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Exhibit 10.2
September
12, 2007
J.
Chris Houchins
27
Saw Mill Road
Warren,
NJ 07059
Dear
Mr. Houchins:
We
are pleased to offer you the position of Vice President of
Clinical Development of Arno Therapeutics, Inc.
(“Arno”). This letter (the “Letter”)
sets forth the proposed terms of your employment with
Arno:
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1.
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You
shall serve as Vice President of Clinical Development of Arno and
shall have such powers and perform such duties as are customarily
performed by the Vice President of Clinical Development. You shall
report directly to Dr. Scott Fields.
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2.
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You
shall receive an annual base salary equal to One Hundred Eighty
Thousand Dollars ($180,000), payable in accordance with
Arno’s payroll practices.
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3.
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You
will receive an annual bonus of up to 25% of your base salary based
upon the successful accomplishment of individual and corporate
performance goals to be agreed upon annually between you and the
President of Arno, which amount shall be pro-rated for the year
2007. Any performance bonus shall be payable on or about December
31
st of
each year.
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4.
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Arno
shall grant to you stock options pursuant to the Company’s
2005 Stock Option Plan (the “Employment Options”) to
purchase Fifty Thousand (50,000) shares of common stock of Arno,
par value $0.001 per share (the “Common Stock”). The
Employment Options shall have an exercise price equal to Two
Dollars ($2.00) per share. The Employment Options shall be subject
to the terms and conditions of the Plan and shall vest and become
exercisable in accordance with the following schedule:
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a.
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12,500
Employment Options shall become exercisable on the first
anniversary of the Effective Date; and
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b.
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thereafter,
1,042 Employment Options shall become exercisable on the last day
of each calendar month until all remaining Employment Options are
fully vested and exercisable (each date on which Employment Options
vest is hereinafter referred to as a "Vesting Date").
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c.
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For
purposes of this Agreement, “Fully Diluted Basis” shall
mean the number of shares of Common Stock that would be outstanding
at the time of issue.
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5.
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Arno
will reimburse you for all normal, usual and necessary expenses
incurred in furtherance of the business and affairs of Arno,
including reasonable travel and entertainment, upon timely receipt
by Arno of appropriate vouchers or other proof of your expenditures
and otherwise in accordance with any expense reimbursement policy
as may from time to time be adopted by Arno.
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6.
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You
shall be entitled to three (3) weeks of vacation, sick and personal
days per year.
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7.
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Your
employment will be on an at-will basis and shall commence on
September __, 2007, or such other time as may be agreed to by you
and Arno.
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8.
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You
shall be entitled to participate in the group medical policy of
Arno. Arno will pay for health and dental insurance premiums for
you at the basic level insurance plan. Should you desire to enroll
in the higher insurance plan, you will be responsible for the
payment of the difference in premium costs between the two plans.
You shall be entitled to participate in any other benefits made
available to employees of Arno.
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a.
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You
recognize and acknowledge that in the course of your duties you are
likely to receive confidential or proprietary information owned by
Arno, its affiliates or third parties with whom Arno or any such
affiliates has an obligation of confidentiality. Accordingly,
during and after the Term, you agree to keep confidential and not
disclose or make accessible to any other person or use for any
other purpose other than in connection with the fulfillment of your
duties under this Agreement, any Confidential and Proprietary
Information (as defined below) owned by, or received by or on
behalf of, Arno or any of its affiliates. “Confidential and
Proprietary Information” shall include, but shall not be
limited to, confidential or proprietary scientific or technical
information,
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