This Employment Agreement involves
Title: EMPLOYMENT AGREEMENT
Governing Law: Colorado Date: 8/19/2016
Industry: Biotechnology and Drugs Sector: Healthcare
THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered into effective as of the Start Date (as defined below) between Array BioPharma Inc., a Delaware corporation (the “ Company ”), and Jason Haddock (“ Employee ”).
In consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. Employment . The Company hereby employs Employee and Employee hereby agrees to be employed by the Company for the period and upon the terms and conditions hereinafter set forth.
2. Capacity and Duties . Employee shall be employed by the Company as Chief Financial Officer. This Agreement shall become effective, and Employee shall commence full-time services, on July 28, 2016 (such date is hereinafter referred to as the “ Start Date ”). During his employment Employee shall perform the duties and bear the responsibilities commensurate with his position and shall serve the Company faithfully and to the best of his ability, under the direction of the Board of Directors and the duly elected officers of the Company. Employee shall devote his entire working time, attention and energies to the business of the Company. His actions shall at all times be such that they do not discredit the Company or its products and services. Employee shall not engage in any other business activity or activities that conflict with the proper performance of Employee’s duties hereunder, including constituting a conflict of interest between such activity and the Company’s business. Nothing in this paragraph shall prevent Employee from serving on board of charitable or non-profit organizations, subject to Company approval, or from engaging in personal investing activities not involving any competitor of the Company. Exhibit A to this Agreement contains a list of the other business and professional activities in which Employee is currently engaged, if any, and have been approved to the extent set forth in Exhibit A .
3. Compensation .
(a) For all services rendered by Employee the Company shall pay Employee during the term of this Agreement an annual salary as set forth herein, payable semimonthly in arrears. Employee’s initial annual salary shall be $370,000. During the term of this Agreement, the amount of Employee’s salary shall be reviewed at periodic intervals and appropriate upward adjustments in such salary may be made.
(b) Employee shall also be eligible for a performance bonus for each fiscal year, beginning in fiscal year 2017, that Employee is employed by the Company (the “ Performance Bonus ”). The Performance Bonus shall be based on Employee’s base salary and the achievement of performance criteria to be established by the Board of Directors under a Management Bonus Plan (the “ Management Bonus Plan ”), which the Compensation Committee shall develop and recommend to the Board of Directors of the Company for each fiscal year and which shall apply to Employee and other members of the Company’s senior management. The
performance criteria under the Management Bonus Plan shall include such items as performance of the Company compared to its fiscal year plan and budget; new business and customer development by the Company; and operational efficiency of the Company. It shall be a condition to Employee’s receipt of a Performance Bonus in any given year that Employee achieves certain minimum performance criteria to be established under the Management Bonus Plan. It is anticipated that the Performance Bonus for any particular fiscal year will range between 20% and 60%, with a target of 40%, of Employee’s base salary; provided that the minimum performance criteria are achieved. The Performance Bonus may be paid in cash or in equity, at the discretion of the Board of Directors. The Performance Bonus shall be payable to Employee upon achievement of the minimum performance criteria and not later than 60 days following receipt by the Board of Directors of the Company’s audited financial statements for that fiscal year.
(c) Employee shall receive an award of options to purchase 575,000 shares of the Company’s common stock (the “ Options ”) within 30 days of the Start Date of this Agreement. The Options will be incentive stock options under Section 422 of the Internal Revenue Code (the “ Code ”) to the extent permitted under Section 422(d) of the Code. The Options shall be governed by an option agreement (the “ Option Agreement ”) and shall be governed by the Company’s Amended and Restated Stock Option and Incentive Plan (the “ Stock Option Plan ”). The Option Agreement shall provide that the Options shall become exercisable upon vesting, and shall vest in tranches of twenty-five percent (25%) of the shares each at the completion of each year of the term of this Agreement. The exercise price of the Options shall be the fair market value of the Company’s common stock on the date of grant. In the event of termination of employment, Employee’s exercise of the Options, and any termination of the Options, shall be governed by the Option Agreement and the Stock Option Plan.
(d) In addition to salary payments as provided in Section 3(a), the Company shall provide Employee, during the term of this Agreement, with the benefits of such insurance plans, hospitalization plans and other employee fringe benefit plans as shall be generally provided to employees of the Company and for which Employee may be eligible under the terms and conditions thereof. Nothing herein contained shall require the Company to adopt or maintain any such employee benefit plans.
(e) During the term of this Agreement, except as otherwise provided in Section 5(b), Employee shall be entitled to sick leave and annual vacation consistent with the Company’s customary sick leave and vacation policies.
(f) During the term of this Agreement the Company shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee in connection with the business of the Company and in the performance of his duties under this Agreement, upon presentation to the Company of an itemized accounting of such expenses with reasonable supporting data.
(g) The Company shall reimburse Employee’s and his family’s expenses in moving from Hopkinton, Massachusetts to the Boulder, Colorado metropolitan area (“ Boulder ”)
in accordance with Company’s standard relocation policy in existence as of the effective date of this Agreement, which expenses shall include (i) moving costs for Employee’s and Employee’s immediate family’s personal property from Employee’s principal residence in Hopkinton, Massachusetts to Employee’s new principal residence in Boulder, and (ii) closing costs (including, without limitation, realtor fees and commissions, title fees, one point loan origination fee and other transaction fees and expenses) associated with the sale of Employee’s current residence in Hopkinton, Massachusetts and the purchase of a principal residence in Boulder. The benefits pursuant to the Company’s standard relocation policy shall be available to Employee throughout the term of this Agreement. The Company shall reimburse Employee’s expenses for coach class travel costs between Boulder and Employee’s primary residence in Massachusetts for commuting until Employee relocates to Boulder. The Company shall arrange at the Company’s expense for up to 60 days of temporary housing and a vehicle to be available for Employee’s use during time spent in Boulder on Company business prior to the date Employee relocates to Boulder.
4. Term . Unless sooner terminated in accordance with Section 5, the term of this Agreement shall be for two years from the Start Date, and thereafter shall continue for one year terms from year to year unless and until either party shall give notice to the other at least 60 days prior to the end of the original or then current renewal term of his or its intention to terminate at the end of such term. The provisions of Sections 6, 7, 9 and 11 shall remain in full force and effect notwithstanding the termination of this Agreement; other sections intended to survive termination of this Agreement shall survive according to their terms.
5. Termination and Severance .
(a) If Employee dies during the term of this Agreement, (i) the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs; (ii) this Agreement shall be considered terminated on the last day of such month; and (iii) the Company shall cause any issued but unvested equity awards granted to Employee to immediately vest.
(b) If during the term of this Agreement Employee is prevented from performing his material duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration.
(c) The Company may terminate this Agreement For Cause for Employee’s (i) gross negligence; (ii) material breach of any obligation created by this Agreement; (iii) a violation of any policy, procedure or guideline of the Company, of any material injury to the economic or ethical welfare of the Company cau