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EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: SPECTRUM PHARMACEUTICALS INC You are currently viewing:
This Executive Employment Agreement involves

SPECTRUM PHARMACEUTICALS INC

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: California     Date: 6/26/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: spectrum pharmaceuticals inc
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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 2, 2008 (the “Effective Date”) by and between Dr. Rajesh C. Shrotriya (“Executive”), and Spectrum Pharmaceuticals, Inc. (the “Corporation”).
WHEREAS :
A. The Corporation is a corporation organized under the laws of the State of Delaware, and is engaged in the business of developing and manufacturing pharmaceutical products and services; and
B. Executive is a person whose skills, experience and training are required by the Corporation; and
C. The Corporation wishes to continue to employ Executive and Executive wishes to accept the continued employment offered by the Corporation on the terms and conditions hereinafter set forth.
NOW THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. EMPLOYMENT
1.1 Position and Duties
The Corporation does hereby continue to employ Executive and Executive hereby accepts such continuing employment as Chairman, Chief Executive Officer and President of Corporation upon the terms and provisions set forth in this Agreement. Executive shall report to the Board of Directors of the Corporation (the “Board”). Executive shall devote his full working time and effort to the business and affairs of the Corporation as necessary to faithfully discharge the duties and responsibilities of his office.
1.2 Other Activities
Executive may participate in other business and act as a director of any profit or nonprofit corporation, so long as such activity is not competitive with the business of the Corporation in any material respect and does not materially detract from the performance of his duties as a full time executive of the Corporation.

 

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2. TERM
This Agreement shall continue in full force and effect for a period, which shall commence as of the Effective Date and shall continue until January 2, 2011, unless sooner terminated as hereafter provided. Thereafter, this Agreement will automatically renew for one (1) calendar year periods, unless either party gives to the other written notice at least ninety (90) days prior to the commencement of the next year, of such party’s intent not to renew this Agreement. “Term” shall mean all or any part of the initial period of employment until January 2, 2011, or all or any part of one or more renewal period(s).
3. COMPENSATION AND BENEFITS
3.1 Base Salary
As compensation for the services to be performed by Executive during the continuance of this Agreement, the Corporation shall pay Executive an annual base salary of $600,000, adjusted annually, based on performance of Executive and the Corporation, as determined by the Board (Compensation Committee), payable in accordance with Corporation practices in effect from time to time, but not less often than monthly. “Base Salary” shall mean the initial base salary or the then-current base salary as later approved by the Board.
3.2 Bonuses
The Executive shall also be paid a performance bonus (the “Performance Bonus”), no later than January 31 of the year following in an amount to be determined by the Board’s Compensation Committee according to Executive’s achievement of annual performance objectives mutually agreed upon by Executive and the Board. Annual performance objectives shall be adopted no later than January 31st of each calendar year. The Performance Bonus may, in the discretion of the Board, be paid in cash and/or in the form of annual or special grants of stock options, restricted stock and/or other equity based awards.
3.3 Pro Rata Bonuses Notwithstanding any other provision in this Agreement to the contrary, should Executive’s employment be terminated by the Corporation Without Cause, as defined in Section 6.3.3, for any reason, prior to the end of a calendar year, then in good faith the Board shall determine the amount of the Bonus, Performance Bonus and any other bonus that would have been paid to Executive had his employment continued through the end of the calendar year and the Corporation shall pay Executive (or in the case of Death, his estate) the pro rata amount of each of these bonuses (the “Pro Rata Bonuses”).

 

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3.4 Equity Compensation
Executive shall be eligible to participate in any long-term incentive plans and/or equity based compensation plans established or maintained by Corporation for its senior executive officers.
3.5 Additional Benefits
Executive shall be entitled to all rights and benefits for which Executive is otherwise entitled under any pension plan, profit sharing plan, life, medical, dental, or health benefit the Corporation may provide for senior executives generally and for employees of the Corporation generally from time to time in effect during the Term of this Agreement (collectively, the “Additional Benefits”).
3.6 Vacation
Executive shall be entitled to thirty (30) working days per year of paid vacation (six weeks) for each calendar year of employment, which shall accrue on a pro rata basis from the date employment commences under this Agreement. Since commencement of his employment with the Corporation on September 1, 2000, Executive has accrued, but not used vacation time. The balance of accrued and unused vacation, as of the Effective Date of this Agreement, shall be added to the vacation accrued under this Agreement, and the total accrued vacation shall be available for Executive’s use. Upon termination of employment, for whatever reason, all accrued and unused vacation shall be paid to Executive. Executive shall also be entitled to holidays and leave time in accordance with the plans, policies, programs and practices in effect generally with respect to other senior employees of the Corporation. Executive shall not forfeit or cease to accrue any paid vacation, if he is unable to or does not use it, in any year or period of years during the Term hereof, or any extension thereof.
3.7 Life Insurance
During the Term of this Agreement, the Corporation shall pay for life insurance on Executive in the amount of $5 million. Executive shall be entitled to select personal beneficiaries for fifty (50%) percent of the proceeds of the life insurance with the other fifty (50%) percent going to the Corporation. The Corporation and Executive shall mutually agree on the appropriate policy structure of such life insurance, considering all options such as, but not limited to, term life, key person, or whole life policies. The Corporation shall provide Executive with additional cash compensation at the end of each calendar year to fully offset taxes attributable to Executive as a result of payment of the life insurance premiums by the Corporation.
3.8 Annual Physical Examination
Corporation shall pay all costs associated with Executive’s receiving a comprehensive annual physical examination.
3.9 Estate Planning Expense
Corporation shall pay the fees for attorneys and financial advisors to create and maintain a comprehensive estate plan for Executive with a maximum of thirty thousand dollars ($30,000) in total payments or reimbursements for the first year during the Term, and ten thousand dollars ($10,000) in total payments or reimbursements for each subsequent year during the Term.

 

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4. PERIODIC REVIEW
The Corporation shall review Executive’s compensation and benefits, not less frequently than every twelve (12) months.
5. REIMBURSEMENTS
5.1 Business Expenses
5.1.1 During the Term of this Agreement, Executive shall be provided with one or more corporate credit cards to use to pay for business expenses incurred in the course of performing duties for the Corporation. The Corporation shall be responsible for paying the expenses charged to the card.
5.1.2 To the extent that Executive pays business expenses directly out of his personal funds, Executive shall be promptly reimbursed by the Corporation for amounts actually expended by Executive in the course of performing duties for the Corporation where Executive tenders receipts or other documentation reasonably substantiating the amounts as required by the Corporation. As a condition of employment hereunder, Executive shall entertain business prospects, maintain and improve Executive’s professional skills by participating in continuing education courses and seminars, and maintain memberships in civic groups and professional societies. Business expenses include travel, entertainment, parking, business meetings, professional dues, the costs of and dues associated with maintaining club memberships, expenses of education, and other expenses related to the duties performed by Executive, made or substantiated in accordance with policies, practices and procedures established from time to time by the Corporation and incurred in the pursuit and furtherance of the Corporation’s business and goodwill.
5.2 Travel
In connection with any travel by Executive in the performance of his duties hereunder, Executive shall be entitled to travel in business class for domestic flights up to four (4) hours duration or in first class if a business class seat is not available or if the flight is of longer duration than four (4) hours or is an international flight.
5.3 Automobile
During the Term of this Agreement, Corporation shall provide Executive with a monthly vehicle allowance or buy or lease a new car every three (3) years comparable to the make and model Executive was using as of the Effective Date of this Agreement. In addition, Corporation shall pay or reimburse Executive for reasonable and necessary costs of all automobile insurance (liability or otherwise), fuel, lubricants and automobile maintenance and repair incurred by Executive hereunder.

 

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6. TERMINATION OF EMPLOYMENT
Employment shall terminate upon the occurrence of any of the following events:
6.1 Non-Renewal Upon Expiration of Term
Upon at least ninety (90) days prior written notice of non-renewal of this Agreement by Corporation to Executive pursuant to Section 2 hereof. Upon expiration of the Term without renewal, Executive shall receive the Without Cause Severance Benefits (defined in Section 6.4), as if he had been terminated Without Cause under Section 6.4 of this Agreement.
6.2 Mutual Agreement
Executive’s employment, and this Agreement, shall terminate at such time as the Corporation and Executive mutually agree, in writing, to such termination, and Executive shall not be eligible for any severance benefits.
6.3 Termination for Cause
6.3.1 For purposes of this Agreement, “Cause” shall be defined only as any of the following, provided however, that the Board, by a duly adopted resolution, has determined the presence of such Cause in good faith: (i) Executive’s material breach of any of his duties and responsibilities under this Agreement (other than as a result of incapacity due to Disability, as defined in Section 6.5); (ii) Executive’s conviction by, or entry of a plea of guilty in, a court of competent jurisdiction for a felony that adversely affects the Corporation or its reputation; or (iii) Executive’s commission of an act of fraud or willful misconduct or gross negligence in the performance of his duties.
6.3.2 Notwithstanding the foregoing, Executive shall not be terminated for Cause pursuant to Subsection 6.3.1, unless and until Executive has received written notice of the proposed termination for Cause, including details of the bases for such termination, and Executive has had an opportunity to be heard before at least a majority of the Board. Executive shall be deemed to have had such an opportunity if written notice is given to him at least ten (10) days in advance of a meeting and Executive has the actual opportunity to be heard, at that meeting, by no less than a majority of the Board on the issues of his proposed termination.
6.3.3 Termination for any other reason than one of the reasons set forth above under Section 6.3.1 and/or without following the procedures under Subsection 6.3.2, shall be considered “Without Cause.”
6.4 Termination Without Cause
6.4.1 The Corporation shall have the right to terminate Executive’s employment with the Corporation Without Cause at any time, but any such termination shall be without prejudice to Executive’s rights to receive, at Corporation’s sole expense, the following severance benefits (the “Without Cause Severance Benefits”): (a) a lump sum payment equivalent to the aggregate of two (2) years cash compensation (defined as actual or estimated Base Salary, Bonuses, and the Corporation-paid automobile benefit under

