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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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Further
notwithstanding the foregoing, unless a majority of the
Incumbent
Directors determines otherwise, no Change
in Control shall be deemed to have
occurred with respect to a particular
Participant if the Change in Control
results from actions or events in which
such Participant is a participant in a
capacity other than solely as an officer,
employee or director of the Company or
an Affiliate.
1.6 "Committee" means the
Compensation Committee of the Board.
1.7 "Company" means
Advanced Life Sciences, Inc., an Illinois
corporation, and any successor thereto.
1.8 "Disability" has the
meaning set forth in any employment,
consulting, or other written agreement
between the 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 "Disability,"
then "Disability" will mean (a)
long-term disability as defined under the
long-term disability plan of the
Company or an Affiliate that covers the
Participant, (b) if the Participant is
not covered by such a long-term disability
plan, dis
