Exhibit 99.1
EXECUTION COPY
EMPLOYMENT AGREEMENT
This Agreement, made effective as of July 1, 2003, entered into by and
between CHRONIMED INC., a Minnesota corporation (the "Company"), and XXXXX X.
XXXXXXXXXXX (the "Employee").
WHEREAS, Employee is currently serving the Company as its Chairman,
Chief Executive Officer ("CEO") and President; and
WHEREAS, the Company desires to continue to employ the Employee as its
Chairman, CEO and President in accordance with the following terms, conditions
and provisions; and
WHEREAS, the Employee desires to perform such services for the Company,
all in accordance with the following terms, conditions and provisions; and
WHEREAS, at some time the Employee may contemplate retiring, with the
approval of the Company's Board of Directors (the "Board"), upon the completion
of his services under this Agreement, whether at the end of the term hereof or
at the end of or during any extension term hereof, and the parties wish to set
forth an agreement relating to such an approved retirement;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed as follows:
1. EMPLOYMENT AND DUTIES.
The Company hereby continues Employee's employment, and Employee hereby
accepts and agrees to serve the Company as the Company's CEO and President,
consistent with the job description for this position, and with duties subject
to review and modification from time to time at the direction of the Company's
Board. The Employee shall also function as Chairman of the Board, subject to
election by the Company's Board. The Employee shall remain a member of the
Company's Board of Directors, subject to election by the shareholders of the
Company. The Employee shall apply his best efforts and devote substantially all
of his working time and attention to the Company's affairs.
2. TERM.
The term of this Agreement and Employee's employment under this
Agreement shall commence on July 1, 2003, and shall continue thereafter for a
period of three years. Upon the expiration of the original term of this
Agreement, this Agreement shall automatically renew for successive two-year
terms, subject to termination as provided in Section 7.
During the term of this Agreement, including any extension term
thereof, the Employee or the Board may initiate discussions regarding Employee's
retirement from his position as President and CEO of the Company. When either
party wishes to discuss Employee's retirement, they shall provide sufficient
advance notice to the other party so as to accommodate both Employee's and the
Company's requirements for planning and transition. In any event, Employee shall
give the Board at least two years advance notice of a date on which Employee
would like to retire. In discussions regarding Employee's retirement, Employee
and the Board shall discuss and attempt to agree upon various matters relating
to Employee's retirement, including transition arrangements for the benefit of
Employee and the Company, consulting or other services, if any, from the
Employee after retirement, and the proposed date for Employees retirement. This
date shall be established so as to facilitate transition to a new President and
CEO at the Company. (Hereinafter, Employee's retirement that has been agreed
upon by the Board and Employee is referred to as the "Retirement", and the date
which has been agreed upon by the Company and Employee for his Retirement is
referred to as the "Retirement Date").
At Employee's Retirement on his Retirement Date, Employee shall resign
as Chairman of the Board, and also resign from the Board if requested by the
Board. Should Employee continue to serve on the Board after his Retirement Date,
Employee shall thereafter be treated as an outside director on the Board,
including for purposes of Board fees, options and other benefits paid to outside
directors. In addition, Employee shall serve as a consultant to the Company
during the Consulting Period, as defined in Section 16 below.
3. COMPENSATION.
The Company shall compensate the Employee for his services as an
employee hereunder at the following salary, bonus, and benefits:
A. Base Salary.
The Employee shall be paid a base salary of $415,000
per year, payable on the Company's normal payroll cycle. This
base salary is the minimum salary during the term of this
Agreement, and may be increased from time to time at the
discretion of the Board. Employee shall receive an annual
performance review, and, contingent upon satisfactory review
results, shall be eligible for increase of such base salary at
the direction of the Board.
B. Bonus.
The Employee shall continue to participate in a
Company Management Incentive Plan, as approved and amended by
the Board from time to time, and which is designed to deliver
an annual bonus consistent with current levels established for
this position by the Board. Employee shall periodically meet
with the Board to establish quantitative and qualitative
initiatives and objectives for the purpose of assessing the
amount of bonus to be paid to Employee at the end of the
associated bonus period. Target annual bonus for satisfactory
performance shall be 60% of base salary. Amount payable to be
determined by Board based on Company and personal performance
criteria established by the Board. Bonus payable may range
from 0% to 150% of target amount (i.e., maximum bonus shall be
90% of base salary), depending on actual performance.
