EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is made and entered as of
December 3, 2007 between Advanced Viral Research Corp., a
Delaware corporation (“Employer”), and Dallas E.
Hughes, an individual (“Employee”).
R
E C I T A L S
WHEREAS, Employer and Employee desire
to enter into this Agreement to memorialize the employment
relationship between Employer and Employee.
NOW, THEREFORE, in consideration of
the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto mutually agree as
follows:
1.
TERM. This Agreement shall be for an initial term of one
(1) year, commencing as of December 3, 2007 (the
“Effective Date”) and ending on December 2, 2008,
unless terminated earlier as provided herein (the “Initial
Term”), and thereafter will govern Employee’s continued
employment by Employer until that employment ceases (such period of
Employee’s employment is herein referred to as the
“Term”).
2.
DUTIES .
2.1. In General . Upon the
terms and subject to the conditions of this Agreement, Employer
hereby employs Employee and Employee hereby accepts such employment
with Employer for the term of this Agreement as Vice President
Research of Employer. Employee shall have the following duties:
(i) development of Employer’s scientific and
intellectual property assets, including the chemical compounds
identified as CTK000147, CTK000168 and AVR118, as well as other
similar projects in which Employer may have an interest from time
to time; and (ii) such other services commensurate with
Employee’s position as the President of Employer, in his
discretion, shall reasonably request from time to time in
connection with the Employer’s business and communicated to
Employee (the “Duties”). During the term of this
Agreement and subject to Section 2.3 below, Employee shall
devote substantially all of his attention, skill and efforts during
normal business hours to the faithful performance of the
Duties.
2.2. Place of Performance . So
long as Employer has offices/laboratory space in Boston,
Massachusetts, the Duties shall be performed in Boston,
Massachusetts, except for such travel in the ordinary course of
Employer’s business as may from time to time be reasonably
required. If Employer does not have offices/laboratory space in
Boston, Massachusetts, the Duties shall be performed in Yonkers,
New York, except for such travel in the ordinary course of
Employer’s business as may from time to time be reasonably
required.
2.3. Other Activities .
Employee shall not, without the approval of the President of
Employer, render services of a business nature to any other person
or entity, if such activities would interfere with the performance
of Employee’s Duties as required under this Agreement or
otherwise prevent Employee from devoting substantially all of his
attention, skill and efforts during normal business hours to the
performance of Employee’s Duties as required under this
Agreement. Subject to the foregoing limitations, the following
activities shall be deemed to be permissible: (i) owning or
managing real or personal property owned by Employee or his family
members; (ii) owning or managing any business which does not
compete, directly or indirectly, with the Business (as defined
below); and (iii) holding directorships or similar positions
in any organization which are approved by the Board of Directors of
Employer (the “Board”). “Business” shall
mean any business that is developing, manufacturing and/or
distributing pharmaceutical products which exhibit substantially
similar biological mechanisms of action as Employer’s
products in the clinical indications pursued by Employer.
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3.
COMPENSATION AND OTHER BENEFITS .
3.1. Compensation and Employee
Benefit Plans . For all services rendered by Employee in any
capacity during his employment under this Agreement (including any
renewals hereof), Employer shall pay to Employee as compensation
the sum of the amounts set forth in the following subparagraphs
(a) and (b).
(a)
Base Salary . Commencing upon the Effective Date, Employee
shall be paid the sum of Two Hundred Thousand Dollars ($200,000) on
an annualized basis (the “Base Salary”), which amount
shall be paid in accordance with Employer’s customary payroll
practices. The Base Salary shall be reviewed on an annual basis by
the Board and may be increased from time to time by the
Board.
(b)
Benefit Plans . During the term of Employee’s
employment with Employer, Employee shall be entitled to participate
in all cash and non-cash incentive compensation, bonus, equity,
savings and retirement plans, practices, policies and programs
applicable generally to other executives of Employer, and Employee
shall be eligible for participation in and shall receive all
benefits under, welfare benefit plans, practices, policies and
programs applicable generally to other executives of Employer,
including but not limited to comprehensive medical and dental
coverage, disability and basic and supplemental life
insurance.
3.2. Business Expenses .
Employee shall be reimbursed for reasonable expenses related to
maintenance of professional licenses, membership in professional
societies, reasonable entertainment, travel, and similar items, in
each case, subject to Employer’s prior written approval in
accordance with Employer’s policies, practices and
procedures.
