Exhibit 10.3
CONFIDENTIAL
SEPARATION, RELEASE
AND
CONSULTING SERVICES
AGREEMENT
THIS SEPARATION RELEASE AND
CONSULTING SERVICES AGREEMENT (“Agreement”), is entered
into as of May 3, 2007, by and between Dyax Corp., a Delaware
corporation with a principal place of business at 300 Technology
Square, Cambridge, MA 02139 (“Dyax”) and Thomas R.
Beck, M.D. of 345 Silver Hill Road, Concord, MA 01742
(“Beck”).
In consideration of the mutual
covenants contained herein and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Dyax and
Beck hereby agree as follows:
1.
Termination
.
Beck’s employment with Dyax
terminated as of May 3, 2007 (the “Termination
Date”). Furthermore, by this Agreement and in
consideration for the compensation and other benefits provided to
Beck hereunder, Beck acknowledges and agrees that all rights
provided to him under his employment offer letter, dated May 31,
2005 (the “Offer Letter”), and his “change in
control” agreement, also dated May 31, 2005, are hereby
terminated.
2.
Consulting
Services .
Upon Dyax’s receipt of a
fully-executed copy of this Agreement, and upon the expiration of
the seven-day period referenced in Section 16 below without
revocation of this Agreement by Beck, Dyax will engage Beck as a
consultant through the Term of this Agreement, to provide strategic
and operational advice with respect to clinical, regulatory and
product development functions within Dyax, together with such other
responsibilities as the Chief
Executive Officer may designate in connection therewith (the
“Consulting Services”), all in accordance with the
following:
(a)
Beck shall be accountable to the Chief Executive
Officer and shall perform and discharge, faithfully and to the best
of Beck’s ability, all duties and responsibilities
hereunder in a professional manner in accordance with the
terms and conditions of this Agreement and the policies set by
Dyax from time to
time.
(b)
Beck acknowledges and agrees that
the Consulting Services may include attendance at meetings (both at
Dyax and offsite) and reasonable travel activities.
(c)
In performing the Consulting
Services, Beck shall not be authorized to take any external action
on behalf of Dyax without Dyax’s prior written
consent.
(d)
At all times during the term of this
Agreement, Beck is and shall be an independent contractor in
providing the Consulting Services hereunder. Except as
expressly set forth herein, this Agreement shall not be deemed or
construed to create a partnership or joint venture, to create the
relationships of employee/employer or principal/agent, or otherwise
create any liability whatsoever of either party with respect to the
indebtedness, liabilities, obligations or actions of the other
party or any of their employees or agents, or any other person or
entity.
3.
Consulting Schedule;
Availability .
During the Term of this Agreement,
Beck shall be available to perform the Consulting Services upon
request, from time-to-time ,
according to a schedule mutually agreed upon by Chief Executive Officer and Beck in
advance. Beck represents and warrants that he is not under
any contractual obligation or other restriction which is
inconsistent with Beck’s execution of this Agreement or the
performance of the Consulting Services. Furthermore, Beck
covenants that, during the Term of this Agreement, he will not
enter into any agreement, either written or oral, which conflicts
with this Agreement or limits the ability of Beck to furnish the
Consulting Services in any way.
4.
Consulting Fees
.
In consideration for the performance
of Consulting Services and Beck’s other obligations
hereunder, Dyax will pay Beck:
(a)
a consulting fee equal to $29,466.66
per month during the Term of this Agreement, payable no more
frequently than bi-weekly; and
(b)
if and to the extent that
Beck is required to
perform the Consulting Services above and beyond fifty (50) working days during the term of
this Agreement, an additional consulting fee of $2,500 per
day for each such day .
Dyax agrees that it will
not require Beck to perform the Consulting Services for more than
ten (10) days per month during the first five (5) months of the
Term of this Agreement and no more than five (5) days per month
during the remaining four (4) months of the Term of the
Agreement.
Dyax acknowledges and agrees that,
prior to the execution of this Agreement, Beck was entitled to a
minimum of six (6) months severance pursuant to the terms of the
Offer Letter. Therefore, the equivalent of six (6) months
severance at the rate of Beck’s base salary at the
Termination Date does not constitute consideration for this
Agreement.
5.
Reimbursement of
Expenses .
