EXHIBIT 10(l)
[EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇]
EMPLOYMENT AGREEMENT
Employment Agreement effective as of April 1, 1997 between SIGA
PHARMACEUTICALS, INC., a Delaware corporation (with its successors and assigns,
referred to as the "Corporation"), and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ (referred to as
"▇▇▇▇▇").
PRELIMINARY STATEMENT
The Corporation desires to employ ▇▇▇▇▇, and ▇▇▇▇▇ wishes to be employed by
the Corporation, upon the terms and subject to the conditions set forth in this
Agreement. The Corporation and ▇▇▇▇▇ also wish to enter into the other
agreements set forth in this Agreement, all of which are related to ▇▇▇▇▇'▇
employment under this Agreement.
AGREEMENT
▇▇▇▇▇ and the Corporation therefore agree as follows:
1. EMPLOYMENT FOR TERM. The Corporation hereby employs ▇▇▇▇▇ and ▇▇▇▇▇
hereby accepts employment with the Corporation for the period beginning on the
date of this Agreement and ending on April 1, 1998 (the "Initial Term), or upon
the earlier termination of the Term pursuant to Section 6. This Agreement
shall be automatically renewed for additional one-year periods (the "Renewal
Terms;" together with the Initial Term, the "Term") unless either party notifies
the other in writing of its intention not to so renew this Agreement no less
than 60 days prior to the expiration of the Initial Term or a Renewal Term. The
termination of ▇▇▇▇▇'▇ employment under this Agreement shall end the Term but
shall not terminate ▇▇▇▇▇'▇ or the Corporation's other agreements in this
Agreement.
2. POSITION AND DUTIES. During the Term, ▇▇▇▇▇ shall serve as the Vice
President of Research of the Corporation. During the Term, ▇▇▇▇▇ 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,
▇▇▇▇▇ shall devote his best efforts to his duties as an employee of the
Corporation.
3. COMPENSATION.
(a) BASE SALARY AND STOCK. The Corporation shall pay ▇▇▇▇▇ a base
salary, beginning on the first day of the Term and ending on the last day of the
Term, of not less than $85,000 per annum, 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 ▇▇▇▇▇ 10,000 options to purchase 10,000 shares of
the Corporation's Common Stock at an exercise price equal to the initial public
offering price ("IPO Price") of the Common Stock of the Corporation. The
options shall vest on a pro rata basis on the first, second, third and fourth
anniversaries of this Agreement.
(c) OTHER AND ADDITIONAL COMPENSATION. Section 3 and (b)
establishes the minimum compensation during the Term and shall not preclude the
Board from awarding ▇▇▇▇▇ a higher salary or any bonuses or stock options in the
discretion of the Board during the Term at any time.
4. EMPLOYEE BENEFITS. During the Term, ▇▇▇▇▇ shall be entitled to the
employee benefits, including vacation, health and other insurance benefits made
available by the Corporation to any other employee of the Corporation.
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5. EXPENSES. The Corporation shall reimburse ▇▇▇▇▇ for actual out-of-
pocket expenses incurred by him in the performance of his services for the
Corporation upon the receipt of appropriate documentation of such expenses.
6. TERMINATION.
(a) GENERAL. The Term shall end immediately upon ▇▇▇▇▇'▇ death. The
Term may also end for Cause or Disability, as defined in Section 7.
(b) NOTICE OF TERMINATION. Promptly after it ends the Term, the
Corporation shall give ▇▇▇▇▇ notice of the termination, including a statement of
whether the termination was for Cause or Disability (as defined in Section 7
and 7(b) below). The Corporation's failure to give notice under this Section 6
shall not, however, affect the validity of the Corporation's termination of the
Term.
