXXX
Signature: /s/ Xxxxxxx Xxxxxx
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Address: 000 XXXXXXXX XXXXX
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XXXXXXXX, XX 00000
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EXTENSION TO
EMPLOYMENT AGREEMENT
This Extension to Employment Agreement dated December 16, 1998 (this
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"Extension") is by and between Xx. Xxxxxxx Xxxxxx ("Employee") and Celtrix
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Pharmaceuticals, Inc. a Delaware corporation (the "Company"). Employee and the
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Company are also referred to herein below as the "Parties".
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WHEREAS, the Company and Employee entered into that certain Employment
Agreement dated as of January 7, 1997 (the "Agreement") pursuant to which the
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Parties agreed that Employee would serve as President and Chief Executive
Officer of the Company for an Original Term of two years;
WHEREAS, pursuant to Section 1 of the Agreement, the Parties have the right
to mutually agree to extend the Original Term for an additional year beyond the
end of the Original Term; and
WHEREAS, the Parties desire to extend the Original Term for one additional
year beyond the end of the Original Term;
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged and agreed, the Parties hereto agree as follows:
1. Definitions. Unless specifically designated otherwise, capitalized
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terms used herein shall have the same meanings given them in the Agreement.
2. Extension of Term. The Parties hereby agree that the Original Term of
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the Agreement shall be and hereby is extended for one additional year beyond the
end of the Original Term, which extended term shall end on January 7, 2000 (the
"Extended Term").
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3. Continuing Effect of Agreement. Except as specifically set forth
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herein, the terms and conditions contained in the Agreement shall continue in
full force and effect throughout the duration of the Extended Term.
4. Miscellaneous.
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4.1 Choice of Law. The validity, interpretation, construction and
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performance of this Extension shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.
4.2 Counterparts. This Extension may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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4.3 Severability. If one or more provisions of this Extension are
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held to be unenforceable under applicable law, portions of such provisions, or
such provisions in their entirety, to the extent necessary, shall be severed
from this Extension, and the balance of this Extension shall be enforceable in
accordance with its terms.
4.4 ADVICE OF COUNSEL. EACH PARTY TO THIS EXTENSION ACKNOWLEDGES
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THAT, IN EXECUTING THIS EXTENSION, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK
THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE
TERMS AND PROVISIONS OF THIS EXTENSION. THIS EXTENSION SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Extension as of the
date first written above.
CELTRIX PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Chairman
Address: 0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
XX. XXXXXXX XXXXXX
Signature: /s/ Xxxxxxx Xxxxxx
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Address: _______________________________
_______________________________
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CELTRIX PHARMACEUTICALS, INC.
EMPLOYMENT AGREEMENT
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Amendment and Extension
WHEREAS, Xx. Xxxxxxx Xxxxxx ("Employee") and Celtrix Pharmaceuticals, Inc.,
a Delaware corporation (the "Company") entered into an Employment Agreement
dated as of January 7, 1997 (the "Employment Agreement");
WHEREAS, the Employment Agreement provides, at Section 1, that its term
shall be for two years commencing January 7, 1997 and that the Employment
Agreement may be extended for an additional one year by written agreement of the
parties;
WHEREAS, by written agreement dated December 16, 1998, Employee and the
Company previously agreed to a one-year extension of the term of the Employment
Agreement, to January 7, 2000; and
WHEREAS, Employee and the Company now desire to amend the Employment
Agreement to permit additional one-year extensions and to agree to an additional
extension of the term of the Employment Agreement, to January 7, 2001;
THEREFORE, Employee and the Company agree as follows:
A. Section 1 of the Employment Agreement shall be amended in its entirety
to read as follows:
1. Term of the Agreement. This Agreement shall commence on the date
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hereof and shall have a term of two (2) years (the "Original Term"). This
Agreement may be extended additional one (1) year periods beyond the end of
the Original Term if the parties hereto mutually agree in writing to such
extension. Subject to the Company's severance payment obligations set
forth in Section 5 below, this Agreement may be terminated by either party,
with or without cause, on thirty (30) days' written notice to the other
party.
B. Pursuant to Section 1, as amended hereby, the term of the Employment
Agreement shall be extended to January 7, 2001.
DATED: 11/02/99
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CELTRIX PHARMACEUTICALS, INC. XX. XXXXXXX XXXXXX
By: /s/ Xxxxx X. Xxxxxx Signature: /s/ Xxxxxxx Xxxxxx
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Xxxxx X. Xxxxxx
Chairman of the Board
Address: 0000 Xxxxxxx Xxxxx, Xxxxx 000 Address: 0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
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