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EXHIBIT 10.3
Executive Employment Agreement
EMPLOYMENT AGREEMENT (the "Agreement") made as of May 1, 1992 between
ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Xxxx X.
Xxxxxxxx, Ph.D. (the "Employee").
1. Employment, Duties and Acceptance.
1.1 The Company hereby employs the Employee, for the Term (as
hereinafter defined), to render full-time services to the Company, and to
perform such duties as he shall reasonably be directed by the Chief Executive
Officer of the Company to perform. The Employee's title shall be designated by
the Chief Executive Officer and initially shall be Vice President, Preclinical
Development.
1.2 The Employee hereby accepts such employment and agrees to
render the services described above.
1.3 The principal place of employment of the Employee hereunder
shall be in the greater Boston, Massachusetts area, or other locations
reasonably acceptable to the Employee. The Employee acknowledges that for
limited periods of time he may be required to provide services to the Company
outside of the Boston, Massachusetts area.
1.4 Notwithstanding anything to the contrary herein, although the
Employee shall provide services as a full time employee, it is understood that
the Employee may (a) have an academic appointment and (b) participate in
professional activities (collectively, "Permitted Activities"); provided,
however, that such Permitted Activities do not interfere with the Employee's
duties to the Company.
2. Term of Employment.
The term of the Employee's employment under this Agreement (the "Term")
shall commence June 15, 1992 (the
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"Effective Date") and shall end on December 31, 1995 unless sooner terminated
pursuant to Section 4 or 5 of this Agreement; provided that this Agreement shall
automatically be renewed for successive one-year terms (the Term and, if the
period of employment is so renewed, such additional period(s) of employment are
collectively referred to herein as the "Term") unless terminated by written
notice given by either party to the other at least 90 days prior to the end of
the applicable Term.
3. Compensation.
3.1 As full compensation for all services to be rendered pursuant
to this Agreement, the Company agrees to pay the Employee, during the Term, a
salary at the fixed rate of $135,000 per annum during the first year of the Term
and increased each year thereafter, by amounts, if any, to be determined by the
Board of Directors of the Company (the"Board"), in its sole discretion, payable
in equal semimonthly installments, less such deductions or amounts to be
withheld as shall be required by applicable law and regulations.
3.2 Each year the Company shall pay the Employee a bonus of up to
30% of base salary, which bonus shall be determined annually by the Board. The
bonus, if any, may be paid in the form of stock options, stock awards or cash,
as determined by the Board.
3.3 The Company shall pay or reimburse the Employee for all
reasonable expenses actually incurred or paid by him during the Term in the
performance of his services under this Agreement, upon presentation of expense
statements or vouchers or such other supporting information as it may require.
3.4 The Employee shall be eligible under any incentive plan, stock
award plan, bonus, participation or extra compensation plan, pension, group
health, disability and life insurance or other so-called "fringe" benefits which
the Company provides for its executives. All options and stock awards granted to
the Employee shall be subject to a vesting schedule which shall
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be determined by the Incentive Committee of the Board. The options and awards,
if any, to be granted to the Employee shall also be subject to the terms of a
stock option plan and certificate and stock award plan and certificate.
3.5 The Company will grant the Employee an option to purchase
135,000 shares of the Company's Common Stock at a purchase price of $2.00 per
share (the "Options"). The Employee agrees that all such Options shall be
subject to a four-year vesting schedule, vesting in equal increments of 25% on
each anniversary of the Effective Date. Any unvested Options shall be forfeited
to the Company in the event (a) this Agreement is terminated by the Company for
cause pursuant to Section 4 herein, or (b) either party elects not to renew this
Agreement pursuant to Section 2 herein.
3.6 The Options and any common stock purchased upon the exercise
of any vested Options ("Option Stock") shall not, without the Company's prior
written consent, be transferable until the earlier of (a) March 31, 1996 and (b)
one year after the Company's initial public offering; provided, however, that in
the event of the death of the Employee, any vested Options and any Option Stock
shall be transferable to the legal representatives, legatees and distributees of
the Employee, if such persons agree to be bound by the same restrictions
applicable to such Options and Option Stock. In the event that the Company
commences an initial public offering, the Employee will execute "lock-up"
agreements with respect to the Option Stock and all other equity interests in
the Company HELD BY THE Employee providing that the Employee will not sell
Option Stock or any other equity interests for a period of one year after the
closing of the initial public offering. If the Company elects, the certificates
representing the Option Stock will be transferred to the Company to be held by
the Company pursuant to an escrow agreement consistent with the terms set forth
in this Section 3.6. This Section 3.6 shall survive the termination of this
Agreement.
