Exhibit 10.03
EMPLOYMENT, CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT
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THIS EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the
"Agreement") is made and entered into this 26th day of September, 2001 (the
"Commencement Date"), by and between:
POINT THERAPEUTICS, INC., a Massachusetts
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Corporation duly organized under law and
having an usual place of business at ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., President and
CEO, (hereinafter referred to as the
"COMPANY");
and
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Employee").
The Company wishes to employ the Employee to serve as the Chief Medical
Officer and the Employee desires to be so employed by the Company.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, accepted and agreed to, the Company and the Employee hereby agree
as follows:
1. EMPLOYMENT. The Company hereby employs the Employee as the Chief Medical
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Officer, and the Employee accepts such employment, effective as of the date
hereof, for the compensation and on the other terms and conditions set forth
below.
2. PERIOD OF EMPLOYMENT; DUTIES.
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2.1 Employment Period. The employment of the Employee shall be "at
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will" commencing as of October 22, 2001 (the "Effective Date"), and continuing
thereafter until terminated by either party upon sixty (60) days prior written
notice to the other or earlier if the employment is terminated pursuant to
Article 4.1 or 4.2 below (the "Employment Period"). During the Employment
Period, Employee shall be employed as the Chief Medical Officer, and shall have
the title, duties and responsibilities normally and customarily associated with
said office. The Employee shall report to and take direction from the President
of the Company.
By way of illustration, the Employee's areas of responsibility and
duty shall include, but not limited to, providing overall clinical development
expertise to the design, execution and documentation of clinical trials for the
Company's lead products; to oversee the clinical development progress currently
being conducted by ILEX Oncology; and generally to be involved in protocol
development, patient enrollment, study maintenance, data development, evaluation
of safety and study related document preparation for present and future clinical
trials and to develop a rational clinical development plan for the Company.
During the Employment Period, Employee shall devote substantially all
of his business time, attention and loyalty to the Company; provided, however,
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that the foregoing shall not prevent the Employee from serving on the Board of
Directors of or otherwise volunteering his services for non-profit corporations
or other entities approved by the Board of Directors (the "Board"), which
approval shall not be unreasonably withheld or delayed.
The Employee warrants and represents that he is under no contractual
or other restrictions
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or obligations which will in any way limit his activities on behalf of or
employment by the Company; and the entering into of this Agreement by the
Employee does not violate any agreement, contract or confidentiality agreement
that the Employee may have entered into or that is binding upon the Employee.
The Company warrants and represents to the Employee that (i) this Agreements has
been approved by all requisite corporate action on the part of the Company and
is enforceable against the Company in accordance with its terms, (ii) the
entering into of this Agreement does not violate any agreement that the Company
may have entered into or that is binding upon the Company, and (iii) the
Employee as an officer of the Company will be covered by the Company's D&O
liability insurance.
3. COMPENSATION
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3.1 Annual Base Salary. Subject to the provisions hereof, during the
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first year of the Employment Period commencing with the Effective Date, the
Company shall pay the Employee, not less frequently than bi-weekly in arrears, a
base salary at the annual rate of Two Hundred Ten Thousand ($210,000) Dollars
(the "Base Salary"). Thereafter, the Base Salary shall be determined by the
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Board, but in no event shall the Base Salary be less than Two Hundred Ten
Thousand ($210,000) Dollars. All payments of Base Salary and other compensation
to the Employee shall be made after deduction of any taxes which are required to
be withheld with respect thereto under applicable federal and state laws.
3.2 Fringe Benefits. From and after the Effective Date, the Employee
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shall be entitled to all rights and benefits for which he shall be eligible
under group insurance and other
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fringe benefits which may be provided, from time to time, to the Company's
executives generally, including, major health plans of which the Company pays
Eighty (80%) percent of the medical and dental coverage premium and One Hundred
(100%) percent of the life, accidental death and dismemberment and long-term
disability insurance policies. Until the Employee and his family have relocated
to the Greater Boston Metropolitan Area ("Boston"), the Company shall at the
Company's expense provide Employee and each member of his family with health
care coverage in Eastern Pennsylvania substantially equivalent to that which the
Employee and his family would be entitled hereunder had the Employee and his
family relocated to Boston except that for the period during which it is
effective Employee may elect the COBRA coverage at his former employer in which
event the Company shall promptly reimburse Employee 80% of the expense of his
COBRA coverage.
