Employment Agreement between Mimeon, Inc. and Susan Whoriskey dated April 10, 2002

Summary

Mimeon, Inc. and Susan Whoriskey entered into an employment agreement effective April 10, 2002. Susan Whoriskey is employed as Vice President of Licensing and Business Development, reporting to the CEO. She will work four days per week, receive a base salary of $140,000, stock options, restricted stock, and bonuses based on performance. The agreement provides for standard benefits, paid vacation, and reimbursement of business expenses. Employment is at-will, meaning either party can terminate at any time. The agreement also includes confidentiality obligations regarding company information.

EX-10.15 21 a2130432zex-10_15.txt EXHIBIT 10.15 EXHIBIT 10.15 EMPLOYMENT AGREEMENT (Susan Whoriskey) This Employment Agreement dated as of April 10, 2002 (this "Agreement") is made by and between Mimeon, Inc., a Delaware corporation (the "Company"), and Susan Whoriskey ("Employee"). WHEREAS, Employee has been a consultant of the Company since September 25, 2001; and WHEREAS, the Company wishes to employ Employee and Employee desires to be an employee of the Company; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. EMPLOYMENT. The Company hereby employs Employee to perform those duties and services as the Company shall from time to time set forth, and Employee accepts employment with the Company, upon the terms and conditions hereinafter set forth. Employee shall serve as Vice President Licensing and Business Development of the Company and shall report to the Chief Executive Officer of the Company. The Chief Executive Officer shall have the right to review and change the responsibilities of Employee from time to time as he or she may deem necessary or appropriate provided that such responsibilities are reasonably consistent with a vice president level position. The Chief Executive Officer may elect, at his or her discretion, to change the reporting relationship for Employee. 2. DUTY TO PERFORM SERVICES. Employee shall devote her full time during normal business hours four days per week to rendering services to the Company hereunder, and shall exert all reasonable efforts in the rendering of such services. Employee agrees that in the rendering of all services to the Company and in all aspects of employment hereunder, she shall comply in all material respects with all directives, policies, standards and regulations from time to time established by the Company, to the extent they are not in conflict with this Agreement. 3. TERM OF AGREEMENT. There shall be no definite term of employment, and Employee shall be an employee at will. The Company may terminate Employee's employment with the Company at any time with or without Cause (as defined in Section 17(e) ). 4. COMPENSATION. (a) BASE SALARY. Commencing as of January 1, 2002, and throughout the term of this Agreement, the Company shall pay Employee a base salary, payable in equal installments in accordance with the Company's standard schedule for salary payments to its employees, at an annual rate equal to $140,000. Employee's base salary shall be reviewed by the Company at least once every six months, and may be adjusted on or after each such review as mutually agreed upon by the Company and Employee. (b) EQUITY INCENTIVES. (i) NON-STATUTORY STOCK OPTION. Pursuant to an offer letter dated September 18, 2001, from the Company to the Employee, the Company shall grant to Employee, effective January 1, 2002, a non-statutory stock option ("NSO") to purchase 2,933 shares of the Company's common stock, $.0001 par value per share ("Common Stock"), at an exercise price per share equal to $0.10 per share (which was the fair market value per share on the date of grant). One half of the shares of Common Stock issuable upon exercise of the NSO shall be fully vested as of the effective date of the NSO and the balance shall vest on March 25, 2002. (ii) RESTRICTED STOCK. Simultaneous with the execution of this Agreement, the Company shall sell to Employee 70,477 shares (the "Shares") of Common Stock at a price per of $0.17 per Share, which is the current fair market value per share. The purchase and sale of Shares shall be governed by a Restricted Stock Purchase Agreement, which shall contain, among other things, a right of the Company to repurchase unvested Shares under certain circumstances. The Shares shall vest in accordance with the vesting schedule set forth on SCHEDULE A. (c) BONUSES. (i) SIGNING BONUS. Promptly after the Company and Employee sign this Agreement, the Company shall pay Employee a signing bonus of $20,000 in cash. (ii) YEAR-END BONUS. If the performance goals set forth in SCHEDULE B (as the same may be modified from time to time in a writing signed by the Employee and the Employee's supervisor, the "Performance Goals") are achieved by December 31, 2002, then the Company shall pay Employee a bonus of $30,000 in cash by March 1, 2003; PROVIDED, however, that the Company shall pay Employee a bonus of less than $30,000 if only some of the Performance Goals have been achieved or if some of the Performance Goals have been partially achieved; and PROVIDED, further, however, that the amount of the bonus may be increased by the Chief Executive Officer, after consultation with the Compensation Committee of the Board of Directors if appropriate, based on other considerations deemed relevant by the Chief Executive Officer at or about the time that the bonus is to be awarded. The determination of whether or not a Performance Goal has been achieved shall be made by the Chief Executive Officer in his or her sole discretion. 5. VACATIONS AND HOLIDAYS; BENEFITS. (a) VACATION AND HOLIDAYS. Employee shall be entitled to 15 paid vacation days annually and shall not be required to work but shall be paid for all major U.S. holidays. (b) BENEFITS. Employee and, to the extent applicable, Employee's family, dependents and beneficiaries, shall be entitled to receive medical and dental insurance coverage through the Company, and such other benefits, including 401(k) plan, life insurance and disability insurance, as may be provided by the Company to its other similarly situated senior executives from time to time (collectively, the "Benefits"). 2 6. EXPENSES. The Company shall pay or reimburse Employee for all reasonable business expenses incurred by Employee in connection with her employment by the Company in accordance with the Company's policies in effect from time to time. 7. CONFIDENTIAL INFORMATION. While employed by the Company and thereafter, Employee shall not, except as otherwise required pursuant to court order, directly or indirectly, use any Confidential Information (as defined below) other than pursuant to her employment by and for the benefit of the Company, or disclose any Confidential Information to anyone outside of the Company, whether by private communication, public address, publication or otherwise, or disclose any Confidential Information to anyone within the Company who has not been authorized to receive such information, except as directed in writing by an authorized representative of the Company. The term "Confidential Information" as used throughout this Agreement shall mean all trade secrets, proprietary information, and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by a consultant or employee of the Company (including Employee) or received by the Company from an outside source, which is in the possession of the Company (whether or not the property of the Company), and which is maintained in confidence by the Company. Without limiting the generality of the foregoing, Confidential Information shall include: (a) any idea, improvement, invention, innovation, development, technical data, design, formula, device, pattern, sequence, concept, art, method, process, machine, manufacturing method, composition of matter, computer program or software, source code, object code, algorithm, model, diagram, flow chart, product specification or design, plan for a new or revised product, sample, compilation of information, or work in process, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form); and (b) the name of any employee, consultant, customer or prospective customer, any sales plan, marketing material, plan or survey, business plan or opportunity, product or development plan or specification, business proposal, financial record, or business record or other record or information relating to