Gregory P.
Hanson, CMA
P.O. Box 571
Del Mar, CA 92014
ADVENTRX
Pharmaceuticals, Inc. is pleased to offer you full-time employment
on the terms and conditions stated in this letter agreement. We
would employ you as Senior Vice President, Chief Financial Officer
and Treasurer reporting to Evan M. Levine, Chief Executive Officer.
Your responsibilities would include the following:
1.
Position Responsibilities :
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Financial analysis and
planning.
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Financial modeling and projections,
including cost-benefit analysis, pro-forma P&Ls, balance sheet
and cash flows.
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Month-end closing activities and
general ledger entries within the accounting function, including
all general ledger account reconciliations.
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Maintenance and refinement of all
accounting functions and processes for the Company (e.g., financial
statements, budgets, and analyses).
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Preparation of operating plan and
annual budget and on-going (monthly, quarterly) reconciliation,
re-forecasts and projections.
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Preparation and submission of
various reports and tax filings.
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SEC, statutory, governmental and
compliance reporting, including Sarbanes-Oxley
compliance.
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Board and stockholder relations,
including developing Board materials and answering questions
regarding financial statements.
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Creation and delivery of
presentations to the Board and potential and existing corporate
investors, venture capitalists, and strategic partners.
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Assessment of accounting and
operational systems/policies to safeguard assets and ensure
accurate financial information.
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Coordination with outside
auditors.
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Preparation and issuance of annual
report.
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Lead position regarding financing
efforts and due diligence.
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Establishment and maintenance of
contacts with stockholders, financial institutions and the
investment community.
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Other duties consistent with your
position.
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2.
General Responsibilities :
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Operate to the highest ethical and
moral standards.
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Comply with our policies and
procedures.
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Adhere to quality standards set by
regulations, and our policies, procedures and mission.
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Communicate effectively with
supervisors, colleagues and subordinates. Be committed to team
effort and be willing to assist in unrelated job areas when called
upon.
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Gregory P.
Hanson
December 13, 2006
Page 2 of 7
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Provide administrative leadership
for us and provide knowledge-based expertise in related areas that
can be applied to meeting our strategic goals.
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Travel as needed.
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3. We
would initially compensate you at the rate of $250,000 per year,
less payroll deductions and withholding, payable in accordance with
our payroll policies. We will review your base salary from time to
time (but no less frequently than annually) in accordance with our
procedures for increasing salaries of similarly situated
executives.
4. Our
Board of Directors has approved a grant to you of an incentive
stock option (to the maximum extent permitted by law and a
nonstatutory stock option with respect to any remaining shares) to
purchase up to 250,000 shares of our common stock under our 2005
Equity Incentive Plan pursuant to a Stock Option Agreement in
substantially the form attached hereto as Exhibit A
(the “Stock Option Agreement”), subject to and
conditioned on (a) our not rescinding this offer of employment
to you, or terminating an accepted offer, prior to the Start Date
(as defined below) and (b) your acceptance of our offer of
employment and commencement of employment with us on the Start
Date. The grant date and vesting commencement date of this option
will be the Start Date, and the exercise price of this option will
be equal to the closing price, as reported on the American Stock
Exchange, of one share of our common stock on the Start Date, or,
if the Start Date is a day on which the American Stock Exchange is
closed, the next day on which the American Stock Exchange is open
for trading. Subject to the discretion of our Board of Directors,
you may receive additional stock options in the future based upon
your performance and our overall success.
5. In
addition and subject to the remainder of this section 5 and section
6, in the event of your Involuntary Termination (as defined in the
Stock Option Agreement) (a) you will receive an amount in cash
equal to your base salary for the 6-month period immediately prior
to the effective date of such Involuntary Termination, payable in 6
substantially equal installments over the 6-month period following
such effective date and (b) we will pay in cash all costs that
we would otherwise have incurred to maintain your health, welfare
and retirement benefits if you had continued to render services to
us for 6 continuous months after such effective date. Prior to your
receipt of any payment or benefit provided by this section 5, you
must execute a general release of claims and agreement in
substantially the form attached hereto as Exhibit B ,
as such may be revised by the Company, acting reasonably, to
reflect changes in legal requirements, or such other form as may be
mutually agreed to by you and the Company. Such release will
specifically relate to all of your rights and claims and the
Company’s rights and claims in existence at the time of such
execution and will confirm your obligations under the Company
Confidentiality Agreement (as defined in Section 9 below). It
is understood that you will have a certain period to consider
whether to execute such release, and you may revoke such release
within 7 business days after execution. In the event you do not
execute such release within the applicable period, or if you revoke
such release within the subsequent 7-business-day period, you will
not be entitled to the payments and benefits described in this
section 5.
6. You
acknowledge and agree that any payment to be made or benefit to be
provided to you pursuant to section 5 will be delayed to the extent
necessary for this letter agreement and such payment or benefit to
comply with Section 409A of the Internal Revenue Code
(“Section 409A”); provided that, if any payment to
be made or benefit to be provided to you is delayed as a result of
this section 6, such payment or benefit will be paid to you in a
lump-sum as soon as
Gregory P.
Hanson
December 13, 2006
Page 3 of 7
permitted under
Section 409A. In addition, if we reasonably determine that a
change in applicable law following the date set forth above causes
the payments to be made or benefits to be provided to be payable to
you without delay but in another manner that complies with
Section 409A, you and we agree to amend this letter agreement
to reform the payment provisions set forth in section 5 to provide
to you economic benefits that are as close as reasonably possible
to those contemplated by section 5 but that still comply with
Section 409A. Subject to the foregoing, this letter agreement
will be interpreted, construed and administered in a manner that
satisfies the requirements of Section 409A. Any provision of
this letter agreement to the contrary notwithstanding, we may adopt
such amendments to this letter agreement or adopt other policies
and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that we determine
are necessary to comply with the requirements of Section 409A;
provided, that, prior to taking any such action, we will confer
with you and take your input into account in good faith.
7. As an
employee, you would be entitled to participate in our medical,
dental, life insurance and 401(k) programs on the same terms as our
other full-time employees. These programs as well as other employee
benefits and policies are described in further detail in our
Policies and Procedures Manual. We reserve the right to modify or
amend at our sole discretion the terms of any and all employee
benefit programs from time to time without advance notice to our
employees. Notwithstanding our employee vacation policy set forth
in the Policies and Procedures Manual, you would be entitled to 20
vacation days per year which would accrue in accordance with our
general vacation accrual policy.
8. Your
employment with us would be “at will” and not for a
specified term. We make no express or implied commitment that your
employment will have a minimum or fixed term, that we may take
adverse employment action only for cause or that your employment is
terminable only for cause. We may terminate your employment with or
without cause and with or without advance notice at any time and
for any reason. Any contrary representations or agreements
that
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