CORNERSTONE BIOPHARMA,
INC.
AGREEMENT REGARDING EMPLOYMENT,
EMPLOYEE DUTIES, OWNERSHIP
OF EMPLOYEE DEVELOPMENTS, AND CONFIDENTIALITY
This EMPLOYMENT
AGREEMENT (“Agreement”), dated as of March 3,
2008, is entered into by and between Cornerstone BioPharma, Inc.
and/or its affiliates (“Cornerstone” or
“Company”), a Nevada corporation with offices at 2000
Regency Parkway, Suite 255, Cary, North Carolina 27511 and
George Esgro (“Employee”).
WHEREAS, Employee
is presently employed by Cornerstone, and
WHEREAS,
Cornerstone desires to secure the continued services and employment
of the Employee, and the Employee is willing to render such
services on the terms and conditions set forth herein;
NOW THEREFORE, in
consideration of the mutual covenants contained herein, the parties
hereto agree as follows, effective as of the Consummation
Date:
In consideration
of the Recitals (which are incorporated herein) and the mutual
covenants in this Agreement, the parties agree as
follows:
1. Definitions.
For the purpose of this Agreement, the terms used as headings in
this Section 1, and parenthetically defined elsewhere in this
Agreement, shall have the indicated meanings and may be used in the
singular or plural.
“Affiliate.”
Any business entity controlled by, controlling, or under common
control or in joint venture with, the Company.
“Confidential
Information.” All confidential and proprietary information of
the Company and its Affiliates, in whatever form, tangible or
intangible, not otherwise publicly disclosed or generally available
(other than as a result of a wrongful disclosure by the Employee),
whether or not discovered or developed by the Employee, including
information entrusted to the Company and/or its Affiliates by
others. Without limiting the generality of the foregoing,
Confidential Information shall include but shall not be limited to:
(a) customer lists, lists of potential customers and details
of agreements with customers; (b) acquisition, expansion,
marketing, financial and other business information and plans of
the Company or any of its Affiliates; (c) research and development;
(d) data concerning usage of prescription drugs and any other
data compiled by the Company or any of its Affiliates;
(e) computer programs; (f) sources of supply; (g)
identity of specialized consultants and contractors and
Confidential Information developed by them for the Company or any
of its Affiliates; (h) purchasing, operating and other cost
data; (i) special customer needs, cost and pricing data;
(j) employee information (including, but not limited to,
personnel, payroll, compensation and benefit data and plans); and
(k) patient records and data, including all such information
recorded in manuals, memoranda, projections, minutes,
plans,
drawings, designs, formula books, specifications, computer programs
and records, whether or not legended or otherwise identified by the
Company or any of its Affiliates as Confidential Information, as
well as such information that is the subject of meetings and
discussions and not recorded.
“Developments.”
All data, discoveries, findings, reports, designs, inventions,
improvements, methods, practices, techniques, developments,
programs (computer or otherwise), formulas, plans, concepts, and
ideas, whether or not patentable, relating to the present and
planned future activities and the Products and Services of the
Company or any of its Affiliates.
“Products
and Services.” All products or services sold, rented, leased,
rendered or otherwise made available to customers by the Company or
any of its Affiliates, as well as products and services in any
stage of development by the Company or any of its Affiliates,
although not yet commercialized or not generally
available.
“Territory.”
The United States of America, its territories and possessions and
other jurisdictions outside the United States where the company
does business.
2.1
Your employment is for an indefinite term and is terminable by
either You or the Company at any time, with or without cause.
Cornerstone requests as a courtesy, that two weeks notice be given
by You in advance of any termination by You of employment.
Cornerstone reserves the absolute right to make any changes in
assignment, personnel, or employee benefits at any time. No
representative of Cornerstone has any authority to make any
contrary inconsistent statements concerning the term of your
employment, or to alter the at will employment relationship, except
the President or Chief Executive Officer of Cornerstone, and only
then in a written agreement.
a. You
agree not to work for any competitive enterprise during your
employment with Cornerstone, including after hours, on weekends, or
during vacation time, even if only organizational assistance or
limited consultation is involved.
b. You
agree that Cornerstone strictly forbids the unauthorized use of
proprietary data owned by another enterprise and that if you become
aware of such unauthorized use, you will immediately report it to
your supervisor.
c. You
also agree not to accept any materials from anyone that could
violate the Computer Fraud and Abuse Act as set forth in Title 18,
U.S.C. § 1030.
2.2
Change in Control. If any change in control occurs, it is
understood that any unvested rights in Company stock, stock
options, benefits or otherwise that are currently unvested and
would have become vested through the passage of time shall
immediately vest. A change in control is defined as the transfer of
greater than 50% of the common ownership of the group to an
unrelated third party.
3. Expenses.
Pursuant to the Company’s customary policies in force at the
time of payment, the Executive shall be promptly reimbursed,
against presentation of vouchers or
receipts
therefor, for all expenses properly and reasonably incurred by him
on behalf of the Company and its Affiliates in the performance of
his duties hereunder.
4.1
By the Company for Cause. Upon written notice, the Company may
discharge the Employee and terminate this Agreement for Cause. As
used in this Section 4, Cause shall mean any one or more than
one of the following: (i) an act or acts of personal
dishonesty or misrepresentation taken by the Employee and intended
to result in substantial personal enrichment of the Employee at the
expense of the Company; (ii) repeated violations by the
Employee of the Employee’s obligations under this Agreement
which are demonstrably willful and deliberate on the
Executive’s part and which are not remedied within thirty
(30) days after receipt of notice from the Company, or (iii)
the conviction of the Employee of a felony.
4.2
By the Company Without Cause or By the Employee for Good Reason.
The Company on written notice to the Employee may discharge the
Employee and terminate this Agreement without Cause at any
time.
4.3
Death. This Agreement shall terminate forthwith upon the death of
the Employee.
5. Developments,
Confidential Information and Related Matters.
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