7. SEVERANCE BENEFITS.
(a) "CAUSE" DEFINED. "Cause" means 1. willful malfeasance or willful
misconduct by ▇▇▇▇▇ in connection with his employment; 2. ▇▇▇▇▇'▇ gross
negligence in performing any of his duties under this Agreement; 3. ▇▇▇▇▇'▇
conviction of, or entry of a plea of guilty to, or entry of a plea of nolo
contendere with respect to, any crime other than a traffic violation or
infraction which is a misdemeanor; 4. ▇▇▇▇▇'▇ material breach of any written
policy applicable to all employees adopted by the Corporation; or 5. material
breach by ▇▇▇▇▇ of any of his agreements in this Agreement.
(b) DISABILITY DEFINED. "Disability" shall mean ▇▇▇▇▇'▇ incapacity due
to physical or mental illness that results in his being unable to substantially
perform his duties hereunder for six consecutive months (or for six months out
of any nine month period). During a period of Disability, ▇▇▇▇▇ shall continue
to receive his base salary hereunder, provided that if the Corporation provides
▇▇▇▇▇ with disability insurance coverage, payments of ▇▇▇▇▇'▇ base salary shall
be reduced by the amount of any disability insurance payments received by ▇▇▇▇▇
due to such coverage. The Corporation shall give ▇▇▇▇▇ written notice of
termination which shall take effect thirty (30) days after the date it is sent
to ▇▇▇▇▇ unless ▇▇▇▇▇ shall have returned to the performance of his duties
hereunder during such thirty (30) day period (whereupon such notice shall become
void).
(c) TERMINATION. If the Corporation ends the Term for Cause or
Disability, or if ▇▇▇▇▇ resigns as an employee of the Corporation, or if ▇▇▇▇▇
dies, then the Corporation shall have no obligation to pay ▇▇▇▇▇ any amount,
whether for salary, benefits, bonuses, or other compensation or expense
reimbursements of any kind, accruing after the end of the Term, and such rights
shall, except as otherwise required by law, be forfeited immediately upon the
end of the Term.
8. CONFIDENTIALITY, OWNERSHIP, AND COVENANTS.
(a) "CORPORATION INFORMATION" AND "INVENTIONS" DEFINED. "CORPORATION
INFORMATION" means all information, knowledge or data of or pertaining to (i)
the Corporation, its employees and all work undertaken on behalf of the
Corporation, and (ii) any other person, firm, corporation or business
organization with which the Corporation may do business during the Term, that is
not in the public domain (and whether relating to methods, processes,
techniques, discoveries, pricing, marketing or any other matters). "INVENTIONS"
collectively refers to any and all inventions, trade secrets, ideas, processes,
formulas, source and object codes, data, programs, other works of authorship,
know-how, improvements, research, discoveries, developments, designs, and
techniques regarding any of the foregoing.
(b) CONFIDENTIALITY. (i) ▇▇▇▇▇ hereby recognizes that the value of
all trade secrets and other proprietary data and all other information of the
Corporation not in the public domain disclosed by the
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Corporation in the course of his employment with the Corporation is attributable
substantially to the fact that such confidential information is maintained by
the Corporation in strict confidentiality and secrecy and would be unavailable
to others without the expenditure of substantial time, effort or money. ▇▇▇▇▇
therefore, except as provided in the next two sentences, covenants and agrees
that all Corporation Information shall be kept secret and confidential at all
times during and after the end of the Term and shall not be used or divulged by
him outside the scope of his employment as contemplated by this Agreement,
except as the Corporation may otherwise expressly authorize by action of the
Board. In the event that ▇▇▇▇▇ is requested in a judicial, administrative or
governmental proceeding to disclose any of the Corporation Information, ▇▇▇▇▇
will promptly so notify the Corporation so that the Corporation may seek a
protective order or other appropriate remedy and/or waive compliance with this
Agreement. If disclosure of any of the Corporation Information is required,
▇▇▇▇▇ may furnish the material so required to be furnished, but ▇▇▇▇▇ will
furnish only that portion of the Corporation Information that legally is
required.
(ii) ▇▇▇▇▇ also hereby agrees to keep the terms of this Agreement
confidential.
(c) OWNERSHIP OF INVENTIONS, PATENTS AND TECHNOLOGY.
