Exhibit 10.13
Employment
Agreement
This Employment Agreement (the
“Agreement”) is made and entered into effective as of
October 16, 2006 (the “Effective Date”) by and
between Innovive Pharmaceuticals, Inc., a Delaware corporation (the
“Company”) and J. Gregory Jester
(“Employee”), a citizen and resident of Connecticut.
This Agreement is being executed contemporaneously with the
Nonsolicitation, Nondisclosure and Developments Agreement attached
hereto as Exhibit A (the “NNDA”).
NOW, THEREFORE, for and in
consideration of the premises and mutual covenants contained
herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the
terms and conditions hereinafter set forth, the parties hereto
enter into this Agreement and agree as follows.
1. DUTIES . Employee shall
perform all assigned duties competently, diligently and efficiently
and shall follow the reasonable and lawful instructions and
directions of the Chief Executive Officer and the Board of
Directors of the Company. Employee shall serve as Chief Financial
Officer of the Company and will be a full-time employee of the
Company and shall devote all of his professional time to his duties
for the Company. Employee further agrees that while employed by the
Company, Employee will not be employed or engaged by any third
party without first obtaining the prior written consent of the
Company.
2. COMPENSATION . The Company
will pay Employee for services rendered hereunder at the rate of
$190,000 per year, less all applicable local, state and federal
taxes and any other deductions required by law or properly
authorized by Employee, payable in accordance with the
Company’s usual payroll practices (the “Base
Pay”), which amount may be increased or decreased from time
to time by the Board of Directors of the Company. The Employee will
be eligible to receive performance-based bonuses up to 50% of his
Base Pay in the discretion of the Board of Directors. In addition,
subject to the terms of a separate stock option agreement between
Employee and the Company (which will include a vesting schedule),
Employee will receive an option (in the form of an incentive stock
option if permitted by law) to purchase 90,000 shares of the
Company’s common stock at an exercise price of $3.96 per
share.
3. OTHER BENEFITS . Employee
may participate in any of the Company’s benefit plans or
programs available to similarly situated employees, provided,
however, that Employee’s participation is subject to the
applicable terms, conditions and eligibility requirements of any
such plans and programs, as they may exist from time to
time.
4. RESTRICTIVE COVENANTS
.
(a) Employee agrees that, while
employed or retained by the Company in any capacity and for a
period of one (1) year following the termination of
Employee’s employment relationship with the Company, by
either party for any reason whatsoever, Employee shall not, without
the prior written consent of the Board of Directors, directly or
indirectly, alone or as a partner, joint venturer, officer,
director, employee, consultant, agent, independent contractor or
stockholder of any company or business, engage in any business
activity that directly or indirectly competes with the Company, in
any position that is substantially similar to the position Employee
held with the Company ( i.e. , a “C-level”
position) or in any position in which Employee’s use or
disclosure of the Company’s confidential information or trade
secrets would benefit Employee or a third party employing or
engaging Employee. Employee agrees that the foregoing restriction
applies throughout the United States, but applies only to any
products or services being developed, marketed, distributed, sold
or otherwise provided by the Company
in the pharmaceutical field. Employee’s
ownership of not more than one percent (1%) of the shares of
stock of any corporation having a class of equity securities
actively traded on a national securities exchange or on the Nasdaq
Stock Market shall not be deemed, in and of itself, to violate the
prohibitions of this paragraph.
(b) Employee acknowledges that the
nature of the Company’s business and the services he renders
to the Company are such that it would be unfair to permit him to
perform services for or otherwise engage in any competing business
during the period specified in Section 4(a) regardless of the
location in the United States. Employee acknowledges and agrees
that the time and territory of the restrictive covenants contained
in