4. Termination by the Company.
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The Company may terminate this Agreement, if any one or more of the
following shall occur:
(a) The Employee shall die during the Term; provided, however, the
Employee's legal representatives shall be entitled to receive the compensation
provided for hereunder to the last day of the month in which his death occurs.
(b) The Employee shall become physically or mentally disabled,
whether totally or partially, so that he is unable substantially to perform his
services hereunder for (i) a period of 180 consecutive days, or (ii) for shorter
periods aggregating 180 days during any twelve month period.
(c) The Employee acts, or fails to act, in a manner that provides
Cause for termination. For purposes of this Agreement, the term "Cause" means
(i) the failure by the Employee to perform any of his material duties hereunder,
(ii) the conviction of the Employee of any felony involving moral turpitude,
(iii) any acts of fraud or embezzlement involving the Company or any of its
Affiliates, (iv) material violation of any federal, state or local law, or any
administrative regulation related to the business of the Company, (v) a conflict
of interest, (vi) conduct that could reasonably be expected to result in
publicity reflecting unfavorably on the Company in a material way, (vii) failure
to comply with the written policies of the Company, or (viii) a breach of the
terms of this Agreement by the Employee.
The Company shall provide the Employee written notice of termination
pursuant to this Section 4.
5. Termination by the Employee.
5.1 The Employee may terminate this Agreement, if any one or more
of the following shall occur:
(a) a material breach of the terms of this Agreement by the
Company and such breach continues for 30 days after the Employee gives the
company written notice of such breach;
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(b) the Company shall make a general assignment for benefit
of creditors; or any proceeding shall be instituted by the Company seeking to
adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking entry of an order for relief or the appointment
of a receiver, trustee, or other similar official for it or for any substantial
part of its property or the Company shall take any corporate action to authorize
any of the actions set forth above in this subsection 5(b);
(c) an involuntary petition shall be filed or an action or
proceeding otherwise commenced against the Company seeking reorganization,
arrangement or readjustment of the Company's debts or for any other relief under
the Federal Bankruptcy Code, as amended, or under any other bankruptcy or
insolvency act or law, state or federal, now or hereafter existing and remain
undismissed or unstayed for a period of 30 days; or
(d) a receiver, assignee, liquidator, trustee or similar
officer for the Company or for all or any part of its property shall be
appointed involuntarily.
6. Severance.
If (i) the Company terminates this Agreement without Cause or (ii) the
Employee terminates this Agreement pursuant to Section 5.1(a), then: (1) except
in the case of death or disability, Employee his current applicable Term; (2)
the Company shall continue to pay salary for the remaining period of the all
Options granted pursuant to Section 3.5 herein that would have vested during the
Term shall vest immediately prior to such termination; and (3) the Company shall
continue to provide all benefits subject to COBRA at its expense for up to one
year.
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7. Other Benefits.
In addition to all other benefits contained herein, the Employee shall be
entitled to:
(a) relocation expenses for the Employee and his family,
consisting of (i) real estate taxes, mortgage payments, utilities and routine
maintenance on Employee's principal residence for up to six months from the time
the Employee begins additional mortgage payments on a new principal residence
for the Employee and his family in the greater Boston, Massachusetts area;
provided the Employee shall use his best efforts to sell his current residence
within such six month time period; provided, further, the Company shall
consider, in its sole discretion, reimbursement for additional carrying costs if
the Employee has not sold his residence within such six month period, (ii) all
reasonable costs for rent, storage and primary services (e.g., gas, heat,
electricity, phone hook-up) associated with temporary housing at an approved
location until the Employee finds a suitable residence, (iii) all reasonable
direct out-of-pocket costs of transporting the Employee, the Employee's family
and household items from the Employee's current residence to a new residence
located in the greater Boston, Massachusetts area, and (iv) except as described
in the next succeeding sentence and subject to prior approval, the reasonable
closing costs of the sale of the Employee's current residence and purchase of a
new residence in the greater Boston, Massachusetts area within one year of the
Employee's date of employment. The following closing (settlement) costs will
not be paid by the Company: (1) real estate and other taxes, (2) insurance
premiums other than title insurance, and (3) commitment fees and prepaid
interest (i.e., "points") in excess of 2%. If any payments made to or in respect
of the Employee pursuant to this Section 7(a) become subject to any tax (taking
into account relevant deductions), the Company shall make a special payment to
him sufficient, on an after-tax basis (taking into account federal, state and
local taxes), to put him in the same position as would have been the case had no
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such taxes been applicable to any payments or benefits provided in this
subsection. This special payment will be made to the Employee in April 1993.