(i) IN GENERAL. Subject to Section 8(c)(ii) below, ▇▇▇▇▇ hereby
assigns to the Corporation all of ▇▇▇▇▇'▇ right (including patent rights,
copyrights, trade secret rights, and all other rights throughout the
world), title and interest in and to Inventions, whether or not patentable
or registrable under copyright or similar statutes, made or conceived or
reduced to practice or learned by ▇▇▇▇▇, either alone or jointly with
others, during the course of the performance of services for the
Corporation. ▇▇▇▇▇ shall also assign to, or as directed by, the
Corporation, all of ▇▇▇▇▇'▇ right, title and interest in and to any and all
Inventions, the full title to which is required to be in the United States
government by a contract between the Corporation and the United States
government or any of its agencies. The Corporation shall have all right,
title and interest in all research and work product produced by ▇▇▇▇▇ as an
employee of the Corporation, including, but not limited to, all research
materials and lab books.
(ii) STATE OF OREGON UNIVERSITY. Specifically, ▇▇▇▇▇ shall
promptly and fully disclose to the Corporation any and all inventions,
methods, improvements, discoveries, original works of authorship, trade
secrets, or other intellectual property conceived, developed or reduced to
practice by ▇▇▇▇▇ or any of his employees, consultants or research
assistants, during the performance of the Term hereunder or derived from
Confidential Information, including without limitation, as relates to the
Core Technology, as defined in a research agreement (the "Research
Agreement"), dated as of January 31, 1996, by and between the Corporation
and The State Board of Higher Education on behalf of State of Oregon
University ("Oregon") (collectively, "Work Product"). ▇▇▇▇▇ shall treat
all Work Product as the Confidential Information of the Corporation. ▇▇▇▇▇
agrees and does hereby assign to the Corporation and its successors and
assigns, without further consideration, his entire right, title and
interest in and to all Work Product developed during the performance of the
Term hereunder or derived from any Confidential Information, whether or not
patentable or copyrightable, subject only to the provisions of the Research
Agreement and Oregon's rights thereunder and any other existing written
agreement ▇▇▇▇▇ may have with Oregon. ▇▇▇▇▇ further agrees to execute all
applications for patents and/or copyrights, domestic or foreign,
assignments and other papers necessary to secure and enforce rights
relating to the Work Product. The parties acknowledge that all original
works of authorship that are made by ▇▇▇▇▇ within the scope of the Term and
that may be protected by copyrighted are "works made for hire," as that
time is defined in the United States Copyright Act (17 USC Section 101).
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(d) NON-COMPETITION PERIOD DEFINED. "Non-Competition Period" means
the period beginning at the end of the Term and ending one (1) year after the
end of the Term.
(e) COVENANTS REGARDING THE TERM AND NON-COMPETITION PERIOD. ▇▇▇▇▇
acknowledges and agrees that his services pursuant to this Agreement are unique
and extraordinary; that the Corporation will be dependent upon ▇▇▇▇▇ for the
research and development of antibiotics, vaccines and anti-infectives; and that
he will have access to and control of confidential information of the
Corporation. ▇▇▇▇▇ further acknowledges that the business of the Corporation is
national in scope and cannot be confined to any particular geographic area of
the United States. For the foregoing reasons and to induce the Corporation to
enter this Agreement, ▇▇▇▇▇ covenants and agrees that during the Term and the
Non-Competition Period ▇▇▇▇▇ shall not unless with written consent of the
Corporation:
(i) engage in the business of research and development of the Core
Technology, as defined in the Research Agreement, or any other products or
processes in which the Corporation is engaged in during the Term or in any
other business conducted by the Corporation during the Term (collectively
the "Prohibited Activity") in the United States or elsewhere for his own
account;
(ii) become interested in any individual, corporation, partnership or
other business entity (a "Person") engaged in any Prohibited Activity in
the United States, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, employee, trustee,
consultant or in any other relationship or capacity; provided, however,
that ▇▇▇▇▇ may own directly or indirectly, solely as an investment,
securities of any Person which are traded on any national securities
exchange if ▇▇▇▇▇ (x) is not a controlling person of, or a member of a
group which controls, such person or (y) does not, directly or indirectly,
own 5% or more of any class of securities of such person;
(iii) directly or indirectly hire, engage or retain any person which at
any time during the Term or Non-Competition Period was a supplier, client
or customer of the Corporation, or directly or indirectly solicit, entice
or induce any such person to become, a supplier, client or customer of any
other person engaged in any Prohibited Activity; or
(iv) directly or indirectly hire, employ or retain any person who at any
time was an employee of the Corporation or directly or indirectly solicit,
entice, induce or encourage any such person to become employed by any other
person.
