Exhibit 10.24
EMPLOYMENT
AGREEMENT
AGREEMENT dated as of June 1, 2005
between ACCESS Pharmaceuticals, Inc. a Delaware Corporation located
at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207-2107, (the
“Company”), and Stephen B. Thompson, an individual
residing at 4231 Bowser Avenue, Dallas, Texas 75219 (the
“Executive”).
WITNESSETH:
WHEREAS, the Company desires that
Executive serve as the Company’s Vice President Chief
Financial Officer; and
WHEREAS, in order to induce
Executive to agree to serve in such capacity, the Company hereby
offers Executive certain compensation and benefits of employment,
as described herein.
WHEREAS, Executive is willing to
service in this position on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in condition of the premises and
of the mutual convenants contained herein, the Company and
Executive hereby agree as follows:
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1.
Employment
The Company agrees to employ
Executive and Executive hereby agrees to be employed upon the terms
and conditions hereinafter set forth. During the term of this
Agreement, Executive shall serve as the Vice President Chief
Financial Officer of the Company. Executive shall be responsible to
the President and CEO of the Company, rendering the services and
performing the duties prescribed by the President and CEO of the
Company.
The Executive agrees, while employed
hereunder, to perform his duties faithfully and to the best of his
ability. The Executive shall be employed at the Company’s
offices in Dallas, Texas, and his principal duties shall be
performed primarily in Dallas, Texas except for business trips
reasonable in number and duration.
2.
Term
The employment of the Executive
hereunder shall begin on the date hereof and shall continue in full
force and effect for a period of one (1) year, and thereafter shall
be automatically renewed for successive one-year periods unless the
Company gives the Executive written notice of termination within
six (6) months prior to the end of any such period or until the
occurrence of a Termination Date, as defined in Section 5 ( the
“Term”).
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3.
Compensation
3.1
As compensation for the Executive’s services during the Term,
the Company shall pay the Executive an annual base salary at the
rate of $154,000, payable monthly on the last day of each month
during the Term. Prior to the end of each year during the Term, the
Compensation Committee of the Company shall undertake an evaluation
of the services of the Executive during the year then ended in
accordance with the Company’s compensation program at the
date hereof (the “Program”). The Company shall consider
the performance of the Executive, his contribution to the success
of the Company and entities under common control with the Company
(collectively, “Affiliates”), and other factors and
shall fix an annual base salary to be paid to the Executive during
the ensuring year.
3.2
Notwithstanding the foregoing, the Company may change the Program
from time to time or institute a successor to the Program, but the
Executive’s annual base salary shall in no event be less than
his annual base salary in effect on the date of change, adjusted
regularly to reflect increases in the cost of living and comparable
compensation for like positions.
3.3
The Executive shall participate in the Company incentive
compensation programs in accordance with the following
subparagraphs (i) and (ii):
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(i)
Incentive Plan – the Executive shall be covered by the cash
bonus plan currently maintained by the Company and shall be
afforded the opportunity thereunder to receive a target award of
13.5% of annual base salary payable in cash and 13.5% of annual
base salary payable in Access Common Stock, to be awarded upon the
achievement of reasonable performance goals; provided that the
Company may from time to time change the Program or institute a
successor to the Program, so long as the Executive continues to be
eligible to receive bonus awards of percentages of annual base
salary in amounts at least equal to those specified as in effect on
the date hereof.
(ii)
Stock Option Plan – Executive shall be entitled to
participate in the Company’s stock option plan. In accordance
with this plan the Board may from time to time, but without any
obligation to do so, grant additional stock options to the
executive upon such terms and conditions as the Board shall
determine in its sole discretion. If the Company no longer has a
class of stock publicly-traded by reason of a Change of Control of
the Company, as defined in Section 5.3, the Company’s
obligation under this Section 3.3 will be satisfied through options
granted by the issuer with public stock then in control of the
Company.
