Employment Agreement between Magainin Pharmaceuticals Inc. and Michael E. Petrone, M.D.

Summary

This agreement outlines the terms of employment for Dr. Michael E. Petrone as Vice President, Clinical Research at Magainin Pharmaceuticals Inc. Dr. Petrone will receive a base salary of $180,000 per year, stock options, and standard employee benefits. If terminated without cause, he will receive six months' salary and health benefits. The agreement also requires Dr. Petrone to sign confidentiality and company policy documents. Employment is at-will, and the offer is valid until December 27, 2000, with a flexible start date of January 8, 2001.

EX-10.10 5 dex1010.txt EMPLOYMENT AGREEMENT - MICHAEL E. PETRONE, M.D. EXHIBIT 10.10 Employment Agreement with Michael E. Petrone, M.D. December 20, 2000 Dr. Michael E. Petrone Dear Dr. Petrone: I am pleased to offer you the position of Vice President, Clinical Research with Magainin Pharmaceuticals Inc., reporting to the Dr. Kenneth Holroyd, Executive Vice President. Your base salary will be $15,000.00 per month ($180,000/year). Contingent upon your acceptance of this offer, it is expected that the Compensation Committee of the Board of Directors will grant to you at its next meeting options to purchase 50,000 shares of Magainin Common Stock, exercisable at the fair market value underlying common stock on the date of such meeting. These options will have a term of 10 years and vest at the rate of 25% per year. As with all Magainin options, the grant will be subject to execution of a stock option agreement in the form specified by the Compensation Committee. If your employment is terminated without cause, you will receive your monthly base salary, including health benefits through COBRA, for six (6) months following the date of termination. Upon the commencement of your employment with the Company, you will be expected to execute the Company's Drug Free Workplace Policy, Proprietary Information Agreement, Policy Statement on Securities Trading by Magainin Personnel, and Corporate Governance - Conflict of Interest Policy, each in the form previously provided to you. Magainin may have already provided you with certain of its confidential business or scientific information, which it expects you to keep confidential, and to use only to further Magainin's legitimate business interests. Just as Magainin expects you to keep confidential its business or scientific information, Magainin also expects you to honor your obligations to your former employers with respect to maintaining the confidentiality of their business or scientific information. You will be eligible for twenty (20) days vacation per year. Vacation accrues proportionate to months employed. Employees are encouraged to take their vacations yearly. However, up to five (5) days of unused vacation time can be carried over into next year with supervised approval. In addition, you will be eligible for the benefits package available to all employees. Enclosed is a summary of the benefits. All the terms and conditions of this Agreement shall be binding upon and inure to the benefit and be enforceable by the respective heirs, representatives, successors (including any successor as a result of a merger or similar reorganization) and assigns of the parties hereto, except that your duties and responsibilities hereunder are of a personal nature and shall not be assignable in whole or in part by you. We look forward to your joining us at Magainin Pharmaceuticals Inc. Please indicate your acceptance of this offer, which is for at will employment, by your signature below. This offer of employment will remain in effect until Wednesday, December 27, 2000. We have agreed that your start date will be Monday, January 8, 2001 at 8:30 A.M., however, this is flexible. Please do not hesitate to speak with me concerning any questions you may have. Sincerely, /s/ Roy C. Levitt, M.D. ----------------------- Roy C. Levitt, M.D. President and Chief Executive Officer