(f) REMEDIES. ▇▇▇▇▇ hereby acknowledges that the covenants and
agreements contained in Section 8 are reasonable and valid in all respects and
that the Corporation is entering into this Agreement, inter alia, on such
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acknowledgment. If ▇▇▇▇▇ breaches, or threatens to commit a breach, of any of
the Restrictive Covenants, the Corporation shall have the following rights and
remedies, each of which rights and remedies shall be independent of the other
and severally enforceable, and all of which rights and remedies shall be in
addition to, and not in lieu of, any other rights and remedies available to the
Corporation under law or in equity: (i) the right and remedy to have the
Restrictive Covenants specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the Corporation and that
money damages will not provide an adequate remedy to the Corporation; (ii) the
right and remedy to require ▇▇▇▇▇ to account for and pay over to the Corporation
all compensation, profits, monies, accruals, increments or other benefits
(collectively, "Benefits") derived or received by ▇▇▇▇▇ as the result of any
transactions constituting a breach of any of the Restrictive Covenants, and
▇▇▇▇▇ shall account for and pay over such Benefits to the Corporation; (iii) if
any court determines that any of the Restrictive Covenants, or any part thereof,
is invalid or unenforceable, the remainder of the Restrictive
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Covenants shall not thereby be affected and shall be given full effect, without
regard to the invalid portions; and (iv) if any court construes any of the
Restrictive Covenants, or any part thereof, to be unenforceable because of the
duration of such provision or the area covered thereby, such court shall have
the power to reduce the duration or area of such provision and, in its reduced
form, such provision shall then be enforceable and shall be enforced.
(g) JURISDICTION. The parties intend to and hereby confer
jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of such Covenants. If the courts of
any one or more such jurisdictions hold the Restrictive Covenants wholly
unenforceable by reason of the breadth of such scope or otherwise, it is the
intention of the parties that such determination not bar or in any way affect
the Corporation's right to the relief provided above in the courts of any other
jurisdiction, within the geographical scope of such Covenants, as to breaches of
such Covenants in such other respective jurisdictions such Covenants as they
relate to each jurisdiction being, for this purpose, severable into diverse and
independent covenants.
9. SUCCESSORS AND ASSIGNS.
(a) ▇▇▇▇▇. This Agreement is a personal contract, and the rights
and interests that the Agreement accords to ▇▇▇▇▇ may not be sold, transferred,
assigned, pledged, encumbered, or hypothecated by him. All rights and benefits
of ▇▇▇▇▇ shall be for the sole personal benefit of ▇▇▇▇▇, and no other person
shall acquire any right, title or interest under this Agreement by reason of any
sale, assignment, transfer, claim or judgment or bankruptcy proceedings against
▇▇▇▇▇. Except as so provided, this Agreement shall inure to the benefit of and
be binding upon ▇▇▇▇▇ and his personal representatives, distributees and
legatees.
