Exhibit 10.2
EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made and entered into
effective as of April 3, 2007 by and between Osteologix, Inc., a
Delaware corporation (the “Company”), and
Mr. Philip J. Young (the “Executive”).
In consideration of the mutual promises, terms,
provisions and conditions set forth in this Agreement, the parties
hereby agree as follows:
1.
Employment
. Subject to the terms and
conditions set forth in this Agreement, the Company hereby offers
and the Executive hereby accepts employment.
2.
Term . Subject to earlier termination as hereafter
provided, the Executive’s employment hereunder shall be for a
term of one (1) year (the “Initial Term”), commencing
effective as of May 1, 2007 (the “Effective Date”);
provided, however , that the Initial Term shall
automatically be extended for successive one year periods on each
anniversary of the Effective Date (each, a “Renewal
Period”, and together with the Initial Term, the
“Term”) unless written notice is given by either the
Company or Executive no later than 60 days prior to the end of a
Renewal Term that such party does not wish to extend the Term of
this Agreement. The Term of this Agreement is hereafter referred to
as “the term of this Agreement” or “the term
hereof.”
3.
Capacity and Performance;
Location .
(a)
During the term hereof, the
Executive shall serve as the President and Chief Executive Officer
of the Company. In addition, and without further compensation, the
Executive shall serve as a director of the Company to the extent
elected or appointed from time to time.
(b)
During the term hereof, the
Executive shall be employed by the Company on a full-time basis,
shall have all powers and duties consistent with his position,
subject to the direction and control of the Company’s Board
of Directors (the “Board”), and shall perform such
other duties and responsibilities on behalf of the Company as may
reasonably be designated from time to time by the Board. The
Executive shall require the approval of the Board to pursue or
enter into any transaction or group of related transactions that
are not in the ordinary course of business and would be material to
the Company.
(c)
During the term hereof, the
Executive shall devote substantially all of his full business time
and his best efforts, business judgment, skill and knowledge to the
advancement of the business and interests of the Company and to the
discharge of his duties and responsibilities hereunder. The
Executive shall comply with all written policies of the Company in
effect from time to time and shall observe and implement those
resolutions and directives of the Board as made or issued from time
to time. The Executive shall not engage in any other business
activity or serve in any industry, trade, professional,
governmental or academic position during the term of this
Agreement, except as may be expressly approved in advance by the
Board in writing; provided, that the Executive shall be entitled to
continue to serve on the board of directors of MCR American
Pharmaceuticals or it’s successors, provided that such
service does not interfere with his performance of his duties
hereunder.
(d)
The Company’s principal
executive office is currently located in San Francisco, California.
The Executive shall initially work from an office at his current
location (Richmond, VA) and travel between the Company’s San
Francisco office, the Executive’s current office location,
and the Company’s offices in Copenhagen, Denmark, as is
reasonably necessary for the management of the Company’s
business. Within 12 months of the start of the Executive’s
employment, the Board will determine whether to relocate the
principal executive office of the Company or to retain it at the
San Francisco location. In either case, it shall provide the
Executive with six months’ prior written notice and upon
delivery of such notice, the Company and the Executive shall
reasonably and in good faith negotiate a fair and equitable
relocation package. Following such notice period and the
determination of the location of the Company’s principal
executive office, the Executive shall be based in and work
primarily in and from the Company’s principal executive
office.
(e) During the
first 12 months following the Effective Date, the Executive
acknowledges and agrees that he shall spend one week every second
month of the term hereof at the Company’s offices in
Copenhagen, Denmark. The Company will reimburse the Executive for
all reasonable and customary travel and living expenses (e.g.,
hotel and meals) incurred in connection with time spent in
Copenhagen, Denmark and the Executive shall provide the Company
with reasonable documentation of such expenses.
(f)
Upon reasonable notice, the
Executive shall be available to participate in all meetings of the
Board. The Company will reimburse the Executive for all reasonable
and customary travel and living expenses (e.g., hotel and meals),
if any, incurred in connection with such meetings and the Executive
shall provide the Company with reasonable documentation of such
expenses.
4.
Compensation and
Benefits . As
compensation for all services performed by the Executive hereunder
during the term hereof, and subject to performance of the
Executive’s duties and obligations pursuant to this
Agreement:
(a)
Base Salary
. During the term hereof, the
Company shall pay the Executive a base salary at an initial rate of
Three Hundred Fifty Thousand Dollars ($350,000) per annum, payable
in accordance with the payroll practices of the Company for its
executives. Such base salary, as from time to time increased, is
hereafter referred to as the “Base Salary.”
(b)
Bonus Compensation
. During the term hereof, the
Executive shall have the opportunity to earn an annual performance
bonus equal to up to 35% of the Executive’s Base Salary based
upon performance criteria set by the Board in its sole discretion
on an annual basis. The Board shall conduct a performance review of
the Executive at least once a year on or prior to February 1 of
each year, commencing in 2008. The Company may, from time to time,
pay such other bonus or bonuses to the Executive as the Board or a
compensation committee of the Board, in its sole discretion, deems
appropriate. In order to receive the annual performance bonus, the
Executive must continue to be employed by the Company through the
end of the period with respect to which the annual performance
bonus has been earned. The annual performance bonus will be paid to
the Executive at such time as bonuses for the applicable period are
regularly paid to senior executives of the Company; provided,
however, in no event will the annual performance bonus be paid
later than February 28 of the relevant calendar year. Except as
otherwise provided herein, bonuses shall be paid at such time as
bonuses for the applicable period are regularly paid to senior
executives of the Company.
(c)
Stock Options
. The Executive shall receive stock
options to purchase One Million (1,000,000) shares of common stock
of the Company at an exercise price per share equal to the greater
of $1.20 and the last reported sales price for the Company’s
common stock on the OTC Bulletin Board on the date of grant
(the “Stock Options”). The Stock
Options shall vest and become exercisable with respect to 1/8
th (125,000) of the aggregate Stock Options on December
1, 2007, and the rest (875,000) shall vest monthly on the first day
of each subsequent month with respect to 1/48 th
(18,229) of the aggregate Stock Options thereafter. The Stock
Options shall be granted under the Company’s 2006 Stock
Incentive Plan (the “2006 Plan”) and pursuant to the
terms of the Company’s standard form stock option agreement
approved by the Board.
(d)
Vacations . During the term hereof, the Executive shall be
entitled to four (4) weeks of vacation per annum, to be taken at
such times and intervals as shall be determined by the Executive,
subject to the reasonable business needs of the Company. Vacation
time shall not cumulate from year to year. Accrued and unused
vacation time may be carried over to subsequent years with maximum
four weeks of carryover into any year.
(e)
Insurance Coverage
. During the term hereof, the
Company shall provide Executive with medical, life and disability
insurance as follows: the Company shall (i) pay premiums in
accordance with the Company’s usual practices, for all
medical insurance, including heath, dental and vision coverage for
Executive and his immediate family, (ii) provide, at its cost,
disability insurance with an annual benefit equal to 75% of the
Executive’s Base Salary, and (iii) provide, at its cost, term
life insurance on the life of the Executive with a death benefit
equal to an aggregate of $1,400,000, payable to such beneficiaries
as may be designated by the Executive in writing from time to time.
The Executive’s benefits contemplated by this Section 4(e)
shall be subject to the terms and conditions of each applicable
policy, as may be in effect from time to time at the discretion of
the Board.
(f)
Other Benefits
. During the term hereof and subject
to any contribution therefor generally required of employees of the
Company, the Executive shall be entitled to participate in any and
all other employee benefit plans from time to time in effect for
employees of the Company generally, except to the extent such plans
are in a category of benefit (including, without limitation, bonus
compensation) otherwise provided to the Executive. Such
participation shall be subject to (i) the terms of the applicable
plan documents, (ii) generally applicable Company policies and
(iii) the discretion of the Board or any administrative or other
committee provided for in or contemplated by such plan. The Company
may alter, modify, add to or delete such “other employee
benefit plans” at any time as it, in its sole judgment,
determines to be appropriate, without recourse by the
Executive.
(g)
Automobile Allowance
. The Company shall reimburse the
Executive for his automobile expenses including a monthly lease or
financing payment up to $1,275 (equivalent to the monthly lease for
a car valued at $60,000). The Company shall pay all expenses
connected with insurance, motor vehicle registration and tax,
maintenance, repair, gasoline and other expenses incurred in
connection with the Executive’s use of such car, whether it
be in the Company's service or privately; provided, however, that
the Company shall not be liable for any costs or expenses incurred
in connection or associated with unlawful conduct of the Executive
in connection with the operation of the vehicle, including, without
limitation, speeding or traffic fines or responsibilities related
to reckless driving and driving without proper license. In the
event the Executive’s employment terminates, the Executive
will retain possession of the automobile and will assume the
monthly payments, and all other obligations related to the
automobile, effective on the effective date of the
termination.
(h)
Business Expenses
. The Company shall pay or
reimburse the Executive for all reasonable and necessary business
expenses incurred or paid by the Executive in the performance of
his duties and responsibilities hereunder, subject to any maximum
annual limit and other restrictions on such expenses set by the
Board for senior executives of the Company, and to such reasonable
substantiation and documentation as may be specified by the Company
from time to time. The Executive shall use reasonable efforts to
purchase airline tickets in advance or otherwise take advantage of
low-cost fares.
5.
Termination of
Employment .
Notwithstanding the provisions of Section 2 hereof, the
Executive’s employment hereunder may terminate prior to the
expiration of the term hereof as set forth below.
(a)
Death . In the event of the Executive’s death
during the term hereof, the Executive’s employment hereunder
shall immediately and automatically terminate. In that event, the
Company shall pay to the Executive’s designated beneficiary
or, if no beneficiary has been designated by the Executive, to his
estate, any earned and unpaid Base Salary, prorated through the
date of his death, plus an additional three months of Base Salary.
The Company shall have no further obligation or liability to the
Executive or his estate.
(i)
The Company may terminate the
Executive’s employment hereunder, upon thirty (30)
days’ notice to the Executive, in the event that the
Executive becomes disabled during his employment hereunder through
any illness, injury, accident or condition of either a physical or
psychological nature and, as a result, is unable to perform the
essential functions of his position hereunder, with or without
reasonable accommodation, for eighty (80) days during any period of
one-hundred eighty (180) consecutive calendar days.
(ii)
The Board may designate another
employee to act in the Executive’s place during any period in
which the Executive is unable to perform the essential functions of
his position as a result of any illness, injury, accident or
condition of either a physical or psychological nature.
Notwithstanding any such designation, the Executive shall continue
to receive the Base Salary in accordance with Section 4(a) and his
other benefits pursuant to Sections 4(e), 4(f) and 4(g) hereof, to
the extent permitted by the then-current terms of the applicable
benefit plans, until the Executive becomes eligible for disability
income benefits under any disability income plan provided by the
Company or until the termination of his employment, whichever shall
first occur.
(iii)
If any question shall arise as to whether during
any period the Executive is disabled through any illness, injury,
accident or condition of either a physical or psychological nature
so as to be unable to perform the essential functions of his
position hereunder, the Executive may, and at the request of the
Company shall, submit to a medical examination by a physician
selected by the Company to whom the Executive or his duly appointed
guardian, if any, has no reasonable objection, to determine whether
the Executive is so disabled, and such determination shall for the
purposes of this Agreement be conclusive of the issue. If such
question shall arise and the Executive shall fail to submit to such
medical examination, the Company’s determination of the issue
shall be binding on the Executive.
(c)
By the Company for
Cause . The Company may
terminate the Executive’s employment hereunder for Cause (as
defined below) at any time upon notice to the Executive setting
forth in reasonable detail the nature of such Cause. The following,
as determined by the Board in its reasonable and good faith
judgment, shall constitute Cause for termination: (i) conviction or
plea of nolo contendere in a court of law of (x) any felony or (y)
any misdemeanor involving dishonesty, breach of trust,
misappropriation or illegal narcotics, (ii) commission of any act
involving theft, embezzlement, fraud, dishonesty or moral turpitude
or that otherwise impairs
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