 

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Section 5.3 hereunder); (b) for two (2) years, Corporation-paid continued coverage for Executive and his eligible dependents under the Corporation’s existing health and benefit plans); and (c) immediate vesting in all options, restricted stock and other equity based awards granted to Executive, and Executive shall have three (3) years to exercise all vested equity based awards, subject to the terms of the respective Corporation equity plan and individual agreement(s) governing such equity based awards and as otherwise set forth in this Agreement. Unless made at a time otherwise provided for in this Agreement, such lump sum payment shall be made not later than ten (10) days after the Termination Without Cause becomes effective.
6.4.2 With regard to any options granted to Executive pursuant to the Corporation’s Amended and Restated 1997 Stock Incentive Plan (the “1997 Plan”), the following shall take place upon a Termination Without Cause and shall be considered a Without Cause Severance Benefit:
6.4.3 For each particular option (the “1997 Plan Option”):
(a) if the Current Market Price of a share of the Corporation’s common stock is greater than the exercise price of the 1997 Plan Option on the date of termination, Executive shall be able to exercise such 1997 Plan Option in accordance with the terms of the 1997 Plan and the individual stock option agreement, and the Corporation shall grant, on the date of termination, a new option, pursuant to the terms of the Corporation’s 2003 Amended and Restated Incentive Award Plan (the “2003 Plan”) or other appropriate plan or arrangement, to purchase a number of shares of the Corporation’s common stock equal to the same number of shares exercisable under the 1997 Plan Option (after fully vesting as required above) at an exercise price equal to the Current Market Price on the date of termination. Such option shall be fully vested and exercisable for three (3) years, subject to the terms of the 2003 Plan or other appropriate plan or arrangement and individual agreement(s) governing such option and as otherwise set forth in this Agreement, or
(b) if the Current Market Price of a share of the Corporation’s common stock is equal to or less than the exercise price of the 1997 Plan Option on the date of termination, such 1997 Plan Option shall be immediately cancelled, and the Corporation shall grant, on the date of termination, a new option, pursuant to the terms of the 2003 Plan or other appropriate plan or arrangement, to purchase a number of shares of the Corporation’s common stock equal to the same number of shares exercisable under the 1997 Plan Option (after fully vesting as required above) at an exercise price equal to the exercise price of the 1997 Plan Option. Such option shall be fully vested and exercisable for three (3) years, subject to the terms of the 2003 Plan or other appropriate plan or arrangement and individual agreement(s) governing such option and as otherwise set forth in this Agreement.
(c) Notwithstanding the foregoing, the total number of shares issuable pursuant to the new options granted by Subsections (a) and (b) above shall be subject to the limitation on the number of shares permitted by the 2003 Plan to be issued to one person during a calendar year, if any.

 

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6.4.4 “Current Market Price” on any given date shall be determined as follows:
(a) If the Corporation’s common stock is then listed or admitted to trading on a NASDAQ market system or a stock exchange which reports closing sale prices, the Current Market Price shall be the closing sale price on such date on such NASDAQ market system or principal stock exchange on which the Corporation’s common stock is then listed or admitted to trading, or, if no closing sale price is quoted on such day, then the Current Market Price shall be the closing sale price of the Corporation’s common stock on such NASDAQ market system or such exchange on the next preceding day for which a closing sale price is reported.
(b) If the Corporation’s common stock is not then listed or admitted to trading on a NASDA

 
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