Exhibit
10.8
VioQuest Pharmaceuticals,
Inc.
Pamela Jo
Harris, M.D., F.A.C.P.
150 East
44 th
Street, Apt. 8B
New York, NY
10017
On behalf of
VioQuest Pharmaceuticals, Inc. (the “Company”), I am
pleased to extend an offer of employment to you in the position of
Chief Medical Officer.
This letter
(the “Letter”) shall confirm our understanding as to
the terms of your employment with the Company.
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1.
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This letter is
being provided to you as an offer to begin work on March 15, 2006
(“Effective Date”) as an employee of the Company and
receive an annual base salary equal to $250,000, payable on a
semi-monthly basis. You will be eligible for a target bonus of 20%
of your base salary based on personal performance, and an
additional 10% based on Company performance. For the fiscal year
2006, you will be guaranteed a minimum of 50% of your annual target
bonus of 20%.
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2.
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You shall be
entitled to receive stock options to purchase 200,000 shares of the
Company’s Common Stock at a per share price equal to the
greater of (a) $.75 or (b) 105% of the closing bid price of the
Company’s Common Stock on the OTC Bulletin Board on the
Effective Date (the “Standard Options”) (subject to
adjustment for splits and/or other capital restructuring), such
Options to vest as follows:
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(a)
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66,666 of the
Standard Options will vest on the date that is one year from the
Effective Date;
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(b)
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66,667 of the
Standard Options will vest on the date that is two years from the
Effective Date;
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(c)
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66,667 of the
Standard Options will vest on the date that is three years from the
Effective Date;
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You shall be
entitled to receive stock options to purchase an additional 200,000
shares (“Performance Based Stock Options,” and together
with the Standard Options, the “Options”) of the
Company’s Common Stock at a per share price equal to 105% of
the closing bid price of the Company’s Common Stock on the
OTC Bulletin Board, on the Effective Date (subject to adjustment
for splits and/or other capital restructuring), such Options to
vest as follows:
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(a)
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66,666 of the
Performance Based Stock Options shall vest over three years
beginning on September 30, 2006, as the target date of the
successful completion of patient enrollment in the final cycle for
the Phase I VQD-001 (SSG trial);
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(b)
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66,667 of the
Performance Based Stock Options shall vest over three years
beginning on September 30, 2006, as the target date of the
successful completion of patient enrollment in the final cycle for
the Phase I VQD-002 (Akt Trial) by September 30, 2006;
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(c)
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66,667 of the
Performance Based Stock Options shall vest over three years
beginning on November 30, 2006, as the target date of the
successful completion of patient enrollment in the final cycle for
the Phase I for VQD-002 (Leukemia Trial);
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The above
Performance Based Stock Option’s entitlement and milestone
schedule will be predicated one month from the effective start date
with the Company’s CEO to assess each of the trials’
viability and forecasted timelines.
VioQuest Pharmaceuticals,
Inc.
Princeton Corporate Plaza,
Suite E
7 Deer Park Drive, Monmouth
Junction, NJ 08852
Telephone: +1 732 274 0399
Fax: +1 732 274 0402
All terms of
the Options will be issued pursuant to the Company’s 2003
Stock Option Plan (the “2003 Plan”). Options will only
vest if you are an employee of the Company on the applicable
vesting date. Upon the termination of your employment with the
Company, the unvested portions of all options will be deemed
expired.
Notwithstanding
the foregoing vesting terms relating to the In the event the
Company completes a transaction in which it sells the assets or
stock of VioQuest Pharmaceuticals,
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