3.3. Vacation . Employee will
be entitled to three (3) weeks paid vacation annually or such
other time as authorized by the Board of Directors during which
time his compensation shall be paid in full.
4.
TERMINATION OF EMPLOYMENT .
4.1. Termination by Employer for
Cause . Employer may terminate Employee for “Cause”
at any time upon notice to Employee. As used herein, the term
“Cause” shall mean:
(a) Employee’s
material breach of any provision of this Agreement; provided,
however, that in the event Employer believes that this Agreement
has been breached, it shall provide Employee with written notice of
such breach and provide Employee with a thirty (30) day period
in which to cure or remedy such breach. For the avoidance of doubt,
it shall constitute a material breach of this Agreement if Employee
fails to perform his Duties hereunder by way of intentional neglect
or chronic absenteeism (excluding Disability);
(b) The
commission by Employee of a crime, or an act of fraud or dishonesty
against Employer, its subsidiaries or affiliates; or
(c) The
use by Employee of an illegal substance, including, but not limited
to, marijuana, cocaine, heroin, and all other illegal substances,
and/or the dependence by Employee upon the use of alcohol, which,
in any case, in the opinion of both Employee’s family
physician and a physician chosen by Employer, materially impairs
Employee’s ability to perform his Duties hereunder, which
dependence is not cured or rehabilitated, as determined by
Employee’s physician, within three (3) months of receipt
of written notice from Employer to Employee.
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4.2. Termination Upon Death or
Disability . This Agreement shall terminate upon the death or
the Disability (as defined below) of Employee. Employee or his
heirs or estate (as the case may be) shall be entitled to the
compensation provided for with respect to a termination by death or
Disability in this Agreement. As used in this Agreement, the term
“Disability” means (A) Employee’s incapacity due
to a permanent mental or physical illness that prevents Employee
from performing his duties hereunder for 26 consecutive weeks or
(B) a physical condition that renders the performance by
Employee of his duties hereunder a serious threat to the health and
well being of Employee. Disability shall be determined by a
physician selected by Employee (or his legal representative) and
reasonably acceptable to Employer.
4.3. Payments Upon Termination
. If Employee’s employment is terminated pursuant to
Sections 4.1 or 4.2 hereof, then Employee shall be entitled
to: (1) the Base Salary pursuant to Section 3.1(a) earned
through the date of termination; and (2) all applicable
reimbursements from Employer due under Section 3.2
hereof.
4.4. Termination without Cause or
Resignation for Good Reason . If Employer terminates Employee
without Cause or Employee resigns for “Good Reason” (as
defined below) at any time, Employee shall be entitled to:
(a) the
Base Salary pursuant to Section 3.1(a) earned through the date
of termination or resignation;
(b) payment
for all unused vacation and personal days accrued through the date
of termination or resignation;
(c) all
applicable reimbursements from Employer due under Section 3.2
hereof;
(d) monthly
severance payments equal to one-twelfth of the Base Salary as of
the date of such termination or resignation through the scheduled
expiration of the Initial Term; and
(e) waiver
of the applicable premium otherwise payable for COBRA continuation
coverage for Employee (and, to the extent covered immediately prior
to the date of Employee’s termination, his spouse and
dependents) the scheduled expiration of the Initial Term.
“Good Reason” shall mean any of the following, without
Employee’s prior consent: (i) a material, adverse change
in title, authority or duties (including the assignment of duties
materially inconsistent with the executive’s position),
(ii) a reduction in Base Salary, or (iii) a relocation of
Employee’s principal worksite more than 50 miles.
4.5. Termination of
Obligations . Upon the resignation of Employee or termination
of Employee’s employment in accordance with the provisions of
this Section 4, all obligations of Employee and Employer
hereunder shall be terminated except as otherwise provided
herein.
4.6. Resignation . Any
termination of employment under this Agreement, whether or not
voluntary, will automatically constitute a resignation of Employee
as an officer of Employer and all subsidiaries of Employer, and if
requested to do so by Employer’s Board of Directors, Employee
shall resign as a member of the Board of Directors of Employer and
all subsidiaries of Employer; provided, however, that Employee
shall execute such resignation document
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