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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of the 31st day of March 2008, by and between BMP SUNSTONE
CORPORATION, a Delaware corporation (BMP), and Fred M. Powell (the Executive).
WHEREAS, BMP desires to offer the Executives employment as Chief Financial Officer and the
Executive desires to accept such employment with BMP, upon the terms and conditions set forth in
this Agreement; and
WHEREAS, this Agreement will formalize the terms and conditions governing the Executives
employment with BMP and the termination of that employment.
NOW, THEREFORE, the parties hereto agree as follows:
PART ONE DEFINITIONS
For purposes of this Agreement, the following definitions shall be in effect:
1. Agreement means this Employment Agreement, as the same may, from time to time, be amended
in accordance with the provisions hereof.
2. Board means BMPs Board of Directors.
3. Change in Control means a change in the ownership or control of BMP effected through any
of the following transactions:
(i) a merger, consolidation or other reorganization approved by BMPs stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power
of the voting securities of the successor corporation are immediately hereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons who beneficially
owned BMPs outstanding voting securities immediately prior to such transaction,
(ii) a stockholder-approved sale, transfer or other disposition of all or substantially all of
BMPs assets,
(iii) the closing of any transaction or series of related transactions pursuant to which any
person or any group of persons comprising a group within the meaning of Rule 13d-5(b)(1) of the
1934 Act (other than BMP or a person that, prior to such transaction or series of related
transactions, directly or indirectly controls, is controlled by or is under common control with,
BMP) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing (or convertible into or exercisable for securities possessing)
more than fifty percent (50%) of the total combined voting power of BMPs securities (as measured
in terms of the power to vote with respect to the election of Board members) outstanding
immediately after the consummation of such transaction or series of related transactions, whether
such transaction involves a direct issuance from BMP or the acquisition of outstanding securities
held by one or more of BMPs existing stockholders, or
However, the term Change in Control shall not include either of the following events
undertaken at the election of BMP:
a. any transaction, the sole purpose of which is to change the state in which BMP is
incorporated; or
b. a transaction, the result of which is to sell all or substantially all of the assets of BMP
to another corporation (the surviving corporation) provided that the surviving corporation is
owned directly or indirectly by the stockholders of BMP immediately following such transaction in
substantially the same proportions as their ownership of BMPs common stock immediately preceding
such transaction.
4. Change in Control Severance Benefits means the various payments and benefits to which the
Executive may become entitled to under Paragraph 14 of Part Four of this Agreement upon his
Involuntary Termination in connection with a Change in Control.
5. Code means the Internal Revenue Code of 1986, as amended and the regulations promulgated
thereunder.
6. Competing Organization means any person or legal entity engaged in, about to engage in,
or intending to engage in, the business of providing services to foreign and/or domestic
pharmaceutical companies, specifically: drug distribution; physician-oriented drug promotion;
product registration; clinical trial management; and pre-market entry analyses.
7. Competing Service means any service of any person or legal entity other than BMP, or a
parent, subsidiary or affiliate of BMP, in existence or under development, which during the term of
this Agreement, competes with or is an alternative to any present or planned future service of BMP,
whether or not actively marketed by BMP.
8. Customer means any individual, firm, partnership, corporation, company, joint venture or
governmental or military unit or any other entity or any parent, subsidiary or affiliate of any of
them which is negotiating or has a contract with BMP or a parent, subsidiary or affiliate of BMP
for the purchase, sale or lease of BMPs or a parents, subsidiarys or affiliates services or
which has been solicited by BMP or a parent, subsidiary or affiliate of BMP with respect to such
purchase or lease during the Executives employment with BMP.
9. Disability means a physical or mental disability which renders it impracticable for the
Executive to continue to perform his duties under this Agreement, whether with or without
reasonable accommodation. The Executive shall be deemed to have incurred such disability if (i) a
physician selected by BMP and reasonably satisfactory to the Executive advises BMP that the
Executives physical or mental condition will render him unable to perform his duties under this
Agreement for a period of six (6) consecutive months, or (ii) due to a physical or mental condition
the Executive has not substantially performed the material duties required of him hereunder for
eighty percent (80%) or more of the normal working days during a period of six (6) consecutive
months.
10. Employment Period means the duration of the Executives employment with BMP pursuant to
the terms of this Agreement.
11. Involuntary Termination means (i) BMPs termination of the Executives employment for
any reason other than a Termination for Cause, (ii) the termination of the Executives employment
by reason of his death, (iii) the termination of the Executives employment by the Company by
reason of the Executives Disability, or (iv) the Executives voluntary resignation following (A) a
material reduction in the scope of his duties and responsibilities, (B) a material diminution by
the Company of the Executives authority, duties or responsibilities that results in a change in
his level of reporting so that he no longer directly reports to the Board, (C) a national reduction
in the annual rate of his base salary by more than fifteen percent (15%), (D) a material change in
the geographic location of the Executives principal place of employment that results in a
relocation of his principal place of employment by more than fifty (50) miles, or (E) a material
breach by BMP of any of its obligations under this Agreement.
A greater than fifteen percent (15%) aggregate reduction in the Executives base salary shall
not constitute grounds for an Involuntary Termination under clause (C) above if substantially all
of the other executive officers of BMP are subject to the same aggregate reduction to their base
salary.
Notwithstanding the foregoing, no event or condition described in clauses (A) through (E)
shall constitute an Involuntary Termination for purposes of this Agreement unless (a) the Executive
gives BMP written notice of his intention to resign from employment with BMP for one of the reasons
set forth in (A) through (E) and specifies the grounds for such resignation, (b) the notice
described in (a) is provided within sixty (60) days after the event giving rise to the Executives
right to resign first occurs, and (c) such grounds for resignation (if susceptible to correction)
are not corrected by BMP within thirty (30) days after its receipt of such notice. If BMP does not
correct the ground(s) for resignation during the thirty (30) day period following the Executives
notice of intent to resign, the Executives resignation must become effective within 90 days after
the expiration of the cure period in order for such resignation to be treated as an Involuntary
Termination under this Agreement.
12. 1934 Act means the Securities Exchange Act of 1934, as amended.
13. Option means any option granted to the Executive under the Plan or otherwise to purchase
shares of common stock which is outstanding at the time of (i) a Change in Control or (ii) his
Involuntary Termination, whether or not in connection with a Change in Control.
14. Plan means (i) BMPs 2007 Omnibus Equity Compensation Plan, as subsequently amended or
restated from time to time, and (ii) any other equity incentive plan established or implemented by
BMP.
15. Termination for Cause means the termination of the Executives employment for any of the
following reasons: (i) the Executives conviction of a felony or his commission of any act of
personal dishonesty involving the property or assets of BMP, (ii) a material breach by the
Executive of one or more of his obligations under his Agreement or his Proprietary Information and
Inventions Agreement with BMP, (iii) any intentional misconduct by the Executive which has a
material adverse effect upon BMPs business or reputation, (iv) the Executives material
dereliction of the major duties, functions and responsibilities of his executive position, (v) a
material breach by the Executive of any of his fiduciary obligations as an officer of BMP, or
(vi) the Executives willful and knowing participation in the preparation or release of false or
materially misleading financial statements relating to the false or erroneous certification
required of him under the Sarbanes-Oxley Act of 2002 or any securities exchange on which shares of
BMPs common stock are at the time listed for trading.
PART TWO TERMS AND CONDITIONS OF EMPLOYMENT
1. Duties and Responsibilities.
A. The Executive shall serve as the Chief Financial Officer of BMP and shall in such capacity
report to the President and Chief Executive Officer.
B. During the employment period specified in Paragraph 2, the Executive agrees that he will:
(i) serve BMP faithfully, diligently and to the best of his ability under the direction of the
Board, (ii) devote his best efforts and his entire working time, attention and energy to the
performance of his duties hereunder and to promoting and furthering the interests of BMP, and
(iii) not, without the prior written approval of the Board, become associated with or engaged in,
any business other than that of BMP, and he will do nothing inconsistent with his duties to BMP.
2. Employment Period. The Executives employment with BMP shall be governed by the
provisions of this Agreement for the period commencing March 31, 2008 , and continuing
through March 30, 2009. However, the term of the Executives employment pursuant to the terms of
this Agreement shall automatically be extended for successive one-year periods hereafter,
unless either BMP or the Executive elects, by written notice delivered to the other not later than
sixty (90) days prior to the start of any such one-year period, not to renew the term of this
Agreement. This Agreement may also be terminated at any time in accordance with the termination of
employment provisions set forth in Paragraph 10.
3. Cash Compensation.
A. For all services to be rendered by the Executive under this Agreement and such duties as
the President and Chief Executive Officer may assign him, BMP agrees to pay the Executive a base
salary of $325,000 per year, payable at such times as is customary for salaried employees of BMP
and in accordance with the normal payroll practices of BMP.
B. For each fiscal year of BMP during the Employment Period, beginning with the fiscal year
commencing January 1, 2008, the Executive shall be entitled to receive a cash bonus up to
40% of his base salary to be determined by the Chief Executive Officer and approved by the
Compensation Committee of the Board of Directors.
C. BMP shall deduct and withhold from the compensation payable to the Executive hereunder any
and all applicable taxes and any other amounts required to be deducted or withheld by Sunstone
under applicable statutes, regulations, ordinances or orders governing or requiring the withholding
or deduction of amounts otherwise payable as compensation or wages to employees.
4. Equity Compensation.
A. The Executive shall be eligible to receive one or more additional Option grants during the
Employment Period, as the President and Chief Executive Officer and Compensation Committee of the
Board may deem appropriate in order to provide him with sufficient equity incentive for his
position.
B. The shares of common stock subject to the Options currently held and additional Options
which the Executive may subsequently receive over the remainder of the Employment Period, shall be
subject to the applicable vesting acceleration provisions of either Paragraph 12 or Paragraph 14
should an Involuntary Termination of his employment occur during the Employment Period.
5. Expense Reimbursement. BMP shall reimburse the Executive for reasonable
out-of-pocket expenses incurred in connection with BMPs and/or BMP Chinas business, including
travel expenses, food and lodging while away from home, subject to such polices as BMP may from
time to time reasonably establish for its employees and subject to substantiation of expenses as
required under applicable tax laws and regulations.
6. Fringe Benefits.
A. The Executive shall, throughout the Employment Period, be eligible to participate in all
benefit plans which are made available to BMPs China executives and for which the Executive
qualifies.
B. The Executive shall be entitled to receive four weeks of paid vacation each year, which
shall be taken at such time or times as will not unreasonably hinder or interfere with BMPs
business or operations. Vacation time may be accrued from year to year in accordance with BMPs
general vacation policy.
C. BMP will obtain and maintain at all times directors and officers liability insurance for
Executive, so long as such insurance can be obtained on terms acceptable to the Board.
7. Indemnification. BMP agrees to defend the Executive and shall indemnify and hold
harmless the Executive to the fullest extent permitted by law from any and all liability, costs and
expenses which may be assessed against the Executive by reason of the performance of his
responsibilities and duties under the terms of this Agreement, provided such liability does not
result from the willful misconduct or gross negligence of the Executive.
8. Proprietary Information.
A. The Executive hereby acknowledges that BMP and/or BMP China may, from time to time during
the Employment Period, disclose to the Executive confidential information pertaining to BMPs
and/or BMP Chinas business, strategic plans, technology or financial affairs. All information,
data and know-how, whether or not in writing, of a private or confidential nature concerning BMPs
and/or BMP Chinas trade secrets, inventions, processes, systems, designs, drawings, product
innovations and developments, engineering, marketing strategies and future marketing plans,
customer lists, prospective customers, finances and financial reports, employee information and
other organizational information (collectively,
Proprietary Information) is and shall remain the sole and exclusive property of BMP and/or
BMP China and shall not be used or disclosed by the Executive except to the extent necessary to
perform his duties and responsibilities under this Agreement. All tangible manifestations of such
Proprietary Information (whether written, printed or otherwise reproduced) shall be returned by the
Executive upon the termination of the Employment Period, and the Executive shall not retain any
copies or excerpts of the returned items. The foregoing restrictions on the use, disclosure and
disposition of BMPs and/or BMP Chinas Proprietary Information shall also apply to the Executives
use, disclosure and disposition of any confidential information relating to the business,
technology or financial affairs of BMPs and/or BMP Chinas customers.
B. The Executive shall, concurrently with the execution of this Agreement, execute and deliver
to BMP a copy of the BMP standard form Proprietary Information and Inventions Agreement and shall
remain subject to the terms and provisions of that agreement throughout the Employment Period and
for such period hereafter as provided pursuant to the terms of that agreement.
9. Death or Disability. Upon the Executives death or Disability during the Employ






