August 19, 1998
X. Xxxxxx Xxxxxx, Ph.D.
0 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxx:
CYTOGEN Corporation is pleased to offer you the position of
President and Chief Executive Officer.
This employment agreement will remain in force for an 18-
month period following your date of hire. It is renewable
for subsequent 12 month periods, with a 90-day written
notice period preceding each renewal date for the Company to
specify its intentions regarding the renewal of the
agreement.
In this position, your annual salary will be $275,000,
effective on your date of hire, August 24, 1998. You will
be eligible to participate in the CYTOGEN bonus plan as
approved by the Board of Directors for each performance
year. Your targeted bonus opportunity for 1998 will be
$50,000, depending on the level of achievement of
performance objectives. The target bonus opportunity for
subsequent years will be approximately 35% of base salary,
also depending on the achievement of performance objectives.
You will also be granted a sign-on bonus in the amount of
$50,000, less taxes, payable upon commencement of
employment.
As discussed, you have been granted options to purchase
2,250,000 shares of CYTOGEN Common Stock, conditioned on
your commencement of employment. The option vesting periods
will begin on the following schedule of milestones to be
achieved, with each tranche to vest in equal annual
increments over a three year period from the date of the
achievement of the related milestones:
- 900,000 shares upon hire
- 450,000 shares upon completion of a CYTOGEN Business
Plan, to the satisfaction of the Board of Directors
- 450,000 shares upon the completion of securing adequate
financing for CYTOGEN and staffing the senior executive
positions to the satisfaction of the Board of Directors,
each in accordance with the Business Plan.
- 450,000 shares upon the achievement of CYTOGEN's
profitability, which is defined as the first calendar
quarter where the Company shows an "operating profit" as
reported in the CYTOGEN's Exchange Act Reports.
Xx. X. Xxxxxx
August 19, 1998
Page 2
The exercise price for these stock options will be the
market price (the average of the low and high prices) of
CYTOGEN Corporation stock on August 18, 1998, $1.0937.
A copy of your Option Agreement, evidencing these and other
terms of your option grants, will be provided to you during
your first week of employment.
In the event your employment is terminated by the Company
for reasons other than Cause, you shall receive twelve
months of base pay and group medical and dental insurance.
You will also receive base pay, benefits and bonus for any
remaining months (if applicable) of the employment
agreement. The base pay shall be payable, at the sole
discretion of the Company, in monthly or bi-weekly
installments, or in a lump sum. You will also be entitled to
receive, on a pro rata basis, such portion of a short term
incentive award as earned based on performance, if any,
through the date of termination. The final decision
regarding the amount of such bonus payment will be
determined by the Board of Directors.
"Cause" shall mean material refusal or failure to perform
and discharge duties and responsibilities to the Company in
accordance with the terms of your employment, or willful
action or inaction that is materially inconsistent with the
terms of your employment; or material breach of your
fiduciary duties as an officer of the Company or any
subsidiary or affiliate of the Company; or conviction of a
felony; or conviction of any other crime involving personal
dishonestly or moral turpitude.
As a CYTOGEN employee, you are entitled to comprehensive
medical, dental, life, AD&D, long-term disability, and
travel and accident coverage. Dependent medical and dental
coverage is also available. Employees contribute 20%
towards the cost of the premiums for medical and dental
benefits. This amount is deducted through payroll on a pre-
tax basis. The insurance benefit package becomes effective
on the first day of your date of employment. Your vacation
benefit will be 4 weeks per year, in accordance with the
accrual schedule of the Company. You will also be eligible
to participate in the Cytogen Retirement Investment Savings
Plan.
The Company will pay you a monthly car allowance of $750.00.
Other benefits may apply as defined by the Company executive
benefits program.
These benefits, as with all benefits programs, are subject
to change at the discretion of the Board of Directors.
You will also have the option to relocate, in accordance
with the CYTOGEN Corporation Relocation Policy, within two
years from your date of hire.
Xx. X. Xxxxxx
August 19, 1998
Page 3
Enclosed you will find a variety of new hire documents for
you to review and complete prior to your employment date.
Federal law requires the completion of the enclosed I-9 form
and our examination of original documentation from either
list A or from both lists B and C. Please bring this
necessary supporting documentation, as well as the new
hire paperwork, with you when you commence employment.
You will be required to schedule a pre-employment drug
screen. Please contact Xxxx Xxxxxxx, Director, Human
Resources at 000-000-0000 to set up a mutually agreeable
time for your appointment
This offer of employment is contingent on the results of the
drug screening test and verification of your references and
academic credentials.
Please indicate your acceptance of this offer letter by
signing below and returning the original to me.
We look forward to your joining CYTOGEN and leading the
organization forward.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chairman
cc: Xx. Xxxxxxx
Xx. Xxxxxxx
Xx. Xxxxx
Xx. Xxxxxxxxxxx
Xx. Xxxxxxx
ACCEPTED AND AGREED TO THIS 20th DAY OF August, 1998
---- ------
BY: /s/ X Xxxxxx Xxxxxx, Ph.D.
-----------------------------------------
X. Xxxxxx Xxxxxx, Ph.D.