3.3 Reimbursement of Expenses. The Company shall reimburse the
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Employee for the out-of-pocket expenses incurred by the Employee in the
fulfillment of his duties and responsibilities hereunder. Reimbursement shall be
in accordance with the Board's policies and procedures applicable to senior
management and in compliance with the requirements of the Internal Revenue Code
of 1986, as amended. Reimbursement of travel expenses will be consistent with
the Company's travel policies applicable to senior management Further, the
Company will reimburse the Employee for: (i) expenses and fees incurred by the
Employee in maintaining appropriate licenses, affiliations with professional
societies and organizations and CME expenses; (ii) the cost of attending
conferences which provide knowledge and/or
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networking opportunities beneficial to the Company and (iii) the reasonable and
customary pre-relocation expenses of the Employee which the Employee would not
have incurred but for the fact that the Employees is conducting the business of
the Company from his home including, without limitation, office supplies, office
equipment such as computer, answering machine, filing cabinets and the like and
telephone, fax, postage and other communication expense.
3.4 Vacations and Holidays. During the Employment Period, the Employee
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shall be entitled to a total of twenty (20) paid vacation days annually (accrued
monthly with five (5) days carryover permitted to the following year). In
addition, the Employee shall be entitled to eleven (11) paid holidays recognized
by the Company.
3.5 Base Salary Adjustments.
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(A) Bonuses: The Company may award an annual bonus to the
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Employee of a maximum of thirty (30%) percent of the then Base Salary. Any
such bonus shall not be added to the Base Salary. Notwithstanding the
foregoing, upon completion of the first year of employment only, the
Employee shall be entitled to a bonus of at least fifteen (15%) percent of
the Base Salary, i.e., Thirty One Thousand Five Hundred ($31,500.00)
Dollars, and up to thirty (30%) percent in accordance with the provisions
of this Subsection (A).
(B) Merit Increases. On the first anniversary date of the
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Effective Date and annually thereafter, the Base Salary may be increased
based on the Company: (i) achieving the quarterly and annual goals and
objectives mutually agreed upon for the Employee's areas of responsibility,
and (ii) the Company achieving the annual financial goals and objectives.
The merit increase, when made, shall be added to the Base Salary.
(C) Stock Option Awards: In addition to the stock option grants
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specified in Article 3.7, the Board may, on an annual basis in its
discretion, grant stock options to the Employee based on: (i) the
Employee's performance and, (ii) the Company progress and attainment of its
business goals and objectives. The granting of the stock options and the
terms and conditions of the
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award (e.g. the number of shares granted and the vesting schedule, shall be
solely within the discretion of the Board of Directors.
3.6 Severance Benefits.
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Notwithstanding anything to the contrary in this Agreement contained,
it is agreed and understood as follows:
(A) Upon the termination of this Agreement by the Company for
other than Cause or by the Employee for Good Reason, as such terms are
defined herein (i) the Company shall then pay the Employee a lump-sum
severance payment equal to one (1) year's then Base Salary and thereafter
for one (1) year fringe benefits to be paid in the usual and customary
manner in accordance with the terms of this Agreement, and (ii) all stock
options granted by the Company to the Employee (whether hereunder or
otherwise) to the extent not previously vested shall thereupon vest.
(B) In the event of death, the Company shall then pay the
Employee's estate a lump-sum severance payment equal to three (3) month's
then Base Salary and thereafter for three (3) month's fringe benefits to be
paid in the usual and customary manner in accordance with the terms of this
Agreement to Employee's family to the same extent as they would benefit if
he were alive, and (ii) all stock options granted by the Company to the
Employee (whether hereunder or otherwise) to the extent not previously
vested shall thereupon vest through the next following vesting date.
(C) In the event of disability, (i) the Company shall continue
until the Company's long-term disability insurance commences the Employee's
Base Salary and fringe benefits to be paid in the usual and customary
manner in accordance with the terms of this Agreement, and (ii) all stock
options granted by the Company to the Employee (whether hereunder or
otherwise) to the extent not previously vested shall thereupon vest through
the next following vesting date.
(D) If the Employee is terminated for Cause or withdraws from the
Company for other than Good Reason then, in any of such cases: (i) the
provisions of Article 3.6(A) (B) and (C) shall not apply, shall be null and
void, and the Employee shall not be entitled to severance payments, and
(ii) the Employee's unvested stock options will cease to vest.
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3.7 Stock Option Grants.
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The Employee is hereby granted an Incentive Stock Option to purchase
up to Eighteen Thousand Seven Hundred Fifty (18,750) Shares of the Company's
Common Stock, and a Non-Qualified Stock Option to purchase Six Thousand Seven
Hundred Fifty (6,750) Shares of the Company's Common Stock (collectively,
"Shares") each at an exercise price of Sixteen ($16.00) Dollars per share (the
"Purchase Price"), in accordance with the terms and conditions of the Company's
Stock Option Plan (the "Plan"), Incentive Stock Option Grant Agreement and
Non-Qualified Stock Option Grant Agreement (collectively, the "Grants"). True
and complete copies of the Plan, the Grants and the Company's most current
audited financial statements have heretofore been delivered to the Employee. The
Company represents that the most current private placement memorandum used by
the Company in connection with the offering of its securities is dated more than
ninety (90) days from the date hereof.
It is understood and agreed that the vesting of the Shares, unless sooner
vested under Article 3.6(A)(B) or (C), shall occur in accordance with the
following schedule:
(i) Two Thousand (2,000) Incentive Stock Options shall vest on
January 1, 2002;
(ii) Four Thousand Two Hundred Fifty (4,250) Shares qualifying as
Incentive Stock Options and Three Thousand Five Hundred Eighty
Three (3,583) non-qualified Shares shall vest on October 1, 2002;
(iii) Six Thousand Two Hundred Fifty (6,250) Shares qualifying as
Incentive Stock Options and One Thousand Five Hundred Eighty
Three (1,583) non-qualified Shares shall vest on October 1, 2003;
and
(iv) Six Thousand Two Hundred Fifty (6,250) Shares and One Thousand
Five Hundred Eighty Four (1,584) non-qualified
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Shares shall vest on September 29, 2004.
Notwithstanding anything to the contrary herein contained, it is
agreed and understood that, in the event the employment is terminated by the
Company without Cause or by the Employee for Good Reason, then all the options
of the Employee (whether granted hereunder or otherwise) not exercised by the
ninetieth (90) day following the date of termination shall automatically with
out any act upon the part of the Company or the Employee be converted to
non-qualified stock options which are exercisable at any time and from time to
time in whole or in part within two (2) years from the date of termination of
employment. Employee shall be entitled to, on a pro rata basis, all registration
and other rights with respect to the sale or other distribution of securities of
the Company obtained upon the exercise of options as may be granted to other
members of management subject to any lock-up, co-sale, tag-along or other
restriction as may be imposed on securities of senior management generally.
3.8 Relocation Expense Reimbursement. The Company and the Employee
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agree that during the first year of the Employment Period, the Employee will not
be required to relocate to the Boston unless mutually agreed. After the first
year of the Employment Period, the Company may require that the Employee
relocate to Boston and if such request is made, the Employee will relocate and
the Company will reimburse the Employee for securing temporary housing until his
oldest son graduates from high school, at which time he will establish a
permanent residency in Boston.
Upon the Employee's permanent relocation, he will be reimbursed for
all of the
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reasonable and customary expenses associated with said relocation provided he
relocates to within a 40 mile radius of the Company's principal executive
office, including:
(i) Up to two points charged by the lender in connection with the
Employee securing a first mortgage on the home;
(ii) Costs of temporary housing for up to a period of three (3)
months;
(iii) Moving expenses associated with the move of household goods and
furnitures;
(iv) Closing costs;
(v) Three house-hunting trips with wife and children, and
(vi) Gross up on non-deductible expenses associated with the
relocation.
Further, in the event that the Employee temporarily relocates to
Boston, the Company will reimburse the Employee for three (3) round trip home
visits per month. At the time of the Employee's permanent relocation, the
Employee's then Base Salary will be increased by five (5%) percent.
Notwithstanding anything to the contrary contained herein and until
such time as the employee and his family shall relocate to Boston, it is
understood and agreed that the Employee shall be entitled to spend a portion of
his business time at home, and that the time that the Employee spends at home
and the time spent at the Company's principal office in Boston shall be
discussed and mutually agreed upon, taking into account the needs and
requirements of the Employee and his family, and the Company's needs and
requirements.
4. EARLY TERMINATION OF PERIOD OF EMPLOYMENT.
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4.1 Employee's Earlier Termination. The Employee shall have the right
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to
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terminate Employee's employment hereunder: (i) without Good Reason, as
hereinafter defined, (e.g. for any reason or no reason whatsoever other than
death, disability or for Good Reason, as hereinafter defined) upon sixty (60)
days prior written notice to the Company and (ii) for Good Reason, immediately
upon, or at any time after, giving written notice of such termination. Further,
and subject to the provisions hereof, Employee's employment with the Company
shall automatically terminate on his death or disability.
4.2 Company's Earlier Termination of Employment. The Company shall
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have the right to terminate Employee's employment hereunder: (i) without Cause
(e.g. for any reason or no reason whatsoever other than death, disability or for
Cause, as hereinafter defined) upon sixty (60) days prior written notice to the
Employee and (ii) for Cause, immediately upon, or at any time after, giving
written notice of such termination.
4.3 Definitions.
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As used herein for "Cause" shall mean the occurrence of any of the
following: (a) the conviction of Employee of any felony, (b) the persistent
willful neglect or dereliction of his duties and responsibilities as set forth
in Article 2 hereof, which persistent willful neglect and dereliction of duties
and responsibilities continues for a period of fifteen (15) days after written
notice is given to the Employee by the Board setting forth in reasonable detail
the state of facts constituting such persistent willful neglect or dereliction
of duties and responsibilities, (c) the breach by the Employee of this Agreement
in any material respect (the failure of the Employee to relocate shall be deemed
material), which breach continues for a period of fifteen (15) days after
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written notice is given to the Employee by the Board setting forth in reasonable
detail the state of facts constituting such breach, or (d) the engaging by the
Employee in fraudulent conduct which is materially detrimental to the Company.
Notwithstanding, Cause shall not include any exercise of business judgment in
good faith. A determination that there is FOR CAUSE termination of the
Employee's employment shall be made by the Board, after notice to Employee and
providing the Employee an opportunity to be heard with counsel, and such
determination shall require that the Board find that there has occurred an event
of the kind described in (a), (b), (c) or (d) above.
As used herein, the term "disability" shall mean the physical or
mental illness or disability of Employee such that, in the good faith and
reasonable judgment of a reputable physician mutually selected by Employee and
the Board, he shall be unable to perform his duties of employment in any
material respect and such inability may reasonably be expected to be permanent
or to continue for a period of at least 120 consecutive business days and at
least a total of 180 business days during any period of twelve consecutive
months.
As used herein, the term "Good Reason" shall mean any of the
following: (A) any action by the Company which results in a material diminution
in Employee's position with the Company as set forth in this Agreement
(including status, offices and titles), authority, duties or responsibilities as
contemplated by this Agreement, excluding for this purpose any isolated,
insubstantial and inadvertent action not taken in bad faith and which is
promptly remedied by the Company; (B) the relocation of the Company's principal
executive offices from the Commonwealth of Massachusetts, or, after the Employee
shall have relocated to Boston, any
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event that causes Employee to have his principal place of work changed to any
location other than the Company's principal executive office; or (C) any failure
by the Company to comply with any of the provisions of this Agreement, other
than any isolated, insubstantial and inadvertent failure not occurring in bad
faith and which is promptly remedied by the Company.
5. NON-COMPETITION.
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5.1 Non-Competition Period. Notwithstanding the fact that the
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Employment Period is "at will", the Employee shall not, directly or indirectly
(including, without limitation, either alone or as a partner, officer, director,
employee, joint venturer or stockholder of, or as a consultant or other
independent contractor to or agent or representative for, any company, business,
individual or other entity), engage in any business activity which is directly
or indirectly in competition with the Company's Business, as hereinafter
defined, at any time during the Employment Period and, provided the Company
shall be in compliance with the provisions of Article 3.6 hereof ,(i) for a
period of two (2) years after termination by the Company for Cause or by the
Employee for other than for Good Reason, of the Employment Period or (ii) for a
period of one (1) year after termination by the Company for other than Cause or
by the Employee for Good Reason, of the Employment Period (the "Post-Employment
Period") (collectively, the Employment Period and the Post-Employment Period are
herein referred to as the "Non-Competition Period"); provided however, that
nothing in this Agreement shall prevent or restrict Employee from owning,
directly or indirectly, not more than five percent of the securities of any
publicly traded company. For purposes of this Agreement, the Company's Business
shall be
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defined to mean the development of a hematopoietic stimulant agent and/or
anti-tumor agents with an immunotherapy oriented mechanism of action.
5.2 Restricted Business Activities. During the Non-Competition Period,
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Employee will not, directly or indirectly:
(a) solicit or request any other employee of or consultant
to the Company to leave the employ of or cease consulting for the Company;
or
(b) solicit or request any other employee of or consultant
to the Company to join the employ of, or begin consulting for, any
individual or entity that researches, develops, markets or sells products
that compete with those of the Company; or
(c) solicit or request any individual or entity that
researches, develops, markets or sells products that compete with those of
the Company, to employ or retain as a consultant any employee or consultant
of the Company; or
(d) divert, directly or indirectly, to any competitor of the
Company, any customer of the Company; or
(e) induce or attempt to induce any supplier or vendor of
the Company to terminate or breach any written or oral agreement or
understanding with the Company.
6. PROPRIETARY RIGHTS.
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6.1 Definitions. For the purposes of this Section 6, the terms set
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forth below shall have the following meanings:
6.1.1 Concepts and Ideas. Those concepts and ideas that become known
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to Employee at any time during the Employee's employment by the Company which
relate to the
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Company's present, past or prospective activities, services and products, all of
which shall remain the sole and exclusive property of the Company. The Employee
shall have no publication rights and all of the same shall belong to the
Company.
6.1.2 Confidential Information. That secret or proprietary information
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of the Company of whatever kind or nature disclosed by the Company to Employee
or obtained by Employee (whether or not invented, discovered or developed by
Employee), at any time during Employee's employment by the Company as a
consequence of or through such employment. Such secret or proprietary
information shall include information relating to the design, manufacture,
application, know-how, research and development relating to the Company's
products, materials, operating and other cost data, price lists and data
relating to pricing of the Company's products. Such secret or proprietary
information shall specifically include, without limitation, all information
contained in the Company's manuals, memoranda, plans, drawings and designs,
specifications, supply sources, customer lists and records legended or otherwise
identified by the Company or the Board as Confidential Information. Such secret
or confidential information shall not include information which: (i) is or
becomes generally available to the public other than as a result of a breach of
this Agreement by the Employee, (ii) becomes available to the Employee from a
source other than the Company, its representatives or agents, (iii) was known to
the Employee prior to receiving the secret or confidential information and can
be so established by written documentary evidence or (iv) is required to be
disclosed by law or regulation.
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6.2 Non-Disclosure to Third Parties. Except as required by Employee's
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duties in the course of his employment by the Company, Employee shall not, at
any time, directly or indirectly, use, publish, disseminate or otherwise
disclose any Confidential Information, Concepts or Ideas relating to the
present, past or prospective business of the Company to any third party without
the prior written consent of the Board which consent may be denied in each
instance and all of the same, together with publication rights, shall belong
exclusively to the Company.
6.3 Documents, etc. All documents, procedural, manuals, guides,
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specifications, plans, drawings, designs and similar materials, lists of
present, past or prospective customers, customer proposals, invitations to
submit proposals, price lists and data relating to the pricing of the Company's
products and services, records, notebooks and similar repositories of or
containing Confidential Information (including all copies thereof) that come
into the Employee's possession or control by reason of Employee's establishment
of or employment by the Company, whether prepared by Employee or others: (a) are
the property of the Company, (b) will not be used by Employee in any way adverse
to the Company (c) will not be removed from the Company's premises (except as
Employee's duties require) and (d) at the termination (for whatever reason), of
Employee's employment by the Company, will be left with, or forthwith returned
by Employee to, the Company.
6.4 Assignment of Inventions. The Employee hereby agrees that he will
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promptly make full written disclosure to the Company, and will hold in trust for
the sole right
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and benefit of the Company, and agrees to assign to the Company or its designee
all of his right, title and interest in and to any and all of the inventions,
original works of authorships, developments, concepts, improvements or trade
secrets, whether or not patentable or registrable under patent, copyright or
similar laws, that the Employee may, solely or jointly, make, develop, conceive
or reduce to practice, or cause to be made, developed, conceived or reduced to
practice, during the Employment Period (collectively, referred to as the
"Inventions").
Employee hereby agrees to assist the Company or its designee at the
Company's expense, in every way to secure the Company's rights in the
Inventions, and executing all applications, specifications, oaths, assignments
and all other instruments that the Company shall deem necessary in order to
apply for and obtain such rights and in order to secure and convey to the
Company and its successors and assigns, the sole and exclusive rights, title and
interests in and to such Inventions, and any copyrights, patents or other
intellectual property rights relating thereto. The Employee agrees that his
obligations to execute or cause to be executed, when it is in his power to do
so, any such instruments or papers will continue after the termination of this
Agreement.
7. EQUITABLE RELIEF. Employee agrees that any breach of Sections 5 and 6
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above by Employee may cause irreparable damage to the Company and that, in the
event of such breach, the Company shall have, in addition to any and all
remedies of law, the right to seek an injunction, specific performance or other
equitable relief to prevent the violation or threatened violation of Employee's
obligations hereunder.
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8. WAIVER. Any waiver by either party of a breach of any provision of this
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Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach of the same or any other provision hereof by such other
party. All waivers shall be in writing.
9. SEVERABILITY; REFORMATION. In case any one or more of the provisions or
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parts of a provision contained in this Agreement shall, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement; and this Agreement shall, to the fullest extent
lawful, be reformed and construed as if such invalid or illegal or unenforceable
provision, or part of a provision, had never been contained herein, and such
provision or part reformed so that it would be valid, legal and enforceable to
the maximum extent possible. Without limiting the foregoing, if any provision
(or part of provision) contained in this Agreement shall for any reason be held
to be excessively broad as to duration, activity or subject, it shall be
construed by limiting and reducing it, so as to be enforceable to the fullest
extent compatible with then existing and applicable law.
10. ASSIGNMENT. Neither party shall have the right to assign his or its
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rights or obligations under this Agreement without the prior written consent of
the other party. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
11. HEADINGS. Headings and sub-headings are for convenience only and shall
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not
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be deemed to be a part of this Agreement.
12. AMENDMENTS. This Agreement may be amended or modified, in whole or in
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part, only by an instrument in writing signed by both parties hereto.
13. NOTICES. Any notices or other communications required hereunder shall
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be in writing and shall be deemed given when delivered in person or when mailed,
by certified or registered first-class mail, postage prepaid, return receipt
requested, or by faxed transmission where the date and time of the transmission
are clearly stated, addressed, if to the Company, at Point Therapeutics, Inc.,
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.,
President and CEO, with a copy to ▇▇▇▇▇ ▇. ▇▇▇▇, Esquire, ▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or, if to the Employee, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or to such other addresses of which a party shall have
notified the others in accordance with the provisions of this Section 13.
14. COUNTERPARTS. This Agreement may be executed in two or more
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counterparts, each of which shall constitute an original and all of which shall
be deemed a single agreement.
15. GOVERNING LAW. This Agreement shall be construed in accordance with and
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governed for all purposes by the laws of the Commonwealth of Massachusetts
applicable to contracts executed and wholly performed within such jurisdiction.
In enforcing such governing laws, any court of competent jurisdiction shall
afford all relief which a Massachusetts court would afford under the
circumstances.
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16. ARBITRATION. In the event of any dispute or disagreement arising out of
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or related to this Agreement, the dispute or disagreement shall be first
negotiated by the parties, in good faith, and the parties shall use their best
efforts to reach a resolution. In the event that the parties are, for whatever
reason, unable to reach a resolution, then, in that event, either party may
refer the matter to the American Arbitration Association for resolution in
accordance with the then applicable rules and regulations of the American
Arbitration Association. The arbitration shall be held in Boston, Massachusetts
before a single arbitrator and the decision of the arbitrator shall be final and
binding upon the parties and the award may be entered in any court of competent
jurisdiction. The cost of the arbitration filing fee and the arbitrator's fee
shall be divided equally between the parties and otherwise, each party shall be
responsible for its own costs and expenses, including attorneys' fees and
disbursements.
17. SURVIVAL. The provisions of this Agreement shall survive the
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termination of the Employee's employment hereunder in accordance with their
terms.
EXECUTED as an instrument under seal as of the date first above written.
POINT THERAPEUTICS, INC. EMPLOYEE:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, M.D.
President & CEO ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Hereunto Duly Authorized ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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