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Title: |
Employment Agreement |
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Entities: |
Helix BioMedix, Inc.; Elizabeth L. Scheer |
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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: |
#282728 |
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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 Elizabeth L. Scheer (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 Secretary and Vice President for Investor Relations and Corporate
Communications. During Executive's employment, Executive shall serve the Company
faithfully and to the best of her ability, devoting substantially all her
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 One Hundred Forty Thousand Dollars ($140,000) 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 her base salary based on such review.
(b) Signing Bonus. As an inducement to commit herself to the service of the
Company, the Company shall pay to Executive the Sum of Twenty Five Thousand
Dollars ($25,000) upon the Effective Date of this Agreement.
(c) 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 Forty Five Thousand Five
Hundred (45,500) 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
{PAGE}
(2) Pursuant to the Company's 2000 Stock Option Plan, Executive shall
be granted an option to purchase Seventy Five Thousand (75,000) shares of
company common stock at an exercise price of $1.50 per share. These options
will vest in four equal installments of Eighteen Thousand Seven Hundred
Fifty (18,750) shares on January 1, 2002, July 1, 2002, January 1, 2003,
and July 1, 2003. Any unexercised options issued pursuant to this Section
3(c)(2) shall expire on June 30, 2011.
(3) Executive may, at her 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. For purposes of this section,
benefits offered to employees leased to Company are not benefits under this
section.
(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
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