Exhibit 10.19
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") made effective as of June
6, 2002
by and between BioMimetic Pharmaceuticals, Inc., a Tennessee
corporation (the
"Company"), and Mark Citron (the "Executive").
In consideration of the mutual covenants contained in this
Agreement, the
parties hereby agree as follows:
1. Employment. The Company agrees to employ the Executive and the
Executive
agrees to be employed by the Company as Vice President of
Regulatory Affairs and
Quality Assurance and to be responsible for the typical management
responsibilities expected of an employee holding such position and
such other
responsibilities customarily pertaining to such position as may be
assigned to
Executive from time to time by the Chief Executive Officer of the
Company, all
for the Period of Employment as provided in Section 2 below and
upon the terms
and conditions provided in the Agreement. If without Executive's
consent, the
Company removes the Executive as a Vice President, the Executive
may treat such
removal as Without Cause Termination under this Agreement.
2. Term. The period of Executive's employment under this Agreement,
will
commence as of June 6, 2002, and shall continue through June 1,
2006, subject to
extension or termination as provided in this Agreement ("Period of
Employment").
3. Duties. During the Period of Employment, the Executive shall
devote his
full business time, attention and skill to the business and affairs
of the
Company and its affiliates. The Executive will perform faithfully
the duties
that may be assigned to him from time to time in accordance
herewith by the
Chief Executive Officer.
4. Compensation. For all services rendered by the Executive in any
capacity
during the Period of Employment, the Executive shall be compensated
as follows:
(a) Base Salary. The Company shall pay the Executive an annual base
salary of $150,000.00 ("Base Salary"). Base Salary shall be payable
according to the customary payroll practices of the Company but in
no event
less frequently than twice each month. The Base Salary shall be
reviewed
each fiscal period and shall be subject to increase according to
the
policies and practices adopted by the Company from time to time.
(b) Incentive Compensation Award. The Executive may receive annual
incentive bonuses consisting of options to purchase Company common
stock,
with the aggregate of all such annual bonuses not to exceed 20,000
options.
The payment of such bonuses shall be based on the performance and
satisfaction of specific milestones mutually agreed upon by the
Chief
Executive Officer and the Executive within one (1) month of the
execution
of this Agreement, and shall be further based upon the Executive's
performance as evaluated by the Chief Executive Officer. Any such
options
issued pursuant to such annual incentive bonuses shall be
substantially in
the form attached hereto as Exhibit A. Executive
1
acknowledges that Incentive Compensation will be principally in the
form of
the above-discussed Company stock options. The Executive may, or
may not,
receive an additional annual incentive cash bonus.
(c) Options. Upon execution of this Agreement, Executive shall
receive
an option to purchase 55,000 shares of Company common stock, with
vesting
terms as set forth in such option grant. Executive may also be
entitled to
receive additional Company options as may be granted to him from
time to
time by the Company during the term of his employment.
(d) Additional Benefits. The Executive will be entitled to
participate
in all employee benefit plans or programs and receive all benefits
and
perquisites for which any salaried employees are eligible under any
existing or future plan or program established by the Company or
its
affiliates and available to similarly situated employees of the
Company,
including participation in stock option plans. The Executive may
participate to the extent permissible under the terms and
provisions of
such plans or programs in accordance with program provisions. These
may
include group hospitalization, health, dental care, life or other
insurance, sick leave plans, travel or accident insurance and
disability
insurance. Nothing in this Agreement will preclude the Company or
Company
affiliates from amending or terminating any of the plans or
programs
applicable to salaried employees or senior executives as long as
the total
value of all benefits is not materially decreased.
The Executive will be entitled to an annual paid vacation of
fifteen
days per year.
The Company will provide Executive with sufficient equipment,
supplies
and resources to accomplish his duties and will purchase and/or
reimburse
Executive for the cost of maintaining current professional
memberships, the
latter not to exceed $1,000 annually.
(e) Relocation Expenses. Executive shall relocate to the area of
the
Company's headquarters. The Company shall reimburse the Executive
for up to
$10,000 of normal moving expenses upon submission of Executive's
receipts
and per industry standards. In the event Executive remains employed
by the
Company and elects to relocate his immediate family to the area of
the
Company's headquarters within two (2) years from the date hereof,
the
Company shall reimburse the Executive for up to $25,000 of
additional
moving expenses upon submission of Executive's receipts and per
industry
standards.
5. Business Expenses and Other Expenses. The Company will reimburse
the
Executive for all reasonable travel and other expenses incurred by
the Executive
in connection with the performance of his duties and obligations
under this
Agreement.
6. Disability.
(a) In the event of disability of the Executive during the Period
of
Employment, the Company will continue to pay the Executive
according to the
compensation provisions of this Agreement during the period of his
disability, until such time as any long term disability insurance
benefits
accruing to the Executive
2
are available. However, in the event the Executive is disabled for
a
continuous period of three months, or for a total of 90 or more
days in any
12 month period, the Company may terminate the employment of the
Executive.
In this case, normal compensation will cease, except for earned but
unpaid
Base Salary and his monthly Base Salary as in effect at the time of
the
termination for a period of three (3) months.
(b) During the period the Executive is receiving payments of either
regular compensation or disability insurance described in this
Agreement
and to the extent reasonable considering the Executive's
disability, the
Executive will furnish information and assistance to the Company
and from
time to time will make himself available to the Company to
un
