EXHIBIT
10.20
EMPLOYMENT
AGREEMENT
This Agreement by and between
Keryx Biopharmaceuticals, Inc. ("Keryx"), a
Delaware corporation having an address at 750 Lexington Avenue, New
York, New York 10022, and Ronald C. Renaud , Jr.,
an individual residing at 19 Radcliffe Road, Wellesley, MA 02482
(“Renaud”).
WHEREAS, the Corporation desires to
employ Renaud and Renaud desires to be employed by the Corporation
as Senior Vice President, Chief Financial Officer and Treasurer of
Keryx, all pursuant to the terms and conditions hereinafter set
forth;
NOW THEREFORE, in consideration of
the foregoing and the mutual promises and covenants herein
contained, it is agreed as follows:
(a) Keryx hereby engages and employs Renaud, and
Renaud accepts engagement and employment, as Senior Vice President,
Chief Financial Officer and Treasurer of Keryx, to direct,
supervise and have responsibilities for the financial affairs and
investor relations of Keryx and for any other appropriate areas and
tasks which may be assigned to him. Renaud will devote his entire
business time, energy, abilities and experience to the performance
of his duties, effectively and in good faith. Further, during the
Term, Renaud shall not render services as an employee, consultant
or otherwise, whether or not during regular business hours, for pay
to any other party other than the Corporation without the written
permission of the Chief Executive Officer. Renaud acknowledges and
agrees that the performance by Renaud of his duties hereunder may
require significant domestic and international travel by
Renaud.
(b) Renaud understands and agrees that he will not
be required to relocate from the Boston area to the New York City
area but that he will be required to spend a substantial portion of
his time in the New York City office.
This Agreement shall commence on
February 14, 2006 (the “Effective Date”) and shall
continue unless sooner terminated as hereinafter provided in
Paragraph 8 (the “Term”).
(a) As compensation for the performance of his
duties on behalf of Keryx, Renaud shall be compensated as
follows:
(i)
Base Salary and Annual
Increases. Renaud shall receive an annual gross base salary
of two hundred and seventy-five thousand dollars ($275,000) per
year (the “Base Salary”) payable in accordance with the
Corporation’s payroll policies and subject to standard
payroll deductions and withholdings; provided that Renaud’s
Base Salary shall be increased annually in accordance with
corporate policy but no less than the increase in the Consumer
Price Index (Bureau of Labor Statistics Consumer Price Index for
All Urban Consumers (CPI-U) all items index, New York-Northern New
Jersey-Long Island, NY-NJ-CT-PA) announced for the previous
calendar year.
(ii)
Bonus.
Renaud shall be entitled to an
annual performance bonus of up to 50% of the Base Salary (the
“Performance Bonus”) based on annual target performance
objectives to be agreed upon by the Corporation’s Chief
Executive Officer (the “CEO”) and Renaud on or before
the December 15 immediately preceding fiscal year for which the
Performance Bonus shall be applicable, except for the annual target
performance objectives in the first year of this agreement, which
shall be agreed upon on or before March 31. Bonuses are paid in
accordance with the Corporations bonus policy (typically in March
of the year following the year in which the bonus is earned) and
Renaud must be an employee of the Corporation when the bonus is
paid to be entitled to receive a bonus.
(iii)
Options.
Renaud shall receive options (the
“Options”) to purchase shares of common stock of the
Corporation as outlined on Exhibit B. From time to time, at the
discretion of the Board of Directors, you may be eligible for
additional stock option grants. Notwithstanding anything to the
contrary, the 166,667 time-vesting Options described in Exhibit B
will all accelerate and vest upon your termination without Cause,
your resignation for a Good Reason, a Change in Control or a
Qualified Change in Control (as those latter terms are defined in
Exhibit A). Additionally, upon a Change in Control, you shall also
vest on 111,111 Options which are to vest on the First Milestone
Event as described in Exhibit B.
(iv)
Restricted
Stock. Renaud shall
receive 100,000 restricted shares (the “Restricted
Shares”) of common stock of the Corporation. Fifty-thousand
(50,000) of such Restricted Shares shall vest in three equal
installments on the first, second and third anniversary of the
Effective Date, assuming Renaud is an employee on such date.
Notwithstanding anything to the contrary, the Restricted Shares
will all accelerate and vest upon your termination without Cause,
your resignation for a Good Reason, a Change in Control or a
Qualified Change in Control. The remaining fifty-thousand (50,000)
of such Restricted Shares shall vest upon the occurrence of a
Qualified Change in Control as defined in Exhibit A, assuming
Renaud is an employee on such date or has been terminated without
Cause or resigned for a Good Reason, in anticipation of, or within
12 months following a Qualified Change in Control.
(b)
Expenses
.
Keryx shall reimburse Renaud for all
normal, usual and necessary expenses incurred by Renaud in
furtherance of the business and affairs of Keryx, including travel
and entertainment, against receipt by Keryx of appropriate vouchers
or other proof of Renaud's expenditures and otherwise in accordance
with such Expense Reimbursement Policy as may from time to time be
adopted by the Board of Directors of Keryx.
(c)
Annual Leave and
Holidays. Renaud shall be entitled during the first
calendar year (2006) of this Agreement to fifteen (15) business
days of leave, thereafter Renaud shall be entitled to twenty (20)
business days of leave per calendar year. Any leave not taken in a
particular calendar year will be forfeited and not carried forward
into the next calendar year. In addition, Renaud shall be entitled
to those holidays set forth, from time to time, by the
Company.
(d)
Employee
Benefits. During the Term of his employment, Renaud shall
be entitled to participate in all employee and fringe benefit plans
and programs generally offered to other members of the
Corporation’s management who are similarly situated,
including, without limitation, any pension, profit sharing,
incentive, retirement, insurance, health and disability benefits
and plans, to the extent that Renaud is eligible under and subject
to the provisions of such plans. The Corporation reserves its right
to modify or terminate any of its employee and fringe benefit plans
and programs at any time.
4. REPRESENTATIONS AND WARRANTIES BY RENAUD AND
KERYX
(a) Renaud hereby represents and warrants to Keryx
as follows:
(i) Neither the execution and delivery of this
Agreement nor the performance by Renaud of his duties and other
obligations hereunder violate any statute, law, determination or
award, or conflict with or constitute a default under (whether
immediately, upon the giving of notice or lapse of time or both)
any prior employment agreement, contract, or other instrument to
which Renaud is a party or by which he is bound (other than his
obligation to provide JP Morgan Securities, Inc., with thirty (30)
days notice of resignation).
(ii) Renaud has the full right, power and legal
capacity to enter and deliver this Agreement and to perform his
duties and other obligations hereunder. This Agreement constitutes
the legal, valid and binding obligation of Renaud enforceable
against him in accordance with its terms. No approvals or consents
of any persons or entities are required for Renaud to execute and
deliver this Agreement or perform his duties and other obligations
hereunder, except for the consent of JP Morgan Securities, Inc., to
waive its right to receive thirty (30) days notice of
resignation.
(b) Keryx hereby represents and warrants to Renaud
as follows:
(i) Keryx is duly organized, validly existing and in
good standing under the laws of the State of Delaware, with all
requisite corporate power and authority to own its properties and
conduct its business in the manner presently conducted.
(ii) Keryx has the full power and authority to enter
into this Agreement and to incur and perform its obligations
hereunder.
(iii) The execution, delivery and performance by Keryx
of this Agreement does not conflict with or result in a material
breach or violation of or constitute a material default under
(whether immediately, or upon the giving of notice or lapse of time
or both) the certificate of incorporation or by-laws of Keryx, or
any agreement or instrument to which Keryx is a party or by which
Keryx or any of its properties may be bound or affected.
5. CONFIDENTIAL INFORMATION
Renaud agrees to sign and comply
with the Corporation’s Proprietary Information and Inventions
Agreement, annexed hereto as Attachment A.
(a) Renaud understands and recognizes that his
services to Keryx are special and unique and agrees that, during
the Term, and for a period of 12 months from the date of
termination of his employment hereunder, he shall not in any
manner, directly or indirectly, on behalf of himself or any person,
firm, partnership, joint venture, corporation or other business
entity ("Person"), enter into or engage in any business
“Directly Competitive” with Keryx's business, either as
an individual for his own account, or as a partner, joint venturer,
treasurer, agent, consultant, salesperson, employee, officer,
director or shareholder of a Person operating or intending to
operate within the area that Keryx is, at the date of termination,
conducting its business (the "Restricted Businesses"); provided,
however, that nothing herein will preclude Renaud from holding one
percent (1%) or less of the stock of any publicly traded
corporation. For a business to be Directly Competitive, it would
have to be developing a drug in the same class and for the same
indication. For example, a company developing a GAG for Diabetic
Nephropathy would be considered Directly Competitive by this
clause, however, a company developing a GAG for another disease or
developing a drug other than a GAG for Diabetic Nephropathy would
not be deemed Directly Competitive.
(b) In the event that Renaud breaches any provisions
of this Section 6 or there is a threatened breach, then, in
addition to any other rights which Keryx may have, Keryx shall be
entitled, without the posting of a bond or other security, to
injunctive relief to enforce the restrictions contained herein. In
the event that an actual proceeding is brought in equity to enforce
the provisions of this Section 6, Renaud shall not argue as a
defense that there is an adequate remedy at law nor shall Keryx be
prevented from seeking any other remedies that may be
available.
7. NON-SOLICITATION AND
NON-INTERFERENC
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