Exhibit 10(uu)
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT BETWEEN SIGA
PHARMACEUTICALS, INC. AND XXXXXX X. XXXXX DATED JANUARY 1,1998
Paragraph 1 of the above Agreement, as amended on October 18, 1999, shall be
deleted in its entirety and replaced with the following:
1. Employment for Term. The Corporation hereby employs Xxxxx and Xxxxx hereby
accepts employment with the Corporation for the period beginning on the date of
this Agreement and ending on December 31, 2002 (the "Initial Term"), or upon the
earlier termination of the Term pursuant to Section 7. The foregoing
notwithstanding, Corporation shall have the right to terminate Xxxxx'x
employment under this Agreement upon 180 days written notice and such
termination will be treated as Termination with Cause pursuant to Section 8 of
this Agreement. The termination of Xxxxx'x employment under this Agreement shall
end the Term but shall not terminate Xxxxx'x or the Corporation's other
agreements in this Agreement, except as otherwise provided in this Agreement.
Paragraph 3 shall be deleted in its entirety and replaced with the following:
3. Position and Duties. During the Term, Xxxxx shall serve as the Chief
Scientific Officer of SIGA Research Laboratories, the Corporation's
biotechnology division. During the Term, Xxxxx shall also hold such
additional positions and titles as the Board of Directors of the
Corporation (the "Board") may determine from time to time. During the
Term, Xxxxx shall devote his full time and efforts to his duties as an
employee of the Corporation (aside from his commitment to Oregon State
University to oversee research funded by, or of interest to, the
Corporation).
Section 4 shall be deleted in its entirety and replaced with the following:
4.
(a) Base Salary. The Corporation shall pay Xxxxx a base salary,
beginning June 12, 2000, of $180,000, payable at least monthly on
the Corporation's regular pay cycle for professional employees.
(b) Stock Options. Pursuant to the Corporation's stock option plan, the
Corporation shall grant to Xxxxx options to purchase 125,000 shares
of the Corporation's Common Stock at an exercise price of $2.00 per
share. The options shall vest as follows: 25,000 shares on December
31, 2000; 25,000 shares on June 30, 2001; 25,000 shares on December
31, 2001; 25,000 shares on June 30, 2002, and 25,000 shares on
December 31, 2002. In the event of a sale or merger of SIGA Research
Laboratories or in the event of a change in ownership of greater
than fifty percent (50%) of the Corporation's outstanding voting
stock or any transaction described in Section 10(b), all unvested
stock options issued pursuant to this agreement shall immediately
vest.
(c) Lock-up. All shares issued pursuant to the above grant of 125,000
options shall be subject to a lock-up agreement and Xxxxx will not
be permitted to sell any such shares until six months after his
employment with the Corporation ends. Beginning six months after
Xxxxx'x employment with the Corporation ends, the shares will be
released from the lock-up at a rate of 12,500 shares per month.
(d) Additional Compensation. Xxxxx shall receive an annual cash bonus
equal to one percent (1.0 %) of all net revenues generated in a
given year by Xxxxx and the employees of SIGA Research Laboratories.
The bonus shall be paid on December 1 of each year of employment.
Net revenues shall include all research grants, research support
from other companies received by SIGA Research Laboratories and
milestone payments received pursuant to license or sub-license
agreements. Net revenues shall not include expense reimbursements
(e.g. for patent expenses), royalties on product sales pursuant to a
sublicense or revenues from direct product sales by the Corporation.
Payments by SIGA to third parties (e.g. universities) for additional
research and development of the technologies that are the subject of
the funding shall be deducted from gross revenues in calculating net
revenues.
Notices to the Corporation, as described in Section 13, shall be sent to:
SIGA Technologies, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxxxx X. Xxxxxx
With a copy to:
Camhy Xxxxxxxxx & Xxxxx LLP
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Fax: 000-000-0000
Attention: Xxxxxxx Xxxxxxx, Esq.
AGREED AND ACCEPTED:
SIGA TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx Date: 6/16/2000
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Xxxxxx X. Xxxxxx
Its: Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxx Date: June 13, 2000
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Xxxxxx X. Xxxxx
