{PAGE}

                              EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT ("Agreement") is made this 30th day of April,

2003 (the Effective Date) by and between ENTREMED, INC., a Delaware corporation

having its principal office at 9640 Medical Center Drive, Rockville, MD 20850

(the "Company") and Mr. Neil J. Campbell, an individual residing at 25242 Conrad

Court, Damascus MD 20872 ("Mr. Campbell").



     WHEREAS, Mr. Campbell has previously entered into a Change of Control

Agreement with the Company dated August 1, 2002 (See Exhibit 1); and



     WHEREAS, Mr. Campbell and the Company mutually agree that this Employment

Agreement will replace the Change of Control Agreement dated August 1, 2002

(Exhibit 1 attached); therefore



     FOR AND IN CONSIDERATION of the mutual premises, agreements and covenants

contained herein, the parties hereto, intending to be legally bound, do hereby

agrees as follows:



1. Employment Position and Duties



     The Company hereby agrees to employ Mr. Campbell to act as, and to exercise

all of the powers and functions of, its during the Term hereof (as set forth in

paragraph 4 herein) and to perform such acts and duties and to generally furnish

such services to the Company and its subsidiaries (if any) as is customary for a

senior management person with a similar position in like companies; and he shall

have such specific powers, duties and serve as President and Chief Operating

Officer or such other executive positions as determined by the Board of

Directors and responsibilities commensurate with those executive positions as

the Board of Directors of the Company (the "Board") shall from time to time

reasonably prescribe, provided that such duties are consistent with Mr.

Campbell's senior management position. Mr. Campbell hereby agrees to accept such

employment and shall perform and discharge faithfully, diligently, and to the

best of his abilities such duties and responsibilities and shall devote

sufficient working time and efforts to the business and affairs of the Company

and its subsidiaries; provided however, that, to the extent consistent with the

needs of the Company, Mr. Campbell shall be entitled to expend a reasonable

amount of time on civic, public, industry, and philanthropic activities and on

the management of his own investments and assets. This Employment Agreement

replaces and nullifies the Change of Control Agreement between Mr. Campbell and

the Company dated August 1, 2002.



2. Place of Employment



     During his employment hereunder, Mr. Campbell's principle place of

employment shall be located at the Company's corporate headquarters, wherever

located as designated from time to time by the Board; provided however, that

notwithstanding the foregoing Mr. Campbell shall be required to conduct his

duties and responsibilities hereunder (except for routine and customary business

travel) primarily from the executive offices located in Rockville, Maryland.



3. Compensation



     (a) Base Salary. The Company shall pay to Mr. Campbell an annual base

salary ("Base Salary") of three hundred thousand dollars ($300,000) effective

January 1, 2003, payable in accordance with the Company's customary payroll

policy for its executives, and subject to applicable tax and payroll deductions.



     (b) Base Salary Adjustments. Mr. Campbell's Base Salary shall be reviewed

annually by the Company's Board of Directors which may make such upward

adjustments as within its discretion deems appropriate.



     (c) Six Months Salary Payment. Mr. Campbell will be paid six months "Base

Salary" based on the salary in effect on December 31, 2002. This payment will be

made over a period of nine (9) months beginning on January 1, 2003 so long as

Mr. Campbell during this period does not voluntarily leave employment at the

Company. If Mr. Campbell is terminated without cause, Mr. Campbell will receive

the entire six months salary payment as outlined herein. The payments will be

made semi-monthly subject to appropriate withholdings. The total payment under

this provision will be one hundred and thirty-two thousand five hundred dollars

($132,500). Payments that were to be made from January 1, 2003 to the Effective

Date of this agreement will be paid as soon as practical after execution of this

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC