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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: OSTEOLOGIX, INC. | Mr. Philip J. Young You are currently viewing:
This Employment Agreement involves

OSTEOLOGIX, INC. | Mr. Philip J. Young

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Title: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 4/3/2007

EMPLOYMENT AGREEMENT, Parties: osteologix  inc. , mr. philip j. young
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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.

 

 

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(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.

 

 

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(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.

 

(b)       Disability .

 

(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.

 

 

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(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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