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Title: |
Employment Agreement |
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Entities: |
Helix BioMedix, Inc.; R. Stephen Beatty |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 31KB total |
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Price: |
$38 |
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ID: |
#282699 |
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EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), dated as of September 24,
2003, and effective as of July 1, 2003 (the "Effective Date"), is made and
entered into by and between Helix BioMedix, Inc., a Delaware corporation, (the
"Company"), and R. Stephen Beatty (the "Executive").
The Company and Executive hereby agree as follows:
1. EMPLOYMENT
The Company will employ Executive and Executive will accept employment by the
Company as President and Chief Executive Officer. During Executive's employment,
Executive shall serve the Company faithfully and to the best of his ability,
devoting substantially all his working time, attention and energies to the
business of the Company, unless otherwise approved in writing by the Board of
Directors of the Company (the "Board"). Subject to the direction of the Board,
Executive will have such reasonable duties, responsibilities, powers and
authority as are prescribed by the Board or the bylaws of the Company. Executive
shall not engage in any other business activity (except the management of
personal investments and charitable and civic activities that in the aggregate
do not interfere with the performance of Executive's duties) without first
obtaining the written consent of the Board, and such consent shall not
unreasonably be withheld.
2. TERM OF AGREEMENT
The term of this Agreement ("Term") shall commence on July 1, 2003 and will
continue in effect until June 30, 2006, unless otherwise terminated as set forth
herein.
3. COMPENSATION
(a) BASE SALARY. Company shall pay Executive a base salary at an
annual rate of Two Hundred Eighty Five Thousand Dollars ($285,000) payable in
accordance with Company's regular pay schedule for senior management. The Board
shall review Executive's salary and performance annually, and Executive shall be
eligible for an increase in his base salary based on such review.
(b) STOCK OPTIONS. The Company shall issue options to Executive to
acquire shares of the Company's common stock ("Shares"), under the following
terms and conditions:
(1) Pursuant to the Company's 2000 Stock Option Plan,
Executive shall be granted an option to purchase Three Hundred Twenty Four
Thousand (324,000) shares of company common stock at an exercise price of $1.00
per share which is $0.07 above the per share reported closing price on the
Effective Date. These options will vest in six equal installments of Fifty Four
Thousand (54,000) shares on January 1, 2004, July 1, 2004, January 1, 2005, July
1, 2005, January 1, 2006 and July 1, 2006. Any unexercised options issued
pursuant to this Section 3(b)(2) shall expire on June 30, 2013.
(2) Executive may, at his or the Company's option, pay
for all or any portion of the aggregate exercise price by delivering a
combination of any or all of the following:
{PAGE}
(i) By delivering shares of the Company's common
stock previously held by Executive which have a fair market value at
the date of exercise equal to the aggregate exercise price to be paid
by Executive upon such exercise;
(ii) By delivering a properly executed exercise
notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds to pay the
exercise price; or
(iii) By delivering a full recourse promissory
note for all or part of the aggregate exercise price, payable on such
terms and bearing such interest rate as determined by the Board (but in
no event less than the minimum interest rate specified under the
Internal Revenue Code at which no additional interest would be imputed
and in no event more than the maximum interest rate allowed under
applicable usury laws), which promissory note may be either secured or
unsecured in such manner as the Board shall approve (including, without
limitation, by a security interest in shares of the Company's stock).
(4) The Board will qualify the options for an exemption
from registration under the applicable federal and any applicable state
securities laws.
(d) INCENTIVE COMPENSATION. Executive shall be entitled to
participate in a manner consistent with all other senior management
participation in any incentive compensation plan which may be adopted by the
Company.
(e) BENEFITS.
(1) Executive shall be entitled to receive three weeks
paid vacation and all benefits (such as medical, dental, sick leave, disability,
and retirement benefits) as are generally available from time to time to
employed senior executives of Company.
(2) Company will maintain a policy of insurance for
directors' and officers' liability with such coverage as may be determined by
the Board. Executive will be included within that policy of insurance with the
premiums paid by Company.
(3) Company shall grant to Executive an annual personal
travel allowance of up to Ten Thousand Dollars ($10,000), for travel related to
Executive's duties under this Agreement.
(4) Company shall allow Executive periodic use of a
corporate apartment in Seattle, Washington, until such time as the Executive has
established a residence in the Seattle metropolitan area.
(5) Company shall reimburse Executive for all reasonable
expenses incurred in connection with Executive's relocation to Seattle,
Washington.
(6) Company shall allow Executive periodic use of a
Company vehicle for matters relating to his duties under this Agreement.
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