50% Uses in Compensation, Reimbursement, Etc Clause

Compensation, Reimbursement, Etc from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is entered into as of April 11, 2008 by and between CPEX Pharmaceuticals, Inc., a Delaware corporation (the Employer or CPEX), and John A. Sedor (the Employee).

Compensation, Reimbursement, Etc. Subject to completion of the Spin-off, and commencing on the Distribution Date, the Employer shall provide the Employee the following compensation and benefits: a. Base Salary. The Employer shall pay to the Employee as compensation for all services rendered by the Employee a base salary of $32,083.33 per month (the Monthly Base Salary), payable in accordance with the Employers regular payroll practices, plus annual bonuses on a calendar year basis as determined by the Compensation Committee of the Employers Board of Directors (the Compensation Committee), subject to Sections 3(d) and 3(e). If an increase in Monthly Base Salary is determined for a calendar year after January 1 and before May 31 of that year, the increase shall be retroactive to the beginning of that year. Annual review of the Employees Monthly Base Salary will be on a calendar year basis, and the results of such review will be provided to the Employee no later than May of the following year. b. Expense Reimbursement. The Employer shall reimburse the Employee on a semi-monthly basis for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided however, that the Employee shall have previously furnished to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. c. Benefits. The Employee shall be entitled to health and other benefits on the same terms and conditions as the Employer has made available to other senior executives of Employer, including without limitation participation in the Employers health plans. If the Employee elects not to participate in the Employers health plans, Employee shall be entitled to reimbursement for the premiums paid for an alternate plan in amounts not to exceed the premiums that would have been paid on behalf of the Employee for Employers health plan. The Employer agrees to maintain life insurance and disability coverage on the Employee in an amount equivalent to 24 times Monthly Base Salary, which insurance will be payable to the Employees estate or beneficiaries (as the Employee may designate) upon the Employees death or to the Employee in the event of disability as provided in Section 7(b) hereof. d. Bonuses. The Employee shall be eligible for a bonus each year of the Term of up to 50% of his base salary paid in the year, based upon achievement of the bonus targets for the year, payable in cash and/or common stock, as determined by the Compensation Committee, subject to the terms of the applicable years bonus incentive plan approved by the Board of Directors and/or Compensation Committee of the Employer. The bonus target for 2008 is 50% of the Monthly Base Salary multiplied by twelve (12). Such annual bonus will be awarded for each year as soon as practicable after March 15, but in no event later than June 30, of the following year. e. Automobile Allowance. The employee will receive a monthly allowance of $1,000 for an automobile of his own use. f. Annual Review. The Employee shall be reviewed by the Compensation Committee on an annual (calendar year) basis. g. Equity Awards. So long as the Employee continues to be employed as an executive officer of the Employer, the Employee will be entitled to receive periodic equity awards (Equity Awards) under the Employers 2008 Equity Incentive Plan or another plan as determined by the Compensation Committee (collectively, the Plan), including without limitation in each of the two years beginning with 2008 equity awards with respect to no fewer than 5,000 shares (10,000 shares in the aggregate) (the Annual Equity Awards), subject to the following: (i) the foregoing number of shares are calculated based upon a planned stock dividend in the Spin-off consisting of one share of the Employers common stock for every ten (10) shares of Bentleys Common Stock outstanding at the Distribution Time and will be adjusted proportionately if and to the extent that the stock dividend in the Spin-off is different at the Distribution Time. (ii) all Equity Awards shall be subject to substantially the same terms and conditions (and, if more than one type of award is granted, in the same proportions) as the annual equity awards made generally to the other executive officers of the Employer, as determined in good faith by the Compensation Committee, which awards shall be made on the same date as when annual equity awards are made generally to the other executive officers of the Employer; and (iii) all of the foregoing options and common stock shall be subject to equitable adjustment in light of any stock split or stock dividend with respect to the Employers common stock and to reduction in the case of substitution of full value awards under the Plan, such as Restricted Stock, in place of stock option awards, in each case as determined in good faith by the Compensation Committee. In addition, after completion of the Spin-off, the Employee will receive an option to purchase shares of CPEX comm

Compensation, Reimbursement, Etc from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this Agreement) is entered into as of April 11, 2008 by and between CPEX Pharmaceuticals, Inc., a Delaware corporation (the Employer or CPEX), and John A. Sedor (the Employee).