(b) Vacation time of four weeks per year taken in accordance with
the vacation policy of the Company during each year of the Term.
(c) After six years of employment, one three- month period of
fully paid leave of absence in accordance with Company policies in place at that
time; it being understood that such policies may restrict the Employee from
taking such leave of absence until a time that is acceptable to the Company and
may include other such limitations.
(d) Group health, disability and life insurance.
(e) The Company shall, in its sole discretion, provide the
Employee with either (i) an automobile for the Employee's exclusive use, at a
cost to the Company not exceeding $750 per month or (ii) an automobile allowance
of $750 per month toward the cost of maintaining the Employee's car.
8. Confidentiality.
8.1 The Employee acknowledges that, during the course of
performing his services hereunder, the Company shall be disclosing information
to the Employee related to the Company's Field of Interest, Inventions, projects
and business plans, as well as other information (collectively, "Confidential
Information"). The Employee acknowledges that the Company's business is
extremely competitive, dependent in part upon the maintenance of secrecy, and
that any disclosure of the Confidential Information would result in serious harm
to the Company.
8.2 The Employee agrees that the Confidential Information only
shall be used by the Employee in connection with his activities hereunder as an
employee of the Company, and shall not be used in any way that is detrimental to
the Company.
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8.3 The Employee agrees not to disclose, directly or indirectly,
the Confidential Information to any third person or entity, other than
representatives or agents of the Company. The Employee shall treat all such
information as confidential and proprietary property of the Company.
8.4 The term "Confidential Information" does not include
information that (a) is or becomes generally available to the public other than
by disclosure in violation of this Agreement, (b) was within the relevant
party's possession prior to being furnished to such party, (c) becomes available
to the relevant party on a nonconfidential basis or (d) was independently
developed by the relevant party without reference to the information provided by
the Company.
8.5 The Employee may disclose any Confidential Information that is
required to be disclosed by law, government regulation or court order. If
disclosure is required, the Employee shall give the Company advance notice so
that the Company may seek a protective order or take other action reasonable in
light of the circumstances.
8.6 Upon termination of this Agreement, the Employee shall
promptly return to the Company all materials containing Confidential
Information, as well as data, records, reports and other property, furnished by
the Company to the Employee or produced by the Employee in connection with
services rendered hereunder. Notwithstanding such return or any of the
provisions of this Agreement, the Employee shall continue to be bound by the
terms of the confidentiality provisions contained in this Section 8 for a period
of three years after the termination of this Agreement.
9. Inventions Discovered by the EmPloyee While Performing Services
Hereunder. During the Term, the Employee shall promptly disclose to the Company
any invention, improvement, discovery, process, formula, or method or other
intellectual property, whether or not patentable, whether or not copyrightable
(collectively, "Inventions") made, conceived or first reduced to
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practice by the Employee, either alone or jointly with others, while PERFORMING
SERVICE hereunder. The Employee hereby assigns to the Company all of his right,
title and interest in and to any such Inventions. During and after the Term, the
Employee shall execute any documents necessary to perfect the assignment of such
Inventions to the Company and to enable the Company to apply for, obtain, and
enforce patents and copyrights in any and all countries on such Inventions. The
Employee hereby irrevocably designates the General Counsel to the Company as his
agent and attorney-in-fact to execute and file any such document and to do all
lawful acts necessary to apply for and obtain patents and copyrights and to
enforce the Company's rights under this paragraph. This Section 9 shall survive
the termination of this Agreement.