C. Stock Options.
The Employee shall be eligible to participate in the
annual grant of the Company's Stock Option Plan, consistent
with its terms and conditions, and with amounts of options,
including exercise price and vesting provisions determined by
the Board from time to time. Provisions under this item 3C,
stock options, are also subject to the provisions found in
Section 7, under Termination of Agreement.
In the case of all options granted during the term of
this Agreement (including any extension terms), the options
shall include provisions that, if Employee and the Company
have agreed upon a Retirement Date, then (i) during the
Consulting Period the options shall continue to vest at the
same rate at which they were vesting during the period of
Employee's employment hereunder; and (ii) all such options
shall vest and become fully exercisable upon Employee's
completion of his consulting services at the end of the
Consulting Period.
D. Employee Benefits Plans.
The Employee shall be entitled to participate in any
and all Company employee benefit plans, in accordance with the
eligibility requirements and other terms and provisions of
such plan or plans.
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E. Insurance.
The Employee agrees that the Company, at the
discretion of its Board, may apply for and procure on its own
behalf, life insurance on the life of the Employee, for the
purpose of protecting the Company against loss caused by the
death of the Employee (commonly referred to as "Key"
insurance). Employee agrees to cooperate and submit to medical
examinations, and to execute or deliver any documentation
reasonably required by the Company's insurer in order to
effectuate such insurance.
4. VACATION AND TIME OFF.
The Employee shall be entitled to four weeks of paid vacation in each
year of employment under the terms of this Agreement, without reduction of
salary. Unused vacation time may be carried over to future years of employment,
consistent with Company policy affecting use by executive employees of employee
vacation time. In addition, Employee shall be entitled to such additional time
off from work, without loss of compensation, for attendance at professional
meetings, conventions, approved "other business activities", as per Section 14,
and educational courses in accordance with the Company's general policies in
this regard, and as from time to time determined by its Board.
5. EXPENSES.
The Company will reimburse Employee for reasonable expenses incurred by
the Employee in connection with the business of the Company, according to
policies promulgated from time to time by the Board, and upon presentation by
Employee of appropriate substantiation for such expenses. Further, the Company
will allow Employee to travel business class, by air, and reimburse Employee's
monthly dues for country club or private club membership. Also, the Company will
provide reimbursement for tax/financial planning assistance and preparation, up
to $5,000 per year, as well as for supplemental medical examinations. During the
term of this Agreement, Employee shall receive an automobile allowance of $1,000
per month.
6. DISABILITY.
For purposes of this Section 6, "Disability Leave of Absence" shall
mean the period during which Employee is disabled prior to termination of his
employment under the terms of this Agreement. The Company agrees that, if
Employee's employment is terminated during a Disability Leave of Absence,
Employee may continue to receive Employer's group insurance health plan coverage
by compliance with and as provided under the provisions of the Consolidated
Omnibus Budget Reconciliation Act ("COBRA").
For purposes of this Agreement, Employee shall be considered to be
totally disabled when he is considered to be as such by any insurance company
used by the Company to provide disability benefits for the Employee, and
Employee shall continue to be considered totally disabled until such insurance
company ceases to recognize him as totally disabled for purposes of disability
benefits. If no such disability policies are in effect for the benefit of the
Employee or for any reason an insurance company fails to make a determination of
the question of whether Employee is totally disabled, Employee shall be
considered to be totally disabled if, because of mental or physical illness or
other cause, he is unable to perform the majority of his usual duties on behalf
of the Company. The existence of a total disability of the Employee, the date it
commenced, and the date it ceases, shall be determined by the Board and the
Employee, under these circumstances. If the parties cannot agree on the
foregoing questions of disability, then any such determination shall be made
after examination of Employee by medical doctor selected by the Board, and a
medical doctor selected by the Employee. If the medical doctors so selected
cannot agree on the foregoing questions of disability, a third medical doctor
shall be selected by the two and the opinion of a majority of all three shall be
binding.
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7. TERMINATION.
A. The employment of Employee by the Company under this Agreement
shall terminate upon the occurrence of any of the following:
1. Mutual agreement, in writing, of the parties to
terminate.
2. Employee's death.
3. Upon the expiration of the initial or any renewal
term of this Agreement, following written notice at
least 90 days prior to the date on which renewal
would otherwise occur, by one party to the other
indicating such party's intention not to renew.
4. At the Company's option, if Employee shall be totally
disabled, as defined above for a continuous period in
excess of nine months. The Company's option to
terminate in such event shall be exercised upon at
least 30 days prior written notice to Employee.
