EXEGENICS INC.
4400 Biscayne Blvd
Suite 900
Miami, Florida 33137
Samuel J.
Reich
320 Brookway Rd
Merion Station, PA 19066
I am sending you
this letter (this “Employment Letter”) to memorialize
the understanding between you and eXegenics Inc. (the
“Company”) regarding your employment terms with the
Company and its wholly owned subsidiary, Acuity Pharmaceuticals,
LLC (the “Subsidiary”). This Employment Letter sets
forth the terms of your employment with the Company as approved by
the Company’s board of directors. You may indicate your
agreement with these terms by signing and dating the enclosed
duplicate original of this Employment Letter and returning the same
to me.
1. Position. You will serve the Company and Acuity as
its Executive Vice President and you will have responsibilities and
obligations which are commensurate with this position. You will
report to the Chief Executive Officer of the Company. You will also
serve the Subsidiary in the same capacity, provided that no
additional compensation or benefits will be provided for any
services provided to any affiliate of the Company, and
notwithstanding anything to the contrary set forth herein, a
termination of employment or Change in Control at the Subsidiary
level shall not trigger any payments or acceleration of any vesting
of securities hereunder.
2. Place
of Employment . The Company will have its principal place of
business in and around the city of Miami in the State of Florida.
When reasonably requested by the Company, you will be required to
relocate to the Miami area to be closer to the Company’s
principal office. The exact timeframe for your relocation will be
determined in the coming weeks and you will be afforded a
reasonable period of time to complete your relocation. Prior to the
date of your relocation, you will be required to make yourself
available in Miami when reasonably requested by the Company. It is
contemplated that you will spend up to ten (10) days per month
in Miami prior to your relocation. You will be reimbursed for your
documented travel expenses prior to the time for
relocation.
3.
Reimbursement for Relocation . When the Company requires that
you relocate to the Miami area, you will be reimbursed for your
documented relocation expenses (which will include moving expenses,
travel expenses for you and your family, temporary housing for up
to three months and customary closing costs (excluding
points,
concessions and
pre-paid expenses such as insurance, taxes, homeowner’s
warranties, etc.) for your purchase of a residence in the Miami
area), which will be grossed up for taxes. If, within one year from
the date of your relocation, your employment with the Company is
terminated for Cause or if you voluntarily terminate your
employment with the Company other than for Good Reason, you will be
required to refund all of the relocation monies paid by the
Company, including the tax gross-up.
4. Term
of Employment . The term of your employment with the Company
(the “Employment Period”) shall commence on the date of
this Employment Letter (the “Effective Date”) and,
unless earlier terminated in accordance with the terms of the
Employment Letter, shall end on the first anniversary of the
Effective Date. Except as provided in the Employment Letter, on the
first anniversary of the Effective Date and on each subsequent
anniversary thereof, the Employment Period shall be automatically
extended for one additional year unless either you or the Company
shall have given to the other party written notice of non-extension
at least thirty (30) days prior to such
anniversary.
5. Salary. You will be paid a salary at the annual rate
of $210,000, payable in monthly installments in accordance with the
Company’s prevailing payroll practices for executive
employees. This salary will be subject to adjustment pursuant to
the Company’s employee compensation policies in effect from
time to time. All forms of compensation from the Company will be
subject to reduction to reflect applicable withholding and payroll
taxes.
6. Benefits. You will be entitled to participate in
such benefit programs as are generally made available to other
executives of the Company. If you are then an employee in good
standing you will be entitled to four (4) weeks paid vacation
each year and sick days and other holidays in accordance with the
Company’s then prevailing policies to be established from
time to time for executive employees. Unused vacation time will not
accrue beyond, and must be used within, three months of the end of
each year.
7. Bonus.
Within ten days of the Effective Date, you will be paid a bonus of
$30,000, which represents your bonus for fiscal year 2006. Going
forward, you will be eligible for an annual merit bonus,
potentially to be paid each year, in accordance with the procedures
established by the Company for executive employees. Your targeted
bonus for the first year will be equal to approximately 30% of your
base salary and will be based on criteria established from time to
time by the Company. These criteria will include, but not be
limited to, your accomplishments against set objectives, the
Company’s success and your general contributions to the
Company’s success, the general fiscal position of the Company
and additional factors to be deemed appropriate by the
Company’s senior management and board of directors. Payment
of any bonus shall be at the sole discretion of the Company. The
bonus you receive may be below or above the target or may not be
paid at all. Any bonus paid for a period of time which is less than
12 months will be paid pro rata for such time period.
You must be an employee in good standing at the time of
2
any potential
payment. Any bonus, if paid, will be paid prior to the end of the
first fiscal quarter following the fiscal year for which a bonus is
to be paid.
8. Reimbursement for Travel Expenses . The Company
shall reimburse you for approved travel and other out-of-pocket
expenses incurred by you in the course of your employment
consistent with applicable procedures in place at any
time.
9. Stock
Options. Subject to (i) the adoption and approval of an
equity incentive plan with sufficient authorized shares by the
stockholders of the Company, and (ii) the approval of the
Compensation Committee of the Board of Directors of the Company,
you shall be granted an option to purchase 500,000 shares of the
Company’s common stock (subject to adjustment in the event of
any stock splits or reverse stock splits) . The exercise price per
share for each new option grant will be equal to the fair market
value per share on the date the option is granted. The options will
be subject to the terms and conditions contained in a stock option
agreement to be entered into by you and the Company prior to the
grant. The options shall vest in forty eight (48) monthly
installments from the date of grant.
10. Termination without Cause and Resignation for Good
Reason or Non-extension of Employment Before One Year
Anniversary . The Company may terminate your employment
hereunder without “Cause.” If your employment is
terminated by the Company without “Cause,” you
terminate your employment with the Company for “Good
Reason” or the Company delivers to you a notice of
non-extension, in accordance with Section 4 hereof, prior to
the one-year anniversary of the Effective Date (which initial
non-renewal shall be treated as a termination for purposes of this
Section 10), the Company shall pay you all amounts accrued but
unpaid as of the effective date of such termina
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