3.4
If the Executive is prevented by disability, for a period of six
consecutive months, from continuing fully to perform his
obligations hereunder, the Employee shall perform his obligations
hereunder to the extent he is able and after six months the Company
may reduce his annual base salary to reflect the extent of the
disability; provided that in no
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event may such rate, when added to
payments received by him under any disability or qualified
retirement or pension plan to which the Company or an Affiliate
contributes or has contributed, be less than $90,000. If there
should be a dispute about the Executive’s disability,
disability shall be determined by the Board of Directors of the
Company based upon a report from a physician, reasonably acceptable
to the Executive, who shall have examined the Executive. If the
Executive claims disability, the Executive agrees to submit to a
physical examination at any reasonable time or times by a qualified
physician designated by the President and CEO of the Company and
reasonably acceptable to the Executive. Notwithstanding any
provision in the Section, the Company shall not be obligated to
make any payment to Executive on account of disability after the
expiration of this Agreement.
4.
Executive
Benefits
The Executive shall be entitled to
participate in all “employee pension benefit plans”,
all “employee welfare benefit plans” (each as defined
in the Employee Retirement Income Security Act of 1974) and all pay
practices and other compensation arrangements maintained by the
Company, on a basis at least as advantageous to the Executive as
the basis on which other executive employees of the Company are
eligible to participate. Executive shall, during the term of his
employment hereunder, continue to be provided with such benefits at
a level at least equivalent to the initial benefits provided or to
be provided hereunder. Without limiting the generality of the
foregoing, the Executive shall
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be entitled to the following
employee benefits (collectively, with the benefits contemplated by
this Section 4, the “Benefits”):
4.1
The Executive and the Executive’s dependents shall be covered
by medical insurance, with only such contribution by the Executive
toward the cost of such insurance as may be required from time to
time from other executive officers of the Company.
4.2
Life Insurance Executive shall be entitled to group
term life insurance coverage of $154,000, all premiums being paid
by the Company.
4.3
Long Term Disability Insurance . The Company shall maintain
in effect long-term disability insurance providing Executive in the
event of his disability (as defined in Section 3 hereof) with
compensation annually equal to at least $90,000.
4.4
The Executive shall be entitled to legal holidays and to annual
paid vacation aggregating at least four (4) weeks during any
calendar year.
4.5
The Company shall reimburse the Executive from time to time for the
reasonable expenses incurred by the Executive in connection with
the performance of his obligations hereunder.
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4.6
During such times as the Company is eligible and financially
qualified to obtain the same, the Company shall maintain directors
and officers liability insurance applicable to the Executive in
amounts established by the Board of Directors.
Notwithstanding the foregoing, the
Company may from time to time change or substitute a plan or a
program under which one or more of the Benefits are provided to the
Executive, provided that the Company first obtains the written
consent of the Executive, which the Executive agrees not
unreasonably to withhold, taking into account his personal
situation.
5.
Termination Date; Consequences
for Compensation and Benefits
5.1
Definition of Termination Date The first to occur of
the following events shall be the Termination Date:
5.1.1
The date on which the Executive becomes entitled to receive
long-term disability payment by reason of total and permanent
disability.
5.1.2
The Executive’s death;
5.1.3
Voluntary resignation after one of the following events shall have
occurred, which event shall be specified to the Company by the
Executive at the time of resignation: material reduction in
the responsibility, authority, power or duty of the executive or a
material breach by the Company of any provision of
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this Agreement, which breach
continues for 30 days following notice by the Executive to the
Company setting forth the nature of the breach (“Resignation
with Reason”)
5.1.4
Voluntary resignation not accompanied by a notice of reason
described in Section 5.1.3 (“General
Resignation”).
5.1.5
Discharge of the Executive by the Company after one of the
following events shall have occurred, which event shall be
specified in writing to the Executive by the Company at the time of
discharge:
(i) a felonious act committed
by Executive during his employment hereunder, (ii) any act or
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