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EXHIBIT 10.49
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as
of
March 31, 2006 and is effective as of January 1, 2006 (the
"Effective Date"), by
and between BOSTON LIFE SCIENCES, INC., a Delaware corporation (the
"Company"),
and Mark Pykett. ("Executive").
AGREEMENT
1. EMPLOYMENT
The
Company hereby employs Executive and Executive hereby accepts
employment upon the terms and conditions set forth below.
2. TERM AND RENEWAL
2.1 Term.
The term of this Agreement shall commence on the Effective
Date,
and shall continue for one (1) year from the Effective Date (the
"Original
Employment Term"), on the terms and conditions set forth below,
unless sooner
terminated as provided in Section 5.
2.2
Extension. Following the expiration of the Original Employment
Term
and provided that this Agreement has not been terminated pursuant
to Section 5,
and every year thereafter, the Agreement shall be automatically
renewed for an
additional 12 month period (the "Extension Period"), effective on
each
anniversary date of the Effective Date, unless either party
notifies the other
party in writing not less than 90 days prior to the expiration of
the Original
Employment Term or any subsequent 12 month period.
3. COMPENSATION
3.1 Base
Compensation. For the services to be rendered by Executive
under
this Agreement, Executive shall be entitled to receive an initial
annual base
compensation ("Base Compensation") of $300,000, payable in
substantially equal
twice-monthly installments. Thereafter, the Base Compensation shall
be reviewed
and adjusted annually as determined by the Compensation Committee
(the
"Compensation Committee") of the Board of Directors (the "Board")
of the
Company, or if there is no Compensation Committee, then by the
Board provided,
however, in no event may the Base Compensation be adjusted below
the initial
annual Base Compensation set forth in this Section 3.1.
3.2 Bonus
Compensation. The Compensation Committee shall review
Executive's performance at least annually during each year of the
Original
Employment Term and during any periods of automatic extension of
this Agreement
pursuant to Section 2.2 and cause the Company to award Executive a
cash bonus
targeted at 25% of the Executive's Base Compensation which the
Compensation
Committee shall reasonably determine as fairly compensating and
rewarding
Executive for services rendered to the Company and/or as an
incentive for
continued service to the Company. The amount of such cash bonus
shall be
determined in the sole and absolute discretion of the Compensation
Committee,
shall be dependent on, among other things, the achievement of
certain
performance levels by the
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Company, including, without limitation, growth in funds from
operations, and
Executive's performance and contribution to increasing the funds
from
operations.
3.3
Benefits.
(a) Medical Insurance. The Company shall provide to Executive
and
Executive's spouse and children, at its sole cost, such health,
dental and
optical insurance as the Company may from time to time make
available to its
other executive employees.
(b) Life and Disability Insurance. The Company shall provide
Executive such disability and life insurance as the Company in its
sole
discretion may from time to time make available to its other
executive
employees.
(c) Pension Plans, Etc. Executive shall be entitled to
participate
in all pension, 401(k) and other employee plans and benefits
established by the
Company on at least the same terms as the Company's other executive
employees.
3.4
Vacation. Executive shall be entitled to four (4) vacation weeks
(20
business days) in each calendar year, subject to and on a basis
consistent with
Company policy. In addition, Executive shall be entitled to all
Company holidays
and other paid time off in accordance with Company policy.
4. POSITION AND DUTIES
4.1
Position. Executive shall serve as President & Chief
Operating
Officer. The Company agrees that the duties that may be assigned
Executive shall
be the usual and customary duties of the President and Chief
Operating Officer.
Executive shall have such executive power and authority as shall
reasonably be
required to enable Executive to discharge the duties of such
offices. At the
Company's request, Executive may, at Executive's discretion, serve
the Company
and its respective subsidiaries in other offices and capacities in
addition to
the foregoing, but shall not be required to do so. In the event the
Company and
Executive mutually agree that Executive shall terminate Executive's
service in
any one or more of the aforementioned capacities, or Executive's
service in one
or more of the aforementioned capacities is terminated,
Executive's
compensation, as specified in this Agreement, shall not be
diminished or reduced
in any manner.
4.2
Devotion of Time and Effort. Executive shall use Executive's
good
faith best efforts and judgment in performing Executive's duties as
required
hereunder and to act in the best interests of the Company.
Executive shall
devote substantially all of his business time and attention to the
performance
of services of the Company in his capacity as an officer thereof
and as may
reasonably be requested by the Board.
4.3 Other
Activities. Executive may engage in other activities for
Executive's own account while employed hereunder, including,
without limitation,
charitable, community and other business activities, provided that
such other
activities do not materially interfere with the performance of
Executive's
duties hereunder.
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4.4
Business Expenses. The Company shall promptly, but in no event
later
than ten business days after submission of a claim of expenditure,
reimburse
Executive for all reasonable business expenses including, without
limitation,
business seminar fees, professional association dues, bar dues and
reasonable
entertainment expenses incurred by Executive in connection with the
business of
the Company, upon presentation to the Company of written receipts
for such
expenses. Such reimbursement shall also include, but not be limited
to,
reimbursement for all reasonable travel expenses, including all
airfare, hotel
and rental car expenses incurred by Executive in traveling in
connection with
the business of the Company.
4.5
Company's Obligations. The Company shall provide Executive with
any
and all necessary or appropriate current financial information and
access to
current information and records regarding all material transactions
involving
the Company, including but not limited to acquisition of assets,
personnel
contracts, dispositions of assets, service agreements and
registration
statements or other state or federal filings or disclosures,
reasonably
necessary for Executive to carry out Executive's duties and
responsibilities
hereunder. In addition, the Company agrees to provide Executive, as
a condition
to Executive's services hereunder, such staff, equipment and office
space as is
reasonably necessary for Executive to perform Executive's duties
hereunder.
5. TERMINATION
5.1 By
Company Without Cause. The Company may terminate this Agreement
without "cause" (as hereinafter defined) at any time following the
Effective
Date, provided that the Company first deliver to Executive the
Company's written
election to terminate this Agreement at least 90 days prior to the
effective
date of termination.
5.2 Severance
Payment.
(a) Amount. In the event the Company terminates Executive's
services
hereunder without cause pursuant to Section 5.1 or by Executive
pursuant to
Section 5.5, Executive shall continue to render services to the
Company pursuant
to this Agreement until the date of termination and shall continue
to receive
compensation, as provided hereunder, through the termination date.
In addition
to other compensation payable to Executive for services rendered
through the
termination date, the Company shall pay Executive no later than the
date of such
termination, as a single severance payment, an amount equal to (i)
Executive's
highest monthly Base Compensation paid hereunder during the
preceding 12 month
period, multiplied by 9, plus (ii) 9/12 the average annual bonus
(excluding any
bonus payment deemed by the Compensation Committee in its sole
discretion to be
a "Special Bonus") received by the Executive during the preceding
twenty-four
month period (the "Severance Amount").
(b)
Benefits. In the event Executive's employment hereunder is
terminated by the Company without cause pursuant to Section 5.1 ,
by the Company
with cause on account of Executive's Disability (as defined in
Section 5.3(d)
hereof), or by Executive pursuant to Section 5.5, then in addition
to paying
Executive the Severance Amount, the Company shall continue to pay
for and
provide to Executive and Executive's spouse and children, as
applicable, all of
the benefits described in Section 3.3 for a period of 9 months
commencing on the
date of such termination (the "Severance Benefits").
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(c) Acceleration of Vesting. In the event Executive's
employment
hereunder is terminated by the Company without cause pursuant to
Section 5.1 or
by Executive pursuant to Section 5.5, then in addition to paying
Executive the
Severance Amount and the Severance Benefits, the vesting of (i) the
unvested
portion of any stock option to purchase Company common stock
granted to
Executive ("Stock Options") and (ii) any shares of Company common
stock granted
to Executive which is subject to forfeiture ("Restricted Stock"),
shall be
accelerated and shall become fully vested and immediately
exercisable and all
Stock Options shall be exercisable through the earlier of the
expiration date of
the option provided for in the option grant agreement (without
regard to
termination of employment)(the "Final Exercise Date") or 24 months
following the
Termination date and, with respect to Restricted Stock, shall cease
to be
subject to forfeiture. Notwithstanding the preceding sentence, in
the case of
any Stock Options that are outstanding on the date of this
Agreement, the
extension of the exercise period provided for in the preceding
sentence shall
not extend the period during which such Stock Options may be
exercised beyond
the date that is the later of the fifteenth day of the third month
following the
date, or December 31 of the calendar year in which, the Stock
Option would
otherwise have expired if the exercise period had not been extended
based on the
terms of such options at the original grant date.
5.3 By the
Company For Cause. The Company may terminate Executive for
cause at any time, upon written notice to Executive. For purposes
of this
Agreement, "cause" shall mean:
(a) Executive's conviction for commission of a felony;
(b) Executive's willful commission of any act of theft,
embezzlement
or misappropriation against the Company;
(c) Executive's willful and continued failure to substantially
perform Executive's duties hereunder (other than such failure
resulting from
Executive's incapacity due to physical or mental illness), which
failure is not
remedied within a reasonable time after written demand for
substantial
performance is delivered by the Company which specifically
identifies the manner
in which the Company believes that Executive has not substantially
performed
Executive's duties; or
(d) Executive's death or Disability (as hereinafter defined).
In the
event Executive is terminated for cause pursuant to this
Section
5.3, Executive shall have the right to receive Executive's
compensation as
otherwise provided under this Agreement through the effective date
of
termination. Executive shall have no further right to receive
compensation or
other consideration from the Company or have any other remedy
whatsoever against
the Company as a result of this Agreement or the termination of
Executive
pursuant to this Section 5.3, except as set forth below with
respect to a
termination due to Executive's Disability.
In the
event Executive is terminated by reason of Executive's
Disability,
the Company shall immediately pay Executive or his or her estate a
single
severance payment equal to the Severance Amount. Said payment shall
be in
addition to any life insurance or disability insurance payments to
which
Executive or his or her estate is otherwise entitled and any
other
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compensation earned by Executive hereunder. For purposes of this
Agreement, the
term "Disability" shall mean death or (a) that the Executive is
unable to engage
in any substantial gainful activity by reason of any medically
determinable
physical or mental impairment that can be expect to result in death
or can be
expected to last for a continuous period of not less than 12
months, (b) that
the Executive is, by reason of any medically determinable physical
or mental
impairment that can be expected to result in death or can be
expected to last
for a continuous period of not less than 12 months, receiving
income replacement
benefits for a period of not less than 3 months under an accident
and health
plan covering employees of the Company, or (c) that the Executive
has been
determined to be totally disabled by the Social Security
Administration.
5.4
Executive's Voluntary Termination. Executive may, at any time,
terminate this Agreement upon written notice delivered to the
Company at least
90 days prior to the effective date of termination. In the event of
such
voluntary termination of this Agreement by Executive: (i) Executive
shall have
the right to receive Executive's compensation as provided hereunder
through the
effective date of termination; and (ii) the Company on the one
hand, and
Executive, on the other hand, shall not have any further right or
remedy against
one another except as provided in Sections 6, 7 and 8 hereof which
shall remain
in full force and effect.
5.5 Change
of Control. Executive may terminate this Agreement, upon at
least 10 days' prior written notice to the Company at any time
within one year
after a "change in control" (as hereinafter defined) of the
Company. In the
event Executive terminates this Agreement within one year after a
change in
control pursuant to this Section 5.5, (i) Executive shall continue
to render
services pursuant hereto and shall continue to receive
compensation, as provided
hereunder, through the termination date, (ii) the Company shall pay
Executive no
later than the date of such termination, as a single severance
payment, an
amount equal to the Severance Amount and (iii) following such
termination, the
Company shall provide the Severance Benefits as required by Section
5.2(b). For
purposes of this Agreement, a "change in c