5. Termination by the Company for cause. For purposes
of this provision of this Agreement, "cause" shall be
defined as:
a. Willful failure of the Employee to
substantially perform any duties reasonably
required by the Company that are consistent
with Employee's position (except as a result
of any disabling injury, for which Employee
has been receiving benefits under a short
term or long term disability program), and
which is not remedied promptly by Employee
after receipt of written notice to Employee
of such failure from the Company; or
b. The commission by Employee of any act of
fraud or dishonesty which has a direct,
substantial and adverse affect on the
Company, and which is related to or in
connection with his Employment by the
Company; or
c. The commission by Employee of any criminal
act which is punishable by a sentence
exceeding 90 days; or
d. Employee materially breaches Employee's
other covenants contained in this Agreement,
and fails to cure such breach promptly after
written notice thereof to Employee from the
Company.
6. Termination by Employee with Good Reason. "Good
Reason" includes any of the following:
a. Company's assignment to Employee of duties
inconsistent with Employee's position;
b. Other action by the Company that results in
the material diminution of Employee's
position, authority, duties or
responsibilities;
c. Breach of this Employment Agreement by the
Company (including, but not limited to,
reduction in Employee's salary, bonus,
long-term compensation, retirement benefits
or welfare benefits);
d. Requirement that Employee maintain his home
or principal place of business outside the
Minneapolis/St. Xxxx metropolitan area;
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e. Requirement that Employee travel on business
to a substantially greater extent than he
has in the past twelve (12) months;
f. Failure to assign this Employment Agreement
to a successor employer.
B. Termination Payments.
1. In the event that (i) Employee's employment with the
Company is terminated without cause, or (ii) Employee
terminates for Good Reason, or (iii) the Company
delivers notice of non-renewal of this Agreement for
any renewal term, then:
a. Employee shall receive regular pay through
date of termination, including pro-rated
bonus earned for the partial year, if any.
b. Employee shall receive payment equal to
twenty-four (24) months of Employee's then
current annualized salary; payable monthly,
plus an annual amount equal to the average
of any bonus or incentive compensation paid
or payable for the most recent two full
years payable monthly; and all unvested
stock options held by Employee shall
immediately vest.
c. Employee shall be entitled to continue
participation in the healthcare coverage,
life insurance and general employee benefit
plans of the Company. The Company shall for
two years following the effective date of
the termination under this Section 7.B., or
until Employee becomes eligible for such
insurance coverages with another employer,
continue to provide such coverage for
Employee and his dependents to the same
extent and cost the Company is then
providing for other employees with
comparable coverage during this two year
period.
2. Termination by Company Without Cause or by Employee
With Good Reason--Within Two Years After a Change in
Control. For purposes of this provision, a change in
control will be defined as follows:
a. When, subsequent to the effective date of
this Agreement, any "person" as defined in
Section 3(a)(9) of the Securities Exchange
Act as used in sections 13(d) and 14(d)
thereof, including a "group" as defined in
Section 13(d) of the Securities Exchange
Act, but excluding the Company or any
subsidiary or parent or any employee benefit
plan sponsored or maintained by the Company
or any subsidiary or parent (including any
trustee of such plan acting as trustee),
directly or indirectly, becomes the
"beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act, as
amended from time to time), of securities of
the Company representing greater than 50
(fifty) percent of the combined voting power
of the Company's then outstanding
securities; or
b. When, subsequent to the effective date of
this agreement, the individuals who, at the
beginning of such period, constitute the
Board ("Incumbent Directors") cease for any
reason other than death to constitute at
least a majority thereof; provided however
that a Director who was not a Director at
the beginning of this period will be deemed
to have satisfied the definition of
"Incumbent Director" if such Director was
elected by, or with the approval of, at
least 60% (sixty percent) of the Directors
who then qualified as Incumbent Directors;
or
c. Any sale, lease, exchange or other transfer
(in one transaction or a series of related
transactions) of all or substantially all of
the assets of the Company or the approval by
the shareholders of the Company of any such
transaction, whichever first occurs, or the
adoption of any plan or proposal for the
liquidation or dissolution of the Company.
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If, contemporaneously with any such change in
control, or during a two year period subsequent to a
change in control, Employee is terminated without
cause, or Employee terminates for Good Reason, the
Company shall (i) pay Employee regular pay through
the date of termination, including pro-rated bonus
for partial year; (ii) pay Employee a lump sum
payment equal to (A) 36 months of Employee's then
current annualized salary, plus (B) the aggregate
annual bonus compensation paid for preceding three
full years or three times the target bonus for the
year of termination, whichever is greater; (iii) vest
all outstanding stock options; and (iv) provide
continued participation in medical, dental, life and
disability insurance benefits at same premium cost in
effect for active employees for two years.
3. Termination by Company With Cause. Upon termination
of the Employee by the Company with cause, regular
pay will continue through the date of termination,
including pro-rated bonus for the partial year.
4. Termination by Employee Without Good Reason. Upon
termination by the Employee without good reason,
regular pay will continue through the date of
termination, including pro-rated bonus for the
partial year.
5. Termination by reason of death or disability. Upon
termination due to Employee's death, or upon
termination by the Company under Section 7.A.4. due
to Employee's disability, then:
a. Employee (or his designated beneficiaries in
the case of death) shall receive regular pay
through the date of termination, including
pro-rated bonus earned for the partial year,
if any.
b. Employee (or his designated beneficiaries in
the case of death) shall receive termination
payments in the amount of one year base
salary.
c. All unvested stock options held by Employee
shall immediately vest.
d. Employee (or his dependents, in the case of
death) may continue to receive insurance
coverage under the provisions of COBRA for
the period of time prescribed thereby, upon
payment of the cost thereof.
8. PAYMENT OF "PARACHUTE" TAX.
Company agrees to pay to Employee an amount sufficient (after taking
into account any such tax on such payment) to restore the full amount payable
under the other terms of this Employment Agreement, after application of excise
tax on excess Parachute payments within the meaning of Code Section 280(g),
including the excise tax, penalties and interest.
9. HEALTH BENEFITS AFTER RETIREMENT.
Commencing upon Employee's Retirement, for a period of 24 months, the
Company shall pay Employee each month an amount equal to $833.33 indexed to
adjust for inflation on an annual basis each July 1, with July 1, 2003 as the
base date. These amounts may be used by Employee to purchase an individual
health insurance policy or policies for himself and his spouse or other
dependents, and to pay for other health and medical benefits.
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10. OUTPLACEMENT ASSISTANCE.
Upon termination of employment without cause, with Good Reason by
Employee, or after a change-in-control as provided above, the Company will pay
for outplacement assistance to assist Employee in job transition process. The
Company will select the service provider to be used for this purpose.
11. PAYMENT OF LEGAL FEES.
Subject to a total expenditure of up to $15,000 maximum, the Company
agrees to pay all reasonable legal fees incurred by Employee in connection with
the drafting and negotiation of this Employment Agreement and any amendments
thereto.
12. COVENANT NOT TO COMPETE.
For purposes of this Section 12, the "Termination Date" will mean the
date of Employee's termination of employment under this Agreement, except that
if Employee performs consulting services pursuant to Section 16 hereof, then, in
such event, the "Termination Date" shall mean the last day of the Consulting
Period.
Employee hereby covenants and agrees that during the initial and any
renewal term of employment under this Agreement, during the Consulting Period,
if applicable, and for a period of one year following the Termination Date (the
"Term"), Employee shall not be engaged within the United States, either directly
or indirectly, in any manner or capacity, whether as an advisor, principal,
agent, partner, officer, director, employee, member of an association, or
otherwise, in any business or activity which is competitive with the business
being conducted by the Company or its subsidiaries or affiliates on the
Termination Date (a "Competitive Business"), or own beneficially or of record,
-five percent or more of the outstanding stock of any class of equity securities
in any corporation, other business entity or business engaged in a Competitive
Business.
In addition, during the Term, Employee shall not solicit, directly or
indirectly, any then current employee of the Company for employment or
engagement in any capacity outside of the Company, its subsidiaries or
affiliates, or solicit any customers of the Company to change or reduce in any
way the amount of business that they do with the Company or to do business with
a competitor of the Company, its subsidiaries or affiliates.
At the option of the Board, the Company may choose to extend the Term
for a period of up to an additional twelve months. In consideration for such
election, the Company agrees to make payment to the Employee for such extension
the annualized salary and bonus equal to that in effect at the time of
termination of Employee's employment.
If Employee should breach the foregoing covenants, the Company may seek
injunctive relief to enforce the covenants as well as remedies at law. In
addition, all payments described in Xxxxxxx 0, Xxxxxxxxxxx, all payments for
health benefits pursuant to Section 9 and all payments for Consulting Services
pursuant to Section 16 shall cease. In addition the remaining unexercised stock
options shall immediately be cancelled and the benefit plan provisions described
in Section 7, Termination, shall be immediately discontinued except to the
extent required by the provisions of COBRA.
13. CONFIDENTIALITY.
Employee will, in the course of his employment with the Company and in
the course of the provision of any consulting services to the Company during the
Consulting Period, if applicable, have access to confidential and proprietary
data or information belonging to the Company. Employee will not at any time
divulge or communicate to any person (other than to a person bound by
confidentiality obligations to the Company similar to those contained in this
Agreement) or use to the detriment of the Company, or for the benefit of any
other person such data or information. The provisions of this section shall
survive Employee's employment hereunder regardless of the cause of termination
of employment or this Agreement. The phrase "confidential or proprietary data or
information" shall mean information not generally available to the public,
including, but not limited to, personnel information, financial
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information, customer lists, supplier lists, trade secrets, secret processes,
computer data and programs, pricing, marketing and advertising data. Employee
acknowledges and agrees that any confidential or proprietary information that
Employee has already acquired was in fact received in confidence in Employee's
fiduciary capacity with respect to the Company.
All written materials, records and documents made by Employer or coming
into Employee's possession during the term of employment or during the provision
of consulting services by Employee in the course of providing such services,
concerning any product, processes, information or services used, developed,
investigated or considered by the Company, or otherwise concerning the business
or affairs of the Company, shall be the sole property of the Company and upon
termination of Employee's employment for any reason, or upon request of the
Board during Employee's employment, Employee shall promptly deliver the same to
the Company. In addition, upon termination of Employee's employment for any
reason, or upon request of the Board during Employee's employment, Employee
shall deliver to the Company all of the property of the Company in Employee's
possession or under Employee's control, including, but not limited to, financial
statements, marketing and sales data, computers, and Company credit cards.
14. OTHER BUSINESS ACTIVITIES.
Employee shall not serve as an officer of another company, whether for
compensation or otherwise, requiring more than nominal duties by the Employee,
during the term of his employment under this Agreement without the express prior
written consent of the Board. During the term of his employment under this
Agreement, Employee may not serve as a Director of any other organizations
without express prior written approval by the Board, such approval not to be
unreasonably withheld. In any event, the activities of Employee specified on
Exhibit A attached hereto are hereby deemed to be approved and consented to.
15. INVENTIONS AND PATENTS.
During the period of his employment hereunder, Employee agrees to
assign all rights, ownership and related privileges and benefits associated with
inventions and patents to the Company. Employee agrees that any inventions or
patents obtained in association with ideas or concepts initiated by Employee
during his employment hereunder related to the Company's business are deemed to
be Company property. This includes but is not limited to product ideas, changes
or improvements; process ideas, changes or improvements; pertinent intellectual
property, or other pertinent information.
NOTICE: Minnesota law exempts from this Agreement "an invention for
which no equipment, supplies, facility or trade secret information of the
employer was used and which was developed entirely on the Employee's own time,
and (1) which does not relate (a) directly to the business of the employer or
(b) to the employer's actual or demonstrably anticipated research or
development, or (2) which does not result from any work performed by the
Employee for the employer."
16. CONSULTING SERVICES.
During the two-year period commencing upon Employee's Retirement Date
(the "Consulting Period"), the Employee shall provide consulting services to the
Company and to the Board on an as needed basis, subject to the other provisions
of this section. Employee shall render such services as an independent
contractor and not as an employee. While serving as a consultant, Employee shall
not have any authority to bind or act on behalf of the Company or any of its
subsidiaries.
Employee shall render such consulting services to the Company or the
Board in connection with the business of the Company and its subsidiaries as the
Company or the Board from time to time requests. However, Consultant shall not
be required to provide consulting services more than five business days per
calendar month (pro-rated in the case of partial months). In general, such
services may be provided telephonically or by other off-site means, provided
that the Company may require that the Employee provide up to three (3) days of
such services per month at the Company's premises. The provision of consulting
services by Employee shall be scheduled on a reasonable basis by Employee and
the Company. In this connection, the Company acknowledges that during the
Consulting Period the Employee may have other obligations and commitments.
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In consideration of Employee's provision of consulting services during
the Consulting Period, the Company shall pay the Employee, for each year
included in the Consulting Period an amount equal to one-half of the annual base
salary payable to Employee in the year of his Retirement. Said amount shall be
payable in monthly installments or in accordance with the Company's normal
payroll cycle, as determined by the Company. In addition, at the end of the
first year in the Consulting Period, the Company shall pay to Employee an amount
equal to the average of the last two full year bonuses paid to Employee with
respect to his employment prior to the Retirement Date, multiplied by one-half.
In addition, the Company shall continue to provide all the benefits which were
provided to Employee during the last year of his employment, subject to the
understandings that (i) such benefits may be changed in a manner consistent with
changes the Company makes to its benefits in general, (ii) in lieu of providing
health coverage, the Company will make the payments described in Section 9
hereof, and (iii) no stock options will be granted to Employee in return for his
consulting services (it being understood that Employee may receive options if he
continues to serve as a director of the Company, for his services in that
capacity). In addition, the Company shall reimburse the Employee for reasonable
expenses incurred by him in the course of performing the consulting services
subject to the Company's reasonable requirements with respect to reporting and
documentation of such expenses. The compensation provided hereunder shall be
payable to Employee regardless of whether or not the Company requires consulting
services from Employee during any particular month.
17. ARBITRATION/DISPUTE RESOLUTION.
The Company and the Employee agree that prior to commencing any legal
action arising out of a dispute over provisions in this Agreement, the parties
shall first negotiate for a period of not less than 30 days in an effort to
resolve the dispute. If these efforts are not successful, then the parties shall
submit to non-binding mediation conducted by an independent third-party mediator
in an effort to resolve the dispute, provided that such mediation must be
completed with in 60 days after the date on which it commences. Thereafter, if
the dispute remains unresolved, either party may commence legal action to
resolve the dispute, it being understood that, if mutually agreed, the parties
may instead elect to submit the dispute to binding arbitration.
18. COOPERATION IN CLAIMS.
Both during employment and post employment, Employee agrees that in the
event of a legal action against the Company, or legal action initiated by the
Company against another party, in which Employee is deemed by the Company to be
a material witness or affiant, Employee agrees to make reasonable and best
efforts to cooperate with the Company in such matters. If Employee is no longer
employed, Company will reimburse Employee for time and expenses incurred as a
result of cooperation for this purpose.
19. INDEMNIFICATION.
During and after termination of Employee's employment under this
Employment Agreement, the Company shall indemnify and hold harmless the Employee
from liability incurred as a result of performance of his duties as an Officer
and member of the Board, and as a consultant, if applicable, to the fullest
extent permitted under Minnesota law. In addition the Company shall use
reasonable efforts to secure coverage for Employee under appropriate D&O
insurance policies, to the extent available at reasonable cost with appropriate
coverage.
20. NOTICES.
All notices, requests, demands and other communications provided for by
this Agreement shall be in writing and shall be deemed to have been given when
mailed at any general or branch United States Post Office enclosed in a
certified postpaid envelope, return receipt requested, and addressed to the
address of the respective party stated below or to such changed address as the
party may have fixed by notice:
If to the Employee:
Xxxxx X. Xxxxxxxxxxx
000 Xxxx Xxxx Xxxxx
Xxxxxxx Xxxxxxx, XX 00000
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If to the Company:
General Counsel
Chronimed Inc.
00000 Xxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Any notice of change of address shall only be effective, however, when
received.
21. SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the benefit of, and be binding upon, the
Company, its successors and assigns, including, without limitation, any
corporation which may acquire all or substantially all of the Company's assets
and business or into which the Company may be consolidated or merged, and the
Employee, his heirs, executors, administrators and legal representatives. The
Employee may assign his right to payment, but not his obligations, under this
Agreement.
22. APPLICABLE LAW.
This Agreement shall be governed, enforced and construed under the laws
of the State of Minnesota.
23. OTHER AGREEMENTS.
This Agreement supersedes all prior understandings and agreements
between the parties. It may not be amended orally, but only by a writing signed
by the parties hereto.
24. NON-WAIVER.
No delay or failure by either party in exercising any right under this
Agreement, and no partial or single exercise of that right, shall constitute a
waiver of that or any other right.
25. HEADINGS.
Headings in this Agreement are for convenience only and shall not be
used to interpret or construe its provisions.
26. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
CHRONIMED INC.
By /S/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Its General Counsel and Secretary
AND /S/ Xxxxxxx X. Xxxxx
---------------------------------------
Its Chairman, Compensation Committee
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EMPLOYEE
/S/ Xxxxx X. Xxxxxxxxxxx
---------------------------------------------
Xxxxx X. Xxxxxxxxxxx
EXHIBIT A
Permitted Activities
1. Serving on the Board of Ligand, Inc.
2. Serving on the Board of Opportunity Partners.
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