Dyax will reimburse Beck on a
monthly basis for all pre-authorized out-of-pocket expenses and
travel reasonably requested by Dyax in connection with the
Consulting Services. Reimbursement of such expenses shall be
made by Dyax only after receipt of an itemized statement from Beck
with actual bills, receipts, or other reasonable evidence of
expenses.
6.
Stock Options
.
A schedule setting forth all of the
vested and unvested stock options granted to Beck prior to the
Termination Date is attached to this Agreement as Exhibit A
. As additional consideration for the performance of
Consulting Services and Beck’s other obligations hereunder,
Dyax and Beck hereby agree that, notwithstanding anything to the
contrary contained in any prior agreement, any and all of
Beck’s vested stock options will remain exercisable by Beck
for a period of two (2) years following the termination of this
Agreement. Beck acknowledges and agrees that this extension
will cause any such options which had previously been qualified as
Incentive Stock Options under Section 422 of the Internal Revenue
Code to
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become non-qualified options and
loose, irrevocably, any tax-advantaged treatment previously
available. Dyax represents that this extension is permissible under
all applicable laws and stock option plans.
Any and all of Beck’s unvested
stock options will terminate as of the Termination Date.
7.
Benefits
.
(a)
Group Health and Dental
Coverage . From and
after the Termination Date, Beck shall continue to be eligible to
receive group health and dental insurance as provided by federal
COBRA law. During the Term of this Agreement, the cost of
such insurance shall be shared between Dyax and Beck to the same
extent it was shared while Beck was an employee of Dyax.
After the termination of this Agreement, Beck shall be solely
responsible for the cost of such insurance. Beck agrees to notify
Dyax promptly when he is covered by another plan.
(b)
Retirement Plans
. Beck shall be entitled to
any vested benefit in the Dyax 401(k) Plan earned as an employee of
Dyax prior to the Termination Date. Service credit will cease
as of the Termination Date.
(c)
Vacation Pay
. Beck acknowledges that he
has received full payment for all accrued unused paid time off
earned as an employee of Dyax prior to the Termination
Date.
(d)
D&O Insurance
. Beck will continue to be
covered by Dyax’s Directors & Officers (D&O)
insurance policy in accordance with the terms of such policy.
In addition, the by-laws of Dyax require Dyax, to the fullest
extent permitted by the General Corporation Law of the State of
Delaware (the state in which Dyax was incorporated), to indemnify
each person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was, or has
agreed to become, a director or officer of Dyax.
(e)
Cessation of Other
Benefits . Except as
expressly stated herein, Beck shall not be entitled to participate
in, or receive benefits under, any of Dyax’s employee benefit
plans or arrangements.
8.
Competition
Solicitation .
(a)
During the
Term of this Agreement, and for a period of two (2) years
thereafter, Beck shall not,
without Dyax’s prior written consent, directly or indirectly,
as principal, employee, consultant, partner or stockholder of, or
in any capacity with, any business enterprise (other than as a
holder of not more than 1% of the combined voting power of the
outstanding stock of a publicly held company) develop, design,
produce, market, sell or render (or assist any other person or
entity in developing, designing, producing, marketing, selling or
rendering) any product, process or service: (i) which is identical
to, substantially the same as, or an adequate substitute for any
product, process or service of Dyax in existence or under
development during the term of this Agreement and on which Beck
worked or about which Beck acquired Confidential Information (as
defined in the Confidentiality Agreement between Dyax and Beck,
dated May 31, 2005 (the “Beck Confidentiality
Agreement”); and (ii) which is (or could reasonably be
anticipated to be) marketed,
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distributed or provided in such a
manner as to actually compete with the product, process or service
of Dyax.
(b)
During the
Term of this Agreement (as defined below), and for a period of one
(1) year thereafter, Beck
shall not, without Dyax’s prior written consent, directly or
indirectly, as principal, employee, consultant, partner or
stockholder of, or in any capacity with, any business enterprise
(other than as a holder of not more than 1% of the combined voting
power of the outstanding stock of a publicly held company):
(i) solicit, take away or hire
any employees or exclusive consultants of Dyax; (ii) knowingly
solicit or divert any of the business being conducted by Dyax;
(iii) knowingly solicit, divert or accept any business that is
being actively pursued by Dyax with any customer or partner; or
(iv) divert investors or potential investors from
Dyax.
9.
Nondisparagement .
(a)
Beck agrees that he
