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Title: |
Employment Agreement |
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Entities: |
Helix BioMedix, Inc.; R. Stephen Beatty |
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Date: |
2002 |
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Size: |
Preview shows 7KB of 31KB total |
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Price: |
$34 |
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ID: |
#282727 |
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EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), dated as of May ___, 2001,
and effective as of July 1, 2001 (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, 2001 and will
continue in effect until June 30, 2003, 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 Thousand Dollars ($200,000) 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) Executive's existing options to acquire One Hundred Twenty
Thousand (120,000) shares of Company common stock at an exercise price of
$0.70 per share shall be extended in term such that they shall remain
exercisable until June 30, 2011. These options shall be considered vested
as of the date of execution of this Agreement
(2) Pursuant to the Company's 2000 Stock Option Plan, Executive shall
be granted an option to purchase One Hundred Eighty Thousand (180,000)
shares of company common stock at an exercise price of $1.50 per share.
These options will vest in four equal installments of Forty Five Thousand
(45,000) shares on January 1, 2002, July 1, 2002, January 1, 2003, and July
1, 2003. Any unexercised options issued pursuant to this Section 3(b)(2)
shall expire on June 30, 2011.
{PAGE}
(3) 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:
(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
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