(b) THE CORPORATION. This Agreement shall be binding upon the
Corporation and inure to the benefit of the Corporation and of its successors
and assigns, including (but not limited to) any corporation that may acquire all
or substantially all of the Corporation's assets or business or into or with
which the Corporation may be consolidated or merged. This Agreement shall
continue in full force and effect in the event that the Corporation sells all or
substantially all of its assets, merges or consolidates, otherwise combines or
affiliates with another business, dissolves and liquidates, or otherwise sells
or disposes of substantially all of its assets. The Corporation's obligations
under this Agreement shall cease, however, if the successor to, the purchaser or
acquiror either of the Corporation or of all or substantially all of its assets,
or the entity with which the Corporation has affiliated, shall assume in writing
the Corporation's obligations under this Agreement (and deliver an executed copy
of such assumption to ▇▇▇▇▇), in which case such successor or purchaser, but not
the Corporation, shall thereafter be the only party obligated to perform the
obligations that remain to be performed on the part of the Corporation under
this Agreement.
10. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties concerning ▇▇▇▇▇'▇ employment with the Corporation and
supersedes all prior negotiations, discussions, understandings and agreements,
whether written or oral, between ▇▇▇▇▇ and the Corporation relating to the
subject matter of this Agreement.
11. AMENDMENT OR MODIFICATION, WAIVER. No provision of this Agreement may
be amended or waived unless such amendment or waiver is agreed to in writing
signed by ▇▇▇▇▇ and by a duly authorized officer of the Corporation. No waiver
by any party to this Agreement of any breach by another party of any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of a similar or dissimilar condition or provision at the same
time, any prior time or any subsequent time.
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12. NOTICES. Any notice to be given under this Agreement shall be in
writing and delivered personally or sent by overnight courier or registered or
certified mail, postage prepaid, return receipt requested, addressed to the
party concerned at the address indicated below, or to such other address of
which such party subsequently may give notice in writing:
If to ▇▇▇▇▇: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to the Corporation: SIGA PHARMACEUTICALS, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
with a copy to: ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Any notice delivered personally or by overnight courier shall be deemed given on
the date delivered and any notice sent by registered or certified mail, postage
prepaid, return receipt requested, shall be deemed given on the date mailed.
13. SEVERABILITY. If any provision of this Agreement or the application
of any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent,
the remainder of this Agreement or the application of such provision to such
person or circumstances other than those to which it is so determined to be
invalid and unenforceable shall not be affected, and each provision of this
Agreement shall be validated and shall be enforced to the fullest extent
permitted by law. If for any reason any provision of this Agreement containing
restrictions is held to cover an area or to be for a length of time that is
unreasonable or in any other way is construed to be too broad or to any extent
invalid, such provision shall not be determined to be entirely null, void and of
no effect; instead, it is the intention and desire of both the Corporation and
▇▇▇▇▇ that, to the extent that the provision is or would be valid or enforceable
under applicable law, any court of competent jurisdiction shall construe and
interpret or reform this Agreement to provide for a restriction having the
maximum enforceable area, time period and such other constraints or conditions
(although not greater than those contained currently contained in this
Agreement) as shall be valid and enforceable under the applicable law.
14. SURVIVORSHIP. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
15. HEADINGS. All descriptive headings of sections and paragraphs in this
Agreement are intended solely for convenience of reference, and no provision of
this Agreement is to be construed by reference to the heading of any section or
paragraph.
16. WITHHOLDING TAXES. All salary, benefits, reimbursements and any other
payments to ▇▇▇▇▇ under this Agreement shall be subject to all applicable
payroll and withholding taxes and deductions required by any law, rule or
regulation of and federal, state or local authority.
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17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together constitute one and same instrument.
18. APPLICABLE LAW: JURISDICTION. The laws of the State of New York
shall govern the interpretation, validity and performance of the terms of this
Agreement, without reference to rules relating to conflicts of law. Any suit,
action or proceeding against ▇▇▇▇▇ with respect to this Agreement, or any
judgment entered by any court in respect thereof, may be brought in any court of
competent jurisdiction in the State of New York, as the Corporation may elect in
its sole discretion, and ▇▇▇▇▇ hereby submits to the nonexclusive jurisdiction
of such courts for the purpose of any such suit, action, proceeding or judgment.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
SIGA PHARMACEUTICALS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇, President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
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