Exhibit 10.14
Executive Employment
Agreement
This
executive employment agreement (the “Agreement”) is
entered into as of July 1, 2006 by and between Micromet,
Inc. (hereinafter “ Company ”) and
Matthias Alder (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 Senior Vice President, General
Counsel and Secretary, 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. 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 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.
1.3
Location.
(a) Executive understands that Company’s current
headquarter offices are located in Carlsbad, CA, and that Company
anticipates that it will move its headquarter offices to an East
Coast location. As of the date of this Agreement, Executive’s
primary office location will be in the greater Washington, D.C.
metropolitan area. Unless Company’s permanent headquarter
offices are in the greater Washington, D.C. metropolitan area,
Company will pay the reasonable cost of a satellite office at
Executive’s primary office location (e.g. Regus Group or a
similar organization leasing temporary office space) and
Executive’s expenses for travel, lodging and incidentals
incurred in connection with Executive’s travel to
Company’s permanent headquarter offices. Further, 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.
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(b) If Company’s permanent headquarter offices
are not in the greater Washington, D.C. metropolitan area, then
Company may request that Executive relocate his primary office
location to Company’s permanent headquarter offices, and
Executive will effect such relocation within six months following
such request. Company will reimburse Executive for the cost of
renting an apartment in the area of Company’s headquarter
offices for the period commencing upon Executive’s relocation
and ending on the earlier to occur of the purchase of the family
home in the area of Company’s headquarter offices or six
months from the date of relocation; provided that Company will not
be required to reimburse any such rental costs in excess of
$15,000.
(c) In the event of any relocation of
Executive’s primary office location, Company will pay all of
Executive’s reasonable expenses for the relocation of
Executive, his family and household to the area of Company’s
headquarter offices. In addition, if the sale of Executive’s
then-current home at the original primary office location occurs
after the lease or purchase of Executive’s new home in the
area of Company’s headquarter offices, Company will reimburse
the mortgage payments for Executive’s then-current home
during the period starting on the date on which it is first offered
for sale and ending on the date of closing of the sale, but in no
event for longer than six (6) months; provided that Executive will
use good faith efforts to effect the sale as soon as practicable,
and provided further that Company will not be required to reimburse
any such mortgage payments in excess of $25,000.
1.4
Term. The term of this Agreement will commence on July 1,
2006 and will continue from that date until June 30, 2010 (the
“ Initial Term ”), and will be extended
automatically for consecutive one (1) year periods (each an
“ Extension Term ”, and collectively with the
Initial Term referred to herein as the “ Employment
Term ”). If Company or Executive decides not to extend
the Initial Term or any Extension Term, it or he may terminate this
Agreement by providing written notice of termination in accordance
with Section 7.2 or 7.4, respectively, and the terms of
Section 7.2 or 7.4 will apply with respect to any such
termination by Company or Executive, respectively. In addition, the
Employment Term terminates upon termination of employment pursuant
to Section 7 below.
1.5
Policies and Procedures. In addition to the terms of this
Agreement, the employment relationship between the parties will be
governed by the general employment policies and practices of
Company, including those relating to protection of confidential
information and assignment of inventions. If the terms of this
Agreement differ from or are in conflict with Company’s
general employment policies or practices, this Agreement will
control.
2. Compensation
2.1
Base Salary. For services rendered hereunder by Executive
during the Employment Term, Executive will receive an annualized
base salary of three hundred US dollars (US$ 300,000) (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.
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2.2
Transition Compensation. To assist Executive in his transition
from his current partnership position at Cooley Godward, for the
period from July 1, 2006 through December 31, 2006,
Executive will receive additional compensation of US$ 16,666 per
month, payable in accordance with the Company’s payroll
policies and subject to customary deductions and withholdings, as
required by law.
2.3
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.
2.4
Equity Compensation.
(a) On the date of this Agreement or as soon as
practicable thereafter, but in no event later than thirty
(30) days after the date of this Agreement Executive will be
granted an option to purchase up to 250,000 shares of Common Stock
of the Company (the “Initial Stock Options”). The
Initial Stock Options will have an exercise price equal to the fair
market value of the Company’s Common Stock on the date of
grant, as determined by the Board. The Initial Stock Options will
be granted as incentive stock options to the maximum extent
permitted by law, and otherwise will be non-qualified stock
options. The Initial Stock Options will be subject to the Micromet,
Inc. 2006 Equity Incentive Award Plan (the “Plan”) and
the Company’s standard form of stock option agreement, which
Executive will be required to execute as a condition to this grant.
The Initial Stock Options will vest over a four-year period, with
25% of the shares subject to the Initial Stock Options vesting
after 12 months of the date of this Agreement, and 1/48 of the
shares subject to the options vesting on a monthly basis
thereafter.
(b) In addition to the Initial Stock Options,
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.
2.5
Acceleration of Vesting. The provisions concerning vesting
pursuant to clauses (a), (b) and (c) of this Section 2.5
will be cumulative, and are hereby deemed to be a part of all stock
options, including the Initial 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.
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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);
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;
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(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 2.5(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.
2.6
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. Until such
time as Company has established its own health insurance for which
Executive is eligible, Company will reimburse Executive for his
payments for a continuation of his current health insurance
pursuant to COBRA.
2.7
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.
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3. Insurance and
Indemnification
3.1
AD&D, Long-Term Care and Life Insurance.
(a) Company will reimburse Executive for the cost of
his AD&D, long-term care and life insurance in place as of the
date of this Agreement, or corresponding insurance coverage by
different insurers at comparable or lesser cost.
(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 the timing of such vacation will be
subject to the prior approval of the Chief Executive Officer.
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 Chief Executive Officer, 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.
5.2
No Adverse Interests. Except as permitted by Section 5.3,
Executive agrees not to acquire, assume or participa
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