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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: INYX INC | STEPHEN BECKMAN You are currently viewing:
This Employment Agreement involves

INYX INC | STEPHEN BECKMAN

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Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 11/23/2005

EMPLOYMENT AGREEMENT, Parties: inyx inc , stephen beckman
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EXHIBIT 10.4.11

 

EMPLOYMENT AGREEMENT WITH

 

STEPHEN BECKMAN  

 

This Employment Agreement (“Agreement”) is entered into as of the 1st day of September, 2005 (the “Effective Date”), by and between Stephen Beckman (the “ Executive ”) and Inyx, Inc. (the “ Company ” or the “ Employer ”), or together the Parties.

 

RECITALS:

 

Whereas, the Company desires to employ the Executive to provide personal services to the Company, and also wishes to provide the Executive with certain compensation and benefits in return for such services; and

 

Whereas, the Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits.

 

Now, therefore, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the Parties hereto as follows:

 

1.    EMPLOYMENT

 

1.1.    GENERAL. The Company hereby employs the Executive in the senior position of Vice President, Sales & Marketing and Commercial Development, whose responsibilities include directing the specialty sales force for Intal® and Tilade® under the Company’s strategic alliance with King Pharmaceuticals, Inc., and also serving as one of the Company’s three senior executives on the six-member Alliance Management Committee of King and the Company, as well as assisting the Company’s overall commercial growth in the pharmaceutical industry, and the Company may assign other reasonable corporate duties to the Executive from time to time. The Executive agrees to perform and discharge such duties well and faithfully, and to be subject to the supervision and direction of Jack Kachkar, Chairman and Chief Executive Officer of the Company (“CEO”), and Jay M. Green, Executive Vice President, or their designee or successor. The Executive acknowledges that this appointment involves the affairs of the Company and its subsidiaries in Puerto Rico, Toronto, Canada and in the United Kingdom. Accordingly, while the executive will be operationally based in the Philadelphia, PA area, the Executive will be required to regularly travel to and conduct duties across the United States and in other countries on behalf of the Company and its subsidiaries, affiliates and strategic alliances.

 

1.2.    TIME DEVOTED TO POSITION. The Executive, during the Employment Term, shall devote his full business time, attention and skills to the business and affairs of the Employer.

 

1.3.    CERTIFICATIONS. Whenever the Executive is required by law, rule or regulation or requested by any governmental authority or by the Company or the Company’s auditors to provide certifications with respect to financial statements or filings with the Securities and Exchange Commission or any other governmental authority, the Executive shall sign such certifications as may be reasonably requested by such officers, with such exceptions as the Executive deems necessary to make such certifications accurate and not misleading.

 


2.    COMPENSATION AND BENEFITS

 

2.1.    SALARY. At all times the Executive is employed hereunder, Employer shall pay to Executive, and Executive shall accept, as full compensation for any and all services rendered and to be rendered by him during such period to Employer in all capacities, including, but not limited to, all services that may be rendered by him to any of Employer’s existing subsidiaries, entities and organizations hereafter formed, organized or acquired by Employer, directly or indirectly (each, a “Subsidiary” and collectively, the “Subsidiaries”), the following: (i) a base salary at the annual rate of $175,000 or at such increased rate as the Board (through its Compensation Committee), in its sole discretion, may hereafter from time to time grant to Executive, subject to adjustments in accordance with Section 2.2 hereof (as so adjusted, the “Base Salary”); and (ii) any additional bonus and the benefits set forth in Sections 2.3, 2.4 and 2.5 hereof. The Base Salary shall be payable in accordance with the regular payroll practices of Employer applicable to senior executives, less such deductions as shall be required to be withheld by applicable law and regulations or otherwise.

 

2.2.    CASH BONUSES. Subject to Section 3.3 hereof, the Executive shall be entitled to an annual cash bonus of up to thirty percent (30%) of the Executive’s annual base salary, with the bonus amount based upon performance criteria achieved by the Company and the Executive during a twelve (12) month period that are mutually agreed upon by the Company and the Executive at the outset of the 12-month period. In addition, for directing increases in the annual combined net sales for Intal® and Tilade® above an $18,500,000 annual base line (the “Base Line”), the Company will pay the Executive a one percent (1%) cash commission on the amount above the Base Line that the Company retains as its portion of net sales (which amounts to sixty-five percent (65%) of any sales above the Base Line).

 

2.3.    STOCK OPTIONS. The Executive shall be entitled to participate in stock option and similar equity plans of Employer. In connection herewith, the Executive will be granted 300,000 options to purchase shares of common stock of the Company with an exercise price equal to the closing price of the Company’s common stock on September 1, 2005 on the following basis: 100,000 options to be vested on August 31, 2006; 100,000 options to be vested on August 31, 2007; and 100,000 options to be vested on August 31, 2008; with all options issued on terms and conditions set forth in the Stock Option Plan of the Company and a Stock Option Agreement with the Executive containing these terms. The Executive shall be entitled to any additional annual stock option grants provided at the discretion of the Board.

 

2.4.    EXECUTIVE BENEFITS

 

2.4.1.    EXPENSES. Employer shall promptly reimburse the Executive for properly documented expenses that he may reasonably incur in connection with the performance of his duties including but not limited to, expenses for such items as business entertainment, business travel, hotel and meals that are in accordance with Company policy and approved by the Chairman of the Board and Chief Executive Officer of the Company. The Company shall also pay the Executive a monthly car allowance of $1,000 and the Executive shall be eligible for a Blackberry cell phone for Company-related use.

 

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2.4.2.    RELOCATION EXPENSE. The company shall reimburse the Executive for one-time, documented moving expenses from Long Valley, NJ to the Philadelphia, PA area, up to a cap of $10,000.

 

2.4.3.    EMPLOYER PLANS. Executive shall be entitled to participate in such employee benefit plans and programs as Employer may from time to time generally offer or provide to executive officers of Employer or its Subsidiaries, including, but not limited to, participation in health and accident, medical and dental plans including any such benefit plans offered by the Subsidiaries where applicable, and profit sharing and retirement plans.

 

2.4.4.    VACATION. The Executive shall be entitled to one (1) week paid vacation that can be taken between September 1, 2005 and December 31, 2005. Starting in calendar year 2006, Executive shall be entitled to four (4) weeks paid vacation per calendar year. Unused vacation days in any year will have to be taken by March 31st of the following year or will continue to accrue for the benefit of the Executive and payable on termination of employment.

 

3.    EMPLOYMENT TERM; TERMINATION

 

3.1.    EMPLOYMENT TERM. The Executive’s employment hereunder shall commence on September 1, 2005 and, except as otherwise provided in Section 3.2 hereof, shall continue until August 31, 2008 (the “Initial Term”). Thereafter, this Agreement shall automatically be renewed for successive one-year periods commencing on the 1st day of September 2008 and of each subsequent year, unless either (i) Employer and Executive agree to a new Employment Agreement, or (ii) Executive or Employer shall have provided a Notice of Termination (as defined in Section 3.4.2 hereof) in respect of its or his election not to renew the Employment Term (in accordance with Sections 3.3.2 and 3.3.3 hereof). Upon non-renewal of the Employment Term pursuant to this Section 3.1 or termination pursuant to Sections 3.2.1 through 3.2.5 hereof, inclusive, Executive shall be released from any duties hereunder (except as set forth in Section 4 hereof) and the obligations of Employer to Executive shall be as set forth in Section 3.3 hereof only.

 

3.2.    EVENTS OF TERMINATION. The Employment Term shall terminate upon the occurrence of any one or more of the following events:

 

3.2.1.    DEATH. In the event of Executive’s death, the Employment Term shall terminate on the date of his death.

 

3.2.2.    WITHOUT CAUSE BY EXECUTIVE. Executive may terminate the Employment Term at any time during such Term for any reason whatsoever by giving a Notice of Termination to Employer. The Date of Termination pursuant to this Section 3.2.2 shall be effective the Notice of Termination is given, unless an extended period is agreed to by the parties.

 

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3.2.3.    DISABILITY. In the event of Executive’s Disability (as hereinafter defined), Employer may, at its option, terminate the Employment Term by giving a Notice of Termination to Executive. The Notice of Termination shall specify the Date of Termination, which date shall not be earlier than thirty (30) days after the Notice of Termination is given. For purposes of this Agreement, “Disability” means the inability of Executive for ninety (90) days in any twelve (12) month period to substantially perform his duties hereunder as a result of a physical or mental illness, all as determined in good faith by the Board.

 

3.2.4.    CAUSE. Employer may, at its option, terminate the Employment Term for “Cause” based on objective factors determined in good faith by the Board of Directors as set forth in a Notice of Termination to Executive specifying the reasons for termination and the failure of the Executive to cure the same within thirty (30) days after Employer shall have given the Notice of Termination; PROVIDED, HOWEVER, that in the event the Board in good faith determines that the underlying reasons giving rise to such determination cannot be cured, then the thirty (30) day period shall not apply and the Employment Term shall terminate on the date the Notice of Termination is given. For purposes of this Agreement, “Cause” shall mean (i) Executive’s conviction of, guilty or no contest plea to a felony (ii) an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Employer; (iii) a material breach by Executive of this Agreement and the failure of the Executive to cure the same within thirty (30) days; (iv) continuing failure to perform such proper duties as are assigned to Executive in accordance with this Agreement and with law and good business practice, other than a failure resulting from a Disability; or (v) Executive is found to have been involved in regulatory violations, criminal misconduct, dishonesty or other willful misconduct while previously employed by other employers.

 

3.2.5.    EMPLOYER RIGHT TO TERMINATE. Employer may terminate this agreement at the end of its Initial Term, provided that Employer shall pay Executive in accordance with payment described in Section 3.3.2 hereof. In addition, Employer may terminate Executive for any reason, with or without cause, prior to end of the Initial Term, by paying Executive the payment described in Section 3.3.2 hereof. In consideration of such payment, and assuming all other payments required hereby have been paid, Executive agrees to provide Employer a general release of any claims relating to such termination or otherwise.

 

3.3.    CERTAIN OBLIGATIONS OF EMPLOYER FOLLOWING TERMINATION OF THE EMPLOYMENT TERM. Following termination of the Employment Term under the circumstances described below, Employer shall pay to Executive or his estate, as the case may be, the following compensation and provide the following benefits in full satisfaction and final settlement of any and all claims and demands that Executive now has or hereafter may have hereunder against Employer. In connection with Executive’s receipt of any or all monies and benefits to be received pursuant to this Section 3.3, Executive shall not have a duty to seek subsequent employment during the period in which he is receiving severance payments and the Severance Amount (as defined in Section 3.3.2 hereof) shall not be reduced solely as a result of Executive’s subsequent employment by an entity other than Employer.

 

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3.3.1.    FOR CAUSE. In the event that the Employment Term is terminated by Employer for Cause, Employer shall pay to Executive, in a single lump-sum, an amount equal to any unpaid but earned Base Salary through the Date of Termination. Any


 
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