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EXHIBIT 4.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated
March 28,
2005 by and between Callisto Pharmaceuticals, Inc., a Delaware
corporation (the
"Company"), and Pamela Harris, an individual (the
"Executive").
The Company desires to employ the Executive, and the Executive
wishes
to accept such employment with the Company, upon the terms and
conditions set
forth in this Agreement.
NOW THEREFORE, in consideration of the foregoing facts and
mutual
agreements set forth below, the parties, intending to be legally
bound, agree as
follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive,
and
Executive hereby accepts such employment and agrees to perform
Executive's
duties and responsibilities in accordance with the terms and
conditions
hereinafter set forth.
1.1 DUTIES AND RESPONSIBILITIES. Executive shall serve as
Chief Medical Officer. During the Employment Term, Executive
shall perform all
duties and accept all responsibilities incident to such
positions and other
appropriate duties as may be assigned to Executive by the
Company's Executive
Vice President, Research & Development from time to time.
The Company shall
retain full direction and control of the manner, means and
methods by which
Executive performs the services for which she is employed
hereunder and of the
place or places at which such services shall be rendered.
1.2 EMPLOYMENT TERM. The term of Executive's employment
under
this Agreement shall commence as of March 28, 2005 (the
"Effective Date") and
shall continue for 12 months, unless earlier terminated in
accordance with
Section 4 hereof. The term of Executive's employment shall be
automatically
renewed for successive one (1) year periods until the Executive
or the Company
delivers to the other party a written notice of their intent not
to renew the
"Employment Term," such written notice to be delivered at least
sixty (60) days
prior to the expiration of the then-effective "Employment Term"
as that term is
defined below. The period commencing as of the Effective Date
and ending 12
months thereafter or such later date to which the term of
Executive's employment
under the Agreement shall have been extended by mutual written
Agreement is
referred to herein as the "Employment Term."
1.3 EXTENT OF SERVICE. During the Employment Term, Executive
agrees to use Executive's best efforts to carry out the duties
and
responsibilities under Section 1.1 hereof and to devote
substantially all
Executive's business time, attention and energy thereto.
Executive further
agrees not to work either on a part-time or independent
contracting basis for
any other business or enterprise during the Employment Term
without the prior
written consent of the Company's Board of Directors (the
"Board"), which consent
shall not be unreasonably withheld.
1.4 BASE SALARY. The Company shall pay Executive a base
salary
(the "Base Salary") at the annual rate of $220,000 (U.S.),
payable at such times
as the Company customarily pays its other senior level
executives (but in any
event no less often than monthly). The Base
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Salary shall be subject to all state, federal, and local payroll
tax withholding
and any other withholdings required by law.
1.5 INCENTIVE COMPENSATION. Executive shall be eligible to
earn a cash bonus of up to $20,000 for each twelve-month period
during the
Employment Term based on meeting performance objectives and
bonus criteria to be
mutually identified by Executive and the Executive Vice
President, Research &
Development. Executive's bonus, if any, shall be subject to all
applicable tax
and payroll withholdings.
1.6 OPTIONS. The Company's Compensation Committee (the
"Committee") will make an initial grant of options to the
Executive as follows:
(a) an incentive ten year option to purchase up to
200,000 additional Company Common Shares at an exercise price
equal to
the fair market value of the Company's common stock on the date
of
grant, which shall vest pursuant to the following schedule:
Assuming
the Executive is employed by the Company on the vesting dates,
30,000
options will vest on March 28, 2006, 30,000 options will vest on
March
28, 2007; and 40,000 options will vest on March 28, 2008. The
remaining
100,000 options will vest pursuant to the following schedule:
30,000
options will vest upon the successful completion of a Phase
IIb
clinical trial for Atiprimod or a comparable clinical trial
involving
another Company drug candidate, other than Atiprimod or
Annamycin,
30,000 options will vest upon the successful completion of a
Phase IIb
clinical trial for Annamycin and 40,000 options will vest upon
the
successful completion of a Phase III clinical trial for
Annamycin; and
(b) the Committee in exercising its unrestricted
discretion may grant such additional options to the Executive
each year
of the Employment Term as it deems appropriate.
1.7 OTHER BENEFITS. During the Employment Term, Executive
shall be entitled to participate in all employee benefit plans
and programs made
available to the Company's senior level executives as a group or
to its
employees generally, as such plans or programs may be in effect
from time to
time (the "Benefit Coverages"), including, without limitation,
medical, dental,
hospitalization, short-term and long-term disability and life
insurance plans,
accidental death and dismemberment protection and travel
accident insurance.
Executive shall be provided office space and staff assistance
appropriate for
Executive's position and adequate for the performance of her
duties.
1.8 REIMBURSEMENT OF EXPENSES; VACATION; SICK DAYS AND
PERSONAL DAYS. Executive shall be provided with reimbursement of
expenses
related to Executive's employment by the Company on a basis no
less favorable
than that which may be authorized from time to time by the
Board, in its sole
discretion, for senior level executives as a group. Executive
shall be entitled
to vacation and holidays in accordance with the Company's normal
personnel
policies for senior level executives, but not less than three
(3) weeks of
vacation per calendar year, provided Executive shall not utilize
more than ten
(10) consecutive business days without the express consent of
the Chief
Executive Officer. Unused vacation time will be forfeited as
of
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December 31 of each calendar year of the Employment Term.
Executive shall be
entitled to no more than an aggregate of ten (10 ) sick days and
personal days
per calendar year.
1.8 NO OTHER COMPENSATION. Except as expressly provided in
Sections 1.4 through 1.9, Executive shall not be entitled to any
other
compensation or benefits.
2. CONFIDENTIAL INFORMATION. Executive recognizes and
acknowledges that
by reason of Executive's employment by and service to the
Company before, during
and, if applicable, after the Employment Term, Executive will
have access to
certain confidential and proprietary information relating to the
Company's
business, which may include, but is not limited to, trade
secrets, trade
"know-how," product development techniques and plans, formulas,
customer lists
and addresses, financing services, funding programs, cost and
pricing
information, marketing and sales techniques, strategy and
programs, computer
programs and software and financial information (collectively
referred to as
"Confidential Information"). Executive acknowledges that such
Confidential
Information is a valuable and unique asset of the Company and
Executive
covenants that he will not, unless expressly authorized in
writing by the
Company, at any time during the course of Executive's employment
use any
Confidential Information or divulge or disclose any Confidential
Information to
any person, firm or corporation except in connection with the
performance of
Executive's duties for the Company and in a manner consistent
with the Company's
policies regarding Confidential Information. Executive also
covenants that at
any time after the termination of such employment, directly or
indirectly, he
will not use any Confidential Information or divulge or disclose
any
Confidential Information to any person, firm or corporation,
unless such
information is in the public domain through no fault of
Executive or except when
required to do so by a court of law, by any governmental agency
having
supervisory authority over the business of the Company or by any
administrative
or legislative body (including a com
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