10. Non-Competition and Non-Solicitation.
During the Term and for a period of one year following the date of
termination or nonrenewal for any reason (other than termination pursuant to
Section 5.1(a)): (a) the Employee shall not in the United States or in any
country in which the Employer shall then be doing business, directly or
indirectly, enter the employ of, or render any services to, any person, firm or
corporation engaged in any business directly competitive with the business of
the Company or of any of its subsidiaries or affiliates of which the Employee
may become an employee or officer during the Term; he shall not engage in such
business on his own account; and he shall not become interested in any such
business, directly or indirectly, as an individual, partner, shareholder,
director, officer, principal, agent, employee, trustee, consultant, or any other
relationship or capacity; provided, however, that nothing contained in this
Section 10 shall be deemed to prohibit the Employee from acquiring, solely as an
investment, shares of capital stock of any public corporation;
(b) neither the Employee nor any Affiliate of the Employee shall
solicit or utilize, or assist any person in any way to solicit or utilize, the
services, directly or indirectly, of any of the Company's directors,
consultants, members of the Board of Scientific and Medical Advisors, officers
or employees
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(collectively, "Associates of the Company"). This nonsolicitation and
nonutilization provision shall not apply to Associates of the Company who have
previously terminated their relationship with the Company.
10.1 If the Employee commits a breach, or threatens to commit a
breach, of any of the provisions of this Section 10, the Company shall have the
following rights and remedies:
10.1.1 The right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach shall
cause irreparable injury to the Company and that money damages shall not provide
an adequate remedy to the Company; and
10.1.2 The right and remedy to require the Employee to account
for and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits") derived or received by
the Employee as the result of any transactions constituting a breach of any of
the provisions of the preceding paragraph, and the Employee hereby agrees to
account for and pay over such Benefits to the Company. Each of the rights and
remedies enumerated above shall be independent of the other, and shall be
severally enforceable, and all of such rights and remedies shall be in addition
to, and not in lieu of, any other rights and remedies available to the Company
under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or
any part thereof, is hereafter construed to be invalid or unenforceable, the
same shall not affect the remainder of the covenant or covenants, which shall be
given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or
any part thereof, is held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or
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area of such provision and, in its reduced form, such provision shall then be
enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any
state within the geographical scope of such covenants. In the event that the
courts of any one or more of such states shall hold any such covenant wholly
unenforceable by reason of the breadth of such scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the Company's right to the relief provided above in the courts of any
other states within the geographical scope of such covenants, as to breaches of
such covenants in such other respective jurisdictions, the above covenants as
they relate to each state being, for this purpose, severable into diverse and
independent covenants.
11. Indemnification.
The Company shall indemnify the Employee, to the maximum extent permitted
by applicable law, against all costs, charges and expenses incurred or sustained
by him in connection with any action, suit or proceeding to which he may be made
a party by reason of his being an officer, director or employee of the Company
or of any subsidiary or affiliate of the Company. The Company shall provide,
subject to its availability upon reasonable terms (which determination shall be
made by the Board) at its expense, Directors and Officers insurance for the
Employee in reasonable amounts. Determination with respect to (a) the
availability of insurance upon reasonable terms and (b) the amount of such
insurance coverage shall be made by the Board in its sole discretion.
12. Notices.
All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if sent by prepaid telegram (confirmed delivery by the telegram
service), private overnight mail service (delivery confirmed by such service),
registered or
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certified mail (return receipt requested), or delivered personally, as follows
(or to such other address as either party shall designate by notice in writing
to the other in accordance herewith):
If to the Company:
ARIAD Pharmaceuticals, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Employee:
Xx. Xxxx X. Xxxxxxxx
0 Xxxxxxx Xx.
Xxxxxxx, XX 00000
13. General.
13.1 This Agreement shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely in Massachusetts.
13.2 The Section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
13.3 This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or liable for any alleged representation,
promise or inducement not so set forth.
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13.4 This Agreement and the Employee's rights and obligations
hereunder may not be assigned by the Employee or the Company; provided, however,
the Company may assign this Agreement to an Affiliate or a successor-interest.
