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 committee
thereof) with apparent
jurisdiction
to order E
