Execution
Copy
Exhibit 10.21.1
Executive Employment
Agreement
EMPLOYMENT AGREEMENT (the "Agreement") made as of
February 1, 2008 between ARIAD Pharmaceuticals, Inc. (the
"Company") a Delaware corporation, and Raymond T. Keane, Esq. (the
"Employee").
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Employment,
Duties and Acceptance .
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1.1 The
Company hereby employs the Employee, for the Term (as hereinafter
defined), to render full-time services to the Company, and to
perform such duties, as the Chief Executive Officer of the Company
shall reasonably direct him to perform. The Employee's
title shall be designated by the Chief Executive Officer and
initially shall be Vice President, General Counsel, and Chief
Compliance Officer.
1.2
The Employee hereby accepts such employment and agrees to render
the services described above.
1.3 The
principal place of employment of the Employee hereunder shall be in
the greater Boston, Massachusetts area, or other locations
reasonably acceptable to the Employee. The Employee
acknowledges that for limited periods of time he may be required to
provide services to the Company outside of the Boston,
Massachusetts area.
1.4 Notwithstanding
anything to the contrary herein, although the Employee shall
provide services as a full-time employee, it is understood that the
Employee may (a) have an academic appointment and (b) participate
in professional activities (collectively, "Permitted Activities');
provided , however , that such Permitted Activities
do not interfere with the Employee's duties to the
Company.
1.5 The
Employee represents and affirms that he does not have any other
contractual obligations to any other person or entity that would
prohibit or limit his employment with the Company, except for the
duty not to use or disclose another entity’s confidential
information without authorization. Employee further
acknowledges that the Company instructs him not to bring with him,
use or disclose in the course of his employment any confidential
information belonging to another person or entity, without that
person or entity’s express authorization.
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The term of the Employee's employment under this
Agreement (the "Term") shall commence on April 14, 2008 (the
"Effective Date"), or such other date mutually agreed upon by the
parties, and shall end on December 31, 2010, unless sooner
terminated pursuant to Section 4 or 5 of this Agreement;
provided , however , that this Agreement shall
automatically be renewed for successive one-year terms (the Term
and, if the period of employment is so renewed, such additional
period(s) of employment are collectively referred to herein as the
"Term") unless terminated by written notice given by either party
to the other at least ninety (90) days prior to the end of the
applicable Term.
3.1
As full compensation for all services to be rendered pursuant to
this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $320,000 per annum during the
first year of the Term and increased each year, by amounts, if any,
to be determined by the Board of Directors of the Company (the
"Board"), in its sole discretion, payable in equal biweekly
installments, less such deductions or amounts to be withheld as
shall be required by applicable law and regulations.
3.2
Each year, Employee shall be eligible to receive a discretionary
bonus of up to 30% of base salary, which bonus shall be determined
annually by the Board. The bonus, if any, may be paid in
the form of stock options, restricted stock awards or units,
deferred compensation or cash, as determined by the
Board.
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3.3
The Company shall pay or reimburse the Employee for all reasonable
expenses actually incurred or paid by him during the Term in the
performance of his services under this Agreement, upon presentation
of expense statements or vouchers or such other supporting
information as it may require.
3.4
The Employee shall be eligible under any incentive plan, stock
award plan, bonus, deferred or extra compensation plan, pension,
group health, disability, long-term care, and life insurance or
other so-called "fringe" benefits which the Company provides for
its executives at the comparable level. All stock
options and restricted stock awards or units granted to the
Employee shall be subject to a vesting schedule which shall be
determined by the Compensation Committee of the
Board. The stock options and restricted stock awards or
units, if any, granted to the Employee shall also be subject to the
terms of the Company’s long-term incentive plan and
certificates. Any unvested stock options or restricted
stock awards or units subject to repurchase shall be forfeited to
the Company in the event (a) this Agreement is terminated by the
Company for Cause pursuant to Section 4 herein, or (b) either party
elects not to renew this Agreement pursuant to Section 2
herein.
3.5 The
Company shall grant the Employee an option to purchase 80,000
shares of the Company's Common Stock at the fair
market value on the date of the Board's approval of the
grant. The Employee agrees that all such options shall
be subject to a four-year vesting schedule, vesting in equal
increments of 25% on each anniversary of their
issuance. Any unvested options shall be forfeited to the
Company in the event (a) this Agreement is terminated by the
Company for Cause pursuant to Section 4 herein, or (b) either party
elects not to renew this Agreement pursuant to Section 2
herein.
4.
Termination by the Company.
The Company may terminate this Agreement, if any
one or more of the following shall occur:
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(a) The
Employee shall die during the Term; provided ,
however , the Employee's legal representatives shall be
entitled to receive the compensation provided for hereunder to the
last day of the month in which his death occurs.
(b)
The Employee shall become physically or mentally disabled, whether
totally or partially, so that he is unable substantially to perform
his services hereunder for (i) a period of one-hundred eighty (180)
consecutive days, or (ii) for shorter periods
aggregating one-hundred eighty (180) days during any twelve (12)
month period.
(c) The Employee
acts, or fails to act, in a manner that provides Cause for
termination. For purposes of this Agreement, the term
"Cause" means (i) the failure by the Employee to perform any of his
material duties hereunder, (ii) the conviction of the Employee of
any felony involving moral turpitude, (iii) any acts of fraud or
embezzlement by the Employee involving the Company or any of its
Affiliates, (iv) violation of any federal, state or local law, or
administrative regulation related to the business of the Company,
(v) conduct that could result in publicity reflecting unfavorably
on the Company in a material way, (vi) failure to comply with the
written policies of the Company, or (vii) a material breach of the
terms of this Agreement by the Employee (including, without
limitation, actions taken by the Employee which create a conflict
of interest for Employee between the Company or any of its
Affiliates and a competitor). If the conduct
constituting Cause hereunder is susceptible to cure, the Company
shall provide the Employee written notice of termination pursuant
to this Section 4, and Employee shall have thirty (30) days to cure
or remedy such failure or breach, in which case this Agreement
shall not be terminated. If the conduct is not susceptible to cure,
this Agreement shall terminate upon written notice by the
Company.
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5.
Termination by the Employee .
5.1 The Employee may terminate this Agreement, if
any one or more of the following shall occur:
(a)
a material breach of the terms of this Agreement by the Company and
such breach continues for thirty (30) days after the Employee gives
the Company written notice of such breach;
(b)
the Company shall make a general assignment for benefit of
creditors; or any proceeding shall be instituted by the Company
seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under law
relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking entry of an order for relief or the appointment
of a receiver, trustee, or other similar official for it or for any
substantial part of its property or the Company shall take any
corporate action to authorize any of the actions set forth above in
this subsection 5(b);
(c)
an involuntary petition shall be filed or an action or proceeding
otherwise commenced against the Company seeking reorganization,
arrangement or readjustment of the Company's debts or for any other
relief under the Federal Bankruptcy Code, as amended, or under any
other bankruptcy or insolvency act or law, state or federal, now or
hereafter existing and remain undismissed or unstayed for a period
of thirty (30) days;
(d)
a receiver, assignee, liquidator, trustee or similar officer for
the Company or for all or any part of its property shall be
appointed involuntarily; or,
(e) a
Change in Control as defined in Section 14.
6.1
If (i) the Company terminates this Agreement without Cause or (ii)
the Employee terminates this Agreement pursuant to Section 5.1(a),
then: (1) except in the case of death or disability, the Company
shall continue to pay Employee his then-current salary for the
remaining period of the applicable Term; (2) all stock options
granted pursuant to this Agreement that would have vested during
the Term shall vest immediately prior to such termination; and (3)
the Company shall continue to provide all benefits subject to COBRA
at its expense for up to one (1) year.
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6.2 In the event of a consummation of a
Change in Control of the Company, and if the Employee gives notice
of termination within ninety (90) days after such occurrence, then
(i) all stock, stock options, restricted stock awards or units, and
similar equity rights granted to the Employee shall immediately
vest and remain fully exercisable through their original term with
all rights; and (ii) the Company shall continue to pay the Employee
his then-current salary for the shorter of (a) six (6) months, or
(b) the remaining period of the applicable Term.
In addition to all other benefits contained
herein, the Employee shall be entitled to:
(a) Relocation
expenses for the Employee, consisting of (i) all reasonable direct
out-of-pocket costs of transporting the Employee, the
Employee’s immediate family, and the Employee's household
items from the Employee's current residence in New Jersey to a new
residence in the greater Boston, Massachusetts area; (ii)
reasonable travel and lodging to visit the greater Boston,
Massachusetts area to search for a new residence; (iii) reasonable
costs of rent and primary services associated with temporary
housing at an approved location in the greater Boston,
Massachusetts area for a maximum period of six (6) months or until
he finds a suitable residence, if earlier, (iv) reasonable costs of
travel between his current residence and Boston, Massachusetts
during the time he is living in temporary housing for a maximum
period of six (6) months, (v) except as described in the next
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