ADVANCED LIFE SCIENCES, INC. ANNUAL BONUS PLAN

 

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                                                                   Exhibit 10.18

 

                          ADVANCED LIFE SCIENCES, INC.

                                ANNUAL BONUS PLAN

 

     Advanced Life Sciences, Inc. (the "Company") has adopted the Advanced Life

Sciences, Inc. Annual Bonus Plan (the "Plan") to provide for the payment of

incentive compensation to certain employees of the Company and its Affiliates

for superior performance. The purpose of the Plan is to align the goals of those

employees participating in the Plan with the business goals and objectives of

the Company and to provide these employees with financial incentives to attain,

and to reward these employees for meeting, pre-established goals and objectives.

 

1.   DEFINITIONS

 

     For purposes of the Plan, the following terms shall have the following

definitions:

 

     1.1    "Affiliate" means any parent, subsidiary or other entity that

(directly or indirectly) is controlled by, or controls, the Company.

 

     1.2    "Base Salary" means a Participant's annual base salary rate for the

Performance Period.

 

     1.3    "Board" means the Board of Directors of the Company.

 

     1.4    "Cause" has the meaning set forth in any employment, consulting, or

other written agreement between a Participant and the Company or an Affiliate.

If there is no employment, consulting, or other written agreement between the

Participant and the Company or an Affiliate, or if such agreement does not

define "Cause," then "Cause" shall mean any of the following, as determined by

the Committee in its discretion: (a) conviction of, or plea of guilty or NOLO

CONTENDERE to, any criminal violation involving dishonesty or fraud; (b)

engagement in conduct that is injurious to the Company or an Affiliate; (c)

engagement in any act of dishonesty or misconduct that results in damage to the

Company or an Affiliate or their business or reputation or that the Committee

determines to adversely affect the value, reliability or performance of the

Participant to the Company or an Affiliate; (d) refusal or failure to

substantially comply with the human resources rules, policies, directions and/or

restrictions of the Company or an Affiliate relating to harassment and/or

discrimination, or with compliance or risk management rules, policies,

directions and/or restrictions; (e) unauthorized use or disclosure of

confidential information or other trade secrets of the Company or an Affiliate;

(f) loss of any license or registration that is necessary for the Participant to

perform his or her duties to the Company or an Affiliate, or commission of any

act that could result in the legal disqualification of the Participant from

being employed by the Company or an Affiliate; (g) failure to cooperate with the

Company or an Affiliate in any internal investigation or administrative,

regulatory or judicial proceeding; or (h) continuous failure by the Participant

to perform his or her duties to the Company or an Affiliate (including any

sustained and unexcused absence of the Participant from the performance of such

duties, which absence has not been certified in writing as due to physical or

mental illness or disability), after a written demand for performance has been

delivered to the Participant identifying the manner in which the Participant has

failed to substantially perform such duties. The application of any part of the

definition of "Cause" set forth in clauses (a) through (h) above to a

Participant shall not preclude or prevent the reliance by the Committee on any

other part of the definition that also may be applicable. In addition, the

Participant's Service

 

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shall be deemed to have terminated for Cause if, after the Participant's Service

has terminated, facts and circumstances are discovered that would have justified

a termination for Cause.

 

     1.5    "Change in Control" means the occurrence of any one or more of the

following:

 

            (a)   Any "person" (as such term is defined in Section 3(a)(9) of

     the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the

     Exchange Act), including a "group" (as defined in Section 13(d)(3) of the

     Exchange Act), other than (i) the Company, (ii) any wholly-owned subsidiary

     of the Company, (iii) any employee benefit plan (or related trust)

     sponsored or maintained by the Company or any Affiliate, or (iv) a

     Permitted Holder, becomes a "beneficial owner" (as defined in Rule 13d-3

     under the Exchange Act), directly or indirectly, of securities of the

     Company having fifty percent (50%) or more of the combined voting power of

     the then-outstanding securities of the Company that may be cast for the

     election of directors of the Company (other than as a result of an issuance

     of securities initiated by the Company in the ordinary course of business)

     (the "Company Voting Securities"); provided, however, that the event

     described in this Section 1.5 (a) shall not be deemed to be a Change in

     Control by virtue of any underwriter temporarily holding securities

     pursuant to an offering of such securities;

 

            (b)   During any period of two consecutive years, individuals who at

     the beginning of any such period constitute the Board (the "Incumbent

     Directors") cease for any reason to constitute at least a majority of the

     Board, unless the election, or the nomination for election by the

     stockholders of the Company, of each new director of the Company during

     such period was approved by a vote of at least two-thirds of the Incumbent

     Directors then still in office;

 

            (c)   As the result of, or in connection with, any cash tender or

     exchange offer, merger or other business combination, sale of all or

     substantially all of the Company's assets or contested election, or any

     combination of the foregoing transactions, less than a majority of the

     combined voting power of the then-outstanding securities of the Company or

     any successor corporation or entity entitled to vote generally in the

     election of the directors of the Company or such other corporation or

     entity after such transaction is held in the aggregate by the holders of

     the securities of the Company entitled to vote generally in the election of

     directors of the Company immediately prior to such transaction; or

 

            (d)   The stockholders of the Company approve a plan of complete

     liquidation or dissolution of the Company.

 

     Notwithstanding the foregoing, a Change in Control shall not be deemed to

occur solely because any person acquires beneficial ownership of more than fifty

percent (50%) of the Company Voting Securities as a result of the acquisition of

Company Voting Securities by the Company which reduces the number of Company

Voting Securities outstanding; provided, however, that if after such acquisition

by the Company such person becomes the beneficial owner of additional Company

Voting Securities that increases the percentage of outstanding Company Voting

Securities beneficially owned by such person, a Change in Control transaction

shall then occur.

 

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