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Executive Employment Agreement

Employment Agreement

Executive Employment Agreement | Document Parties: Micromet, Inc | Christian Itin You are currently viewing:
This Employment Agreement involves

Micromet, Inc | Christian Itin

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Title: Executive Employment Agreement
Governing Law: Delaware     Date: 11/9/2006
Industry: Biotechnology and Drugs     Sector: Healthcare

Executive Employment Agreement, Parties: micromet  inc , christian itin
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Exhibit 10.13
Executive Employment Agreement
This executive employment agreement (the “ Agreement ”) is entered into as of June 2, 2006 by and between Micromet, Inc. (hereinafter “ Company ”) and Dr. Christian Itin (hereinafter “ Executive ”).
Whereas, Company desires to employ Executive to provide personal services to Company, and wishes to provide Executive with certain compensation and benefits in return for his services; and
Whereas, Executive wishes to be employed by Company and provide personal services to 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 by Company
           1.1 Position. Subject to terms set forth herein, Company agrees to employ Executive in the position of President, Chief Executive Officer, and Executive hereby accepts such employment. During his employment with Company, Executive will devote his best efforts and substantially all of his business time and attention to the business of Company, except for vacation periods and reasonable periods of illness or other incapacities permitted by Company’s general employment policies.
           1.2 Duties and Location. Executive will serve in an executive capacity and will perform such duties as are customarily associated with his then current title, consistent with the certificate of incorporation and the bylaws of Company, and as required by the board of directors of Company (the “ Board ”), including, without limitation, the performance of activities as an officer of Company or Company’s subsidiaries. Executive will report directly to the Board. Executive’s primary office location will be in the greater Munich metropolitan area. Company reserves the right to reasonably require Executive to perform his duties at places other than at his primary office location from time to time, and to require reasonable business travel. Upon termination of the employment pursuant to Section 7, Executive agrees to resign from all functions which he exercised or assumed on the basis of or in connection with Executive’s employment by Company. In the event the Board determines that Executive’ primary office location should be Company’s headquarters in the United States, the Board and Executive will discuss in good faith the terms under which Company and Executive may agree to such relocation.
           1.3 Term. The term of this Agreement will commence on June 2, 2006 and will continue from that date until June 1, 2010 (the “ Initial Term ”), and will be extended automatically for consecutive one (1) year periods (each an “ Extension Term ”, and collectively with the Initial Term referred to herein as the “ Employment Term ”). If Company or Executive decides not to extend the Initial Term or any Extension Term, it or he may terminate this Agreement by providing written notice of termination in accordance with Section 7.2 or 7.4, respectively, and the terms of Section 7.2 or 7.4 will apply with respect to any such termination by Company or Executive, respectively. In addition, the Employment Term terminates upon termination of employment pursuant to Section 7 below.

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           1.4 Policies and Procedures. In addition to the terms of this Agreement, the employment relationship between the parties will be governed by the general employment policies and practices of Company, including those relating to protection of confidential information and assignment of inventions. If the terms of this Agreement differ from or are in conflict with Company’s general employment policies or practices, this Agreement will control.
           1.5 Board of Directors. Company will use its best efforts to elect Executive to the Board for so long as Executive holds the position of Chief Executive Officer of Company. Executive agrees to serve as a director if elected by the shareholders and the Board.
      2.  Compensation
           2.1 Base Salary. For services rendered hereunder by Executive during the Employment Term, Executive will receive an annualized base salary of two hundred sixty-eight thousand Euros (€268,000) (the “ Base Salary ”), payable in accordance with Company’s regular payroll schedule (but not less frequently than monthly), less any payroll withholding and deductions due on such salary in accordance with applicable law and Company’s general employment policies or practices. Such Base Salary will be reviewed annually by the Compensation Committee of the Board and may be increased at its discretion. The Base Salary covers all overtime.
           2.2 Bonus. Executive will participate in Company’s Management Incentive Compensation Plan adopted by Company from time to time or in such other bonus plan as the Board may approve for the senior executive officers of Company. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan will be on the terms and subject to the conditions specified in the governing document of the particular plan.
           2.3 Equity Compensation. Executive will participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of Company, including, without limitation, Company’s current Equity Incentive Award Plan. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan will be on the terms and subject to the conditions specified in the governing document of the particular plan.
           2.4 Acceleration of Vesting. The provisions concerning vesting pursuant to clauses (a), (b) and (c) of this Section 2.4 will be cumulative, and are hereby deemed to be a part of all stock options, restricted stock and such other awards granted pursuant to Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof (each a “ Stock Award ”) and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.
                (a)  Subject to any additional acceleration of vesting and exercisability in connection with a Change of Control (as defined in subsection (d) below), fifty percent (50%) of Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable on the date of first closing of any transaction or the stockholder vote resulting in such Change of Control, and all of Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable six (6) months from such date if Executive is still employed by Company at that time.

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                (b)  If Executive’s employment is terminated by Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Permanent Disability, Executive’s outstanding unvested Stock Awards that would have vested over the twelve (12) month period following the date of termination had Executive remained continuously employed by Company during such period, will be automatically vested and exercisable on the date of termination.
                (c)  If Executive’s employment is terminated by Company without Cause or by Executive for Good Reason within six (6) months prior to or twelve (12) months following a Change of Control, all of Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable on the later of (i) the date of termination or (ii) the date of first closing of any transaction or the stockholder vote resulting in such Change of Control. If the employment is terminated prior to the Change of Control, Company will inform Executive in writing of any Change of Control occurring within six (6) months of such termination, and will offer to Executive any of Executive’s Stock Awards that had not vested at the time of termination.
                (d) “Change of Control” means and includes each of the following events:
                     (i)  the acquisition, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections 3(a)(9), 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules thereunder) of “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“ Voting Securities ”) of Company that represent fifty percent (50%) or more of the combined voting power of Company’s then outstanding Voting Securities, other than :
                          (1)  an acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by Company or any person controlled by Company or by any employee benefit plan (or related trust) sponsored or maintained by Company or any person controlled by Company, or
                          (2)  an acquisition of Voting Securities by Company or a corporation owned, directly or indirectly by the stockholders of Company in substantially the same proportions as their ownership of the stock of Company, or
                          (3)  an acquisition of Voting Securities pursuant to a transaction described in clause (iii) below that would not be a Change of Control under clause (iii);

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                          Provided, however, that notwithstanding the foregoing, the following event will not constitute an “acquisition” by any person or group for purposes of this subsection (i): an acquisition of Company’s securities by Company (the “ Securities Repurchase ”) which causes Company’s Voting Securities beneficially owned by a person or group to represent fifty percent (50%) or more of the combined voting power of Company’s then outstanding Voting Securities, except that such Securities Repurchase will constitute a Change of Control if and when such person or group, after such Securities Repurchase, becomes the beneficial owner of any additional Voting Securities of Company;
                     (ii)  if, during any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than any director designated by a person who has entered into an agreement with Company to effect a transaction described in clauses (i) or (iii) of this Section 2.4(d) whose election by the Board or nomination for election by Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the two (2) year period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority thereof;
                     (iii)  the consummation by Company (whether directly involving Company or indirectly involving Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Company’s assets or (z) the acquisition of assets or stock of another entity, in each case other than:
                          (1)  a transaction which results in Company’s Voting Securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into Voting Securities of Company or the person that, as a result of the transaction, controls, directly or indirectly, Company or owns, directly or indirectly, all or substantially all of Company’s assets or otherwise succeeds to the business of Company (Company or such person, the “ Successor Entity ”) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding Voting Securities immediately after the transaction, and
                          (2)  a transaction after which no person or group beneficially owns Voting Securities representing fifty percent (50%) or more of the combined voting power of the Successor Entity; provided, however , that no person or group will be treated for purposes of this clause (2) as beneficially owning fifty percent (50%) or more of combined voting power of the Successor Entity solely as a result of the voting power held in Company prior to the consummation of the transaction.
           2.5 Standard Company Benefits. Executive will be entitled to all rights and benefits for which he is eligible under the terms and conditions of the standard benefits and compensation practices which may be in effect from time to time and provided by Company to its employees generally, as may be adopted, amended or discontinued in its discretion, consistent with then applicable law.

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           2.6 Business Expenses . Company will reimburse Executive for Company-related travel, entertainment and other expenses reasonably incurred by Executive on behalf of Company pursuant to Company’s expense reimbursement policy for its employees.
      3.  Insurance and Indemnification
           3.1 Disability and Life Insurance.
                (a)  Company will provide at Company’s expense, and for the benefit of Executive and his designated beneficiaries, disability and life insurance for the duration of the Employment Term in the amount of at least €1,000,000.00 in the event of disability and at least €500,000.00 in the event of death, all as provided to Executive immediately prior to the effective date of this Agreement.
                (b)  Company will have the right to take out life, health, accident, “key-man” or other insurance covering Executive, in the name of Company and at Company’s expense in any amount deemed appropriate by Company. Executive will assist Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies.
           3.2 D&O Insurance. Company will obtain and maintain at Company’s expense during the Employment Term and for six (6) years thereafter liability insurance for the directors and officers of Company (D&O insurance) in the amount of at least US$ 10 million.
           3.3 Indemnification. Company and Executive will enter into a separate indemnification agreement, and Company will indemnify Executive in accordance with the terms of such agreement.
      4.  Vacation
          Executive is entitled to an annual, paid vacation in accordance with Company’s standard policies and as otherwise provided for senior executive officers, but in no event less than twenty (20) working days. Working days are all calendar days with the exception of Saturdays, Sundays and statutory holidays in the greater Munich metropolitan area. Executive will coordinate the date of vacation reasonably in advance with the other executive officers of Company and will provide reasonable advance notification to the chairman of the Board.
      5.  Outside Activities During Employment
           5.1 Exclusive Employment. Executive agrees not to become engaged in any other business activity which, in the reasonable judgment of the Board, is likely to interfere with Executive’s ability to discharge his duties and responsibilities to Company. Executive may engage in civic and not-for-profit activities, and participate in industry associations so long as such activities do not materially interfere with the performance of his duties hereunder. Executive agrees that he will not join any boards, other than community and civic boards and boards of industry associations which do not interfere with his duties to Company, without the prior approval of the Board.

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           5.2 No Adverse Interests. Except as permitted by Section 5.3, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by him to be adverse or antagonistic to Company, its business or prospects, financial or otherwise.
           5.3 Non-Competition during Employment Term. During the Employment Term, except on behalf of Company or as expressly authorized by the Board, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which were known by him to compete directly with Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by Company; provided, however , that anything above to the contrary notwithstanding, he or his immediate family may own, as a passive investor, securities of any competitor corporation, so long as his direct holdings in any one such corporation will not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation.
      6.  Proprietary Information Obligations
          As a condition of employment, Executive agrees to execute and abide by the Proprietary Information and Inventions Agreement attached hereto as Exhibit A.
      7.  Termination Of Employment
           7.1 Termination by Company for Cause.
                (a)  Company may terminate Executive’s employment with Company at any time for Cause, determined in the Board’s discretion, upon written notice to Executive.
                (b) Cause ” means: (i) a material breach of this Agreement or any other written agreement between Executive and Company; (ii) Executive’s gross negligence or willful misconduct in the performance of his duties; (iii) the commission of any act or omission constituting dishonesty or fraud that has a material adverse impact on Company or any successor or affiliate

 
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