Exhibit 10.1
INCENTIVE BONUS AGREEMENT
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THIS INCENTIVE BONUS AGREEMENT (the "Agreement"), made this day of
[ ], 2003 (the "Effective Date") is entered into by CollaGenex
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and [ ]
(the "Executive").
WHEREAS, the Company wishes to provide the Executive with additional
incentive during the term of this agreement, in order to fully develop growth
opportunities available to the Company; and
WHEREAS, the Executive desires to remain with the Company and to advance
the Company's position in the marketplace;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
1. TERM. The term of this Agreement shall be from the Effective Date
through the first anniversary thereof (the "Term"). Thereafter (so long as all
payments required hereunder, if any, have been made), this Agreement will be of
no force or effect.
2. TITLE; CAPACITY. The Executive shall continue to serve in the position
of Senior Vice President, Sales and Marketing or such other position reasonably
commensurate therewith during the term hereof and shall devote substantially all
of his working time, energy and skill to the business of the Company in order to
perform his duties faithfully and diligently.
3. INCENTIVE BONUS. In addition to any other compensation and benefits the
Executive is eligible for as a result of his employment with the Company, the
Company agrees to provide the Executive with an incentive bonus (the "Incentive
Bonus") on the following terms:
(a) The Incentive Bonus shall be equal to twelve months of the Executive's
base salary on the Effective Date (a sum of $238,680.00).
(b) The Incentive Bonus shall be payable if, and only if:
(i) The Executive remains actively employed with the Company
throughout the duration of the Term of this Agreement and continues to be
employed on the first anniversary of the Effective Date; or
(ii) The Company terminates the Executive's employment without
"Cause" (as defined in subsection (e)) prior to the first anniversary of
the Effective Date.
(c) No Incentive Bonus (nor any portion thereof) shall be payable if the
Employee leaves employment with the Company during the Term for a reason other
than a termination by the Company without Cause.
(d) The Incentive Bonus, if earned, shall be payable in a lump sum on or
before the thirtieth (30th) day following the expiration of the Term.
(e) "Cause", as used herein, shall be determined in good faith by the
Board after a finding of one of the following:
(i) Failure of the Employee to perform his assigned duties for the
Company or to follow Company policies and procedures;
(ii) The Employee's commission of dishonesty, gross negligence or
misconduct, in connection with the Employee's responsibilities in his
position with the Company;
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(iii) The Employee's commission of any act or conduct that subjects
the Company to public disrespect or ridicule or injures the reputation of
the Company;
(iv) Breach of the Employee's non-compete obligations, or his duty
of confidentiality or duty of loyalty to the Company; or
(v) The conviction of the Employee of, or the entry of a pleading of
guilty or nolo contendere by the Employee to, any crime involving moral
turpitude or any felony;
4. AMENDMENT. This Agreement may be amended or modified only by a written
instrument executed by both a properly authorized executive officer or director
of the Company and the Executive.
5. GOVERNING LAW AND JURISDICTION. This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the Commonwealth of
Pennsylvania. The parties agree that any disputes arising under this Agreement
or otherwise related to the employment of the Executive by the Company shall be
brought exclusively in the state and federal courts located in the Commonwealth
of Pennsylvania and the parties hereby waive the defense of lack of personal
6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one in the same Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.
COLLAGENEX PHARMACEUTICALS, INC. EXECUTIVE
By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
Dated: Dated:
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