13.5 This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms or covenants hereof may be waived,
only by a written instrument executed by the parties hereto, or in the case of a
waiver, by the party waiving compliance. The failure of a party at any time or
times to require performance of any provision hereof shall in no manner affect
the right at a later time to enforce the same. No waiver by a party of the
breach of any term or covenant contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.
14. Definitions. As used herein the following terms have the following
meaning:
(a) "Affiliate" means and includes any corporation or other
business entity controlling, controlled by or under common control with the
corporation in question.
(b) "Company's Field of Interest" means the discovery and
development of pharmaceutical agents that target or intervene with intracellular
regulatory and control mechanisms; associated diagnostic products;
structure-based drug design; any artificial platelet product; and other related
areas. The Company's Field of Interest may be changed at the Company's sole
discretion from time to time.
(c) "person" means any natural person, corporation, partnership,
firm, joint venture, association, joint stock company, trust, unincorporated
organization, governmental body or other entity.
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(d) "Subsidiary" means any corporation or other business entity
directly or indirectly controlled by the corporation in question.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ARIAD PHARMACEUTICALS, INC.
By /s/ Xxxxxx X. Xxxxxx, M.D.
---------------------------------
Chairman and Chief Executive Officer
EMPLOYEE
By /s/ Xxxx X. Xxxxxxxx, Ph.D.
---------------------------------
Xxxx X. Xxxxxxxx, Ph.D.
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AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") made as of March
2, 1994, between ARIAD Pharmaceuticals, Inc. a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxxxx, Ph.D. the "Employee").
The Company and the Employee have entered into an Employment Agreement
dated as of June 15, 1992 (the "Agreement"), and the parties hereto desire to
amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 2. The Term of the Employee's employment under the
Agreement is hereby extended to December 31, 1996.
2. Article 3.
2.1. Section 3.6 is hereby replaced and amended in its
entirety as follows:
"3.6 All shares of the Company's Common Stock or Option Stock (as
defined below) owned by the Employee or with respect to which the Employee
has the power of disposition, shall not, without the Company's prior
written consent, be transferable until the earlier of (a) March 31, 1996
and (b) eighteen months after the Company's initial public offering;
provided, however, that in the event of the death of the Employee, any
Common Stock or Option Stock shall, subject to the terms of such Option
Stock, be transferable to the legal representatives, legatees and
distributees of the Employee, if such persons agree to be bound by the
same restrictions applicable to such security. "Option Stock" shall mean
all Options or any other options or rights to acquire shares of the
Company's Common Stock or any securities convertible into or exchangeable
or exercisable into shares of the Company's Common Stock. In the event
that the Company commences an initial public offering, the Employee will
execute "lock-up" agreements with respect to the Common Stock or Option
Stock held by the Employee providing that the Employee will not sell the
Common Stock or Option Stock for a period of eighteen months after the
closing of the initial public offering
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If the Company elects, the certificates representing the Common Stock or
Option Stock will be transferred to the Company to be held by the Company
pursuant to an escrow agreement consistent with the terms set forth in
this Section 3.6. This Section 3.6 shall survive termination of this
Agreement."
2.2. Section 3.7 is hereby added to the Agreement to read in
its entirety as follows:
"3.7 Any shares of common stock ("Subsidiary Common Stock") of any
current or future subsidiary of the Company, including, without
limitation, ARIAD Gene Therapeutics, Inc., or any Subsidiary Option Stock
(as defined below) owned by the Employee or with respect to which the
Employee has the power of disposition shall not, without the Company's
prior written consent, be transferable until eighteen months after the
applicable subsidiary's initial public offering; provided, however, that
in the event of the death of the Employee, all such Subsidiary Common
Stock or Subsidiary Option Stock shall, subject to the terms of such
Subsidiary Option Stock, be transferable to the legal representatives,
legatees, and distributees of the Employee, if such persons agree to be
bound by the same restrictions applicable to such security. "Subsidiary
Option Stock" shall mean all options or rights to acquire shares of
Subsidiary Common Stock or any securities convertible into or exchangeable
or exercisable for shares of Subsidiary Common Stock. If the Company
elects, the certificates representing the Subsidiary Common Stock or
Subsidiary Option Stock will be transferred to the Company to be held by
the Company pursuant to an escrow agreement consistent with the terms set
forth in this Section 3.7. This Section 3.7 shall survive the termination
of this Agreement."
3. The definition of the "Company's Field of Interest" in Section 14
(b) of the Agreement is hereby amended to read as follows:
"Company's Field of Interest means (1) the discovery, development
and commercialization of pharmaceutical products, diagnostic products, or
research reagents that target or intervene with intracellular regulatory
or control mechanisms (e.g., signal transduction, gene transcription and
protein trafficking); (2) gene therapy; (3) drug discovery based on
molecular structure or diversity; (4) any platelet substitute product; and
(5) other related areas. The Company's Field of Interest may be changed at
the Company's sole discretion from time to time."
4. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely in Massachusetts.
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5. Except as modified by this Amendment, the Agreement remains in full
force and effect and unchanged.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
ARIAD PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx, M.D.
------------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
/s/ Xxxx X. Xxxxxxxx, Ph.D.
----------------------------------------
Xxxx X. Xxxxxxxx, Ph.D.
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AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment") made as of
January 1, 1997, between ARIAD Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), and Xxxx X. Xxxxxxxx, Ph.D. (the "Employee").
The Company and the Employee have entered into an Employment Agreement
dated as of May 1, 1992 and amended as of March 2, 1994 (the "Agreement"), and
the parties hereto desire to further amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to further amend the Agreement as
follows:
I. Employment, Duties and Acceptance. The second sentence of Section
1.1 is hereby amended to read as follows:
"The Employee's title shall be designated by the Chief Executive
Officer and initially shall be Vice President, Drug Development."
II. Term of Employment. The first sentence of Section 2 is hereby
amended to read as follows:
"The term of the Employee's employment under the Agreement is hereby
extended to December 31, 1999 (the "Term"), unless sooner terminated
pursuant to Section 4 or 5 of this Agreement; provided, however, that this
Agreement shall automatically be renewed for successive one-year terms
(the Term and, if the period of employment is so renewed, such additional
period(s) of employment are collectively referred to herein as the "Term")
unless terminated by written notice given by either party to the other at
least 90 days prior to the end of the applicable Term."
III. Compensation. Section 3.1 is hereby replaced and amended in its
entirety as follows:
"3.1. As full compensation for all services to be rendered pursuant
to this Agreement, the Company agrees to pay the Employee, during the
Term, a
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salary at the fixed rate of $165,000 per annum during the first year of
the Term and increased each year thereafter, by amounts, if any, to be
determined by the Board of Directors of the Company (the "Board") in its
sole discretion, payable in equal semi-monthly installments, less such
deductions or amounts to be withheld as shall be required by applicable
law and regulations."
IV. Definitions. The definition of the Company's "Field of Interest" in
Section 14 (b) of the Agreement is hereby amended to read as follows:
"The Company's 'Field of Interest' is: the discovery, development
and commercialization of pharmaceutical products based on (a) intervention
in signal transduction pathways; (b) gene and cell therapy; and (c)
functional genomics. The Company's Field of Interest may be changed at the
sole discretion of the Company from time to time."
V. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely in Massachusetts.
VI. Except as modified by this Second Amendment, the Agreement remains
in full force and effect and unchanged.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first written above.
ARIAD PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx, M.D.
------------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
/s/ Xxxx X. Xxxxxxxx, Ph.D.
----------------------------------------
Xxxx X. Xxxxxxxx, Ph.D.
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THIRD AMENDMENT EMPLOYMENT AGREEMENT
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (the Third "Amendment") made
as of January 1, 1999, between ARIAD Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Xxxx Xxxxxxxx, Ph.D. (the "Employee").
The Company and the Employee have entered into an Employment Agreement
dated as of May 1, 1992 (the "Agreement"), as previously amended, and the
parties hereto desire to further amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to further amend the Agreement as
follows:
I. Employment, Duties and Acceptance. The second sentence of Section
1.1 is hereby amended to read as follows:
"The Employee's title shall be designated by the Chief Executive
Officer and initially shall be Senior Vice President, Drug Development.
II. Compensation. Section 3.1 is hereby replaced and amended in its
entirety as follows:
"3.1. As full compensation for all services to be rendered pursuant
to this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $200,000 per annum during the first
year of the Term and increased each year thereafter, by amounts, if any,
to be determined by the Board of Directors of the Company (the "Board") in
its sole discretion, payable in equal semi-monthly installments, less such
deductions or amounts to be withheld as shall be required by applicable
law and regulations."
III. Termination by the Employee. Section 5 is hereby replaced and
amended in its entirety as follows:
"5.1. The Employee may terminate this Agreement, if any one or more
of the following shall occur:
(a) a material breach of the terms of this Agreement by the
Company and such breach continues for 30 days after the Employee gives the
Company written notice of such breach;
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(b) the Company shall make a general assignment for benefit of
creditors; or any proceeding shall be instituted by the Company seeking to
adjudicate it as bankrupt or insolvent, or seeking liquidation, winding
up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking entry of an
order for relief of the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property or the
Company shall take any corporate action to authorize any of the actions
set forth above in this subsection 5.1(b);
(c) an involuntary petition shall be filed or an action or
proceeding otherwise commenced against the Company seeking reorganization,
arrangement or readjustment of the Company's debts or for any other relief
under the Federal Bankruptcy Code, as amended, or under any other
bankruptcy or insolvency act or law, state or federal, now or hereafter
existing and remain undismissed or unstayed for a period of 30 days;
(d) a receiver, assignee, liquidator, trustee or similar officer
for the Company or for all or any part of its property shall be appointed
involuntarily, or
(e) a Change in Control as defined in Section 14."
IV. Severance. Section 6 is hereby replaced and amended in its entirety
as follows:
"6. If (i) the Company terminates this Agreement without Cause or
(ii) the Employee terminates this Agreement pursuant to Section 5.1(a),
then: (1) except in the case of death or disability, the Company shall
continue to pay Employee his current salary for the remaining period of
the applicable Term; (2) all options granted pursuant to this Agreement
that would have vested during the Term shall vest immediately prior to
such termination; (3) the Company shall continue to provide all benefits
subject to COBRA at its expense for up to one year.
In the event of a consummation of a Change in Control of the
Company, and if the Employee gives notice of termination within 90 days
after such occurrence, then (i) all stock, stock options, stock awards and
similar equity rights granted to the Employee shall immediately vest and
remain fully exercisable through their original term with all rights; and
(ii) the Company shall continue to pay Employee his current salary for the
shorter of (a) six months, or (b) the remaining period of the applicable
Term."
V. Definitions. The definition of the Company's "Field of Interest" in
Section 14 (b) of the Agreement is hereby amended to read as follows:
"The `Company's Field of Interest' is the discovery, development and
commercialization of pharmaceutical products based on (a) intervention in
signal transduction pathways; (b) gene and cell therapy; (c) functional
genomics; and (d) natural products, including without limitation, studies
of microbial diversity. The Company's Field of Interest may be changed at
the sole discretion of the Company from time to time."
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The definition of "Change in Control" shall be added as Section 14 (e) of
the Agreement as follows:
" 'Change in Control' means the occurrence of any of the following
events (without the consent of the Employee):
(i) Any corporation, person or other entity makes a tender or
exchange offer for shares of the Company's Common Stock pursuant to which
such corporation, person or other entity acquires more than 50% of the
issued and outstanding shares of the Company's Common Stock;
(ii) The stockholders of the Company approve a definitive agreement
to merge or consolidate the Company with or into another corporation or to
sell or otherwise dispose of all or substantially all of the Company's
assets; or
(iii) Any person within the meaning of Section 3 (a) (9) or Section
13 (d) of the Securities Exchange Act of 1934 acquires more than 50% of
the combined voting power of Company's issued and outstanding voting
securities entitled to vote in the election of the Board."
VI. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely in Massachusetts.
VII. Except as modified by this Amendment, the Agreement remains in full
force and effect and unchanged.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
ARIAD PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx, M.D.
------------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
/s/ Xxxx Xxxxxxxx, Ph.D.
----------------------------------------
Xxxx Xxxxxxxx, Ph.D.