Compensation, Reimbursement, Etc. Subject to completion of the Spin-off, and commencing on the Distribution Date, the Employer shall provide the Employee the following compensation and benefits: a. Base Salary. The Employer shall pay to the Employee as compensation for all services rendered by the Employee a base salary of $32,083.33 per month (the Monthly Base Salary), payable in accordance with the Employers regular payroll practices, plus annual bonuses on a calendar year basis as determined by the Compensation Committee of the Employers Board of Directors (the Compensation Committee), subject to Sections 3(d) and 3(e). If an increase in Monthly Base Salary is determined for a calendar year after January 1 and before May 31 of that year, the increase shall be retroactive to the beginning of that year. Annual review of the Employees Monthly Base Salary will be on a calendar year basis, and the results of such review will be provided to the Employee no later than May of the following year. b. Expense Reimbursement. The Employer shall reimburse the Employee on a semi-monthly basis for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided however, that the Employee shall have previously furnished to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. c. Benefits. The Employee shall be entitled to health and other benefits on the same terms and conditions as the Employer has made available to other senior executives of Employer, including without limitation participation in the Employers health plans. If the Employee elects not to participate in the Employers health plans, Employee shall be entitled to reimbursement for the premiums paid for an alternate plan in amounts not to exceed the premiums that would have been paid on behalf of the Employee for Employers health plan. The Employer agrees to maintain life insurance and disability coverage on the Employee in an amount equivalent to 24 times Monthly Base Salary, which insurance will be payable to the Employees estate or beneficiaries (as the Employee may designate) upon the Employees death or to the Employee in the event of disability as provided in Section 7(b) hereof. d. Bonuses. The Employee shall be eligible for a bonus each year of the Term of up to 50% of his base salary paid in the year, based upon achievement of the bonus targets for the year, payable in cash and/or common stock, as determined by the Compensation Committee, subject to the terms of the applicable years bonus incentive plan approved by the Board of Directors and/or Compensation Committee of the Employer. The bonus target for 2008 is 50% of the Monthly Base Salary multiplied by twelve (12). Such annual bonus will be awarded for each year as soon as practicable after March 15, but in no event later than June 30, of the following year. e. Automobile Allowance. The employee will receive a monthly allowance of $1,000 for an automobile of his own use. f. Annual Review. The Employee shall be reviewed by the Compensation Committee on an annual (calendar year) basis. g. Equity Awards. So long as the Employee continues to be employed as an executive officer of the Employer, the Employee will be entitled to receive periodic equity awards (Equity Awards) under the Employers 2008 Equity Incentive Plan or another plan as determined by the Compensation Committee (collectively, the Plan), including without limitation in each of the two years beginning with 2008 equity awards with respect to no fewer than 5,000 shares (10,000 shares in the aggregate) (the Annual Equity Awards), subject to the following: (i) the foregoing number of shares are calculated based upon a planned stock dividend in the Spin-off consisting of one share of the Employers common stock for every ten (10) shares of Bentleys Common Stock outstanding at the Distribution Time and will be adjusted proportionately if and to the extent that the stock dividend in the Spin-off is different at the Distribution Time. (ii) all Equity Awards shall be subject to substantially the same terms and conditions (and, if more than one type of award is granted, in the same proportions) as the annual equity awards made generally to the other executive officers of the Employer, as determined in good faith by the Compensation Committee, which awards shall be made on the same date as when annual equity awards are made generally to the other executive officers of the Employer; and (iii) all of the foregoing options and common stock shall be subject to equitable adjustment in light of any stock split or stock dividend with respect to the Employers common stock and to reduction in the case of substitution of full value awards under the Plan, such as Restricted Stock, in place of stock option awards, in each case as determined in good faith by the Compensation Committee. In addition, after completion of the Spin-off, the Employee will receive an option to purchase shares of CPEX comm