This Agreement
(“ Agreement ”) shall be effective as of August
13, 2009, by and between DISCOVERY LABORATORIES, INC., a Delaware
corporation (“ Company ”) and W. THOMAS AMICK,
Chairman of the Board of Directors of the Company (“
Amick ”).
WHEREAS, the Company has requested that Amick,
in addition to serving as Chairman of the Board, accept the
position of Chief Executive Officer (“ CEO ”),
and Amick has agreed to serve in that capacity on a part-time,
interim basis and on the terms as set forth in this
Agreement.
NOW, THEREFORE, intending to be legally bound, ,
the Company and Amick agree as follows:
1. CEO
Appointment . The Company hereby appoints Amick, and
Amick agrees to serve, as CEO of the Company. The
parties agree that Amick will continue to serve as Chairman of the
Company’s Board of Directors during the Term of this
Agreement.
2. Duties
. Amick will be responsible for all duties customarily
associated with the title CEO, with a specific focus on securing
strategic alliance partners and/or accessing capital through
financing and other transactions to advance the Company’s
KL 4
surfactant pipeline and to build
shareholder value.
3. Term
. Amick will serve as CEO until such time as the
Company’s Board of Directors determine that his services as
CEO are no longer needed (the “ Term
”). In any event, unless extended in writing, this
Agreement will terminate on June 30, 2010.
4. Time;
Location . During the Term, Amick agrees
to devote, on a part-time basis, such of his business time,
attention and efforts as reasonably necessary to the proper
performance of his duties. The parties currently expect
that his duties will require, on average, approximately two days
per week. Amick will render services to the Company at
the Company’s headquarters located in Doylestown,
Pennsylvania, or at such other places as he shall deem appropriate
for the performance of his duties.
5.
Compensation . In consideration of the services
to be provided under this Agreement, the Company will pay Amick at
a per diem rate of Three Thousand Dollars ($3,000),
payable monthly in arrears at the end of each calendar
month. In addition:
(a) the Company will
pay or reimburse Amick for all reasonable expenses incurred in
carrying out his duties and responsibilities under this Agreement,
including lodging and travel expenses, subject to submission of
documentation in accordance with the Company’s reimbursement
policies.
(b) Amick shall be
entitled to an award of 60,000 options to purchase common stock of
the Company under the Company’s 2007 Long-Term Incentive
Plan, on such terms and effective as of such date as are approved
by the Compensation Committee of the Company’s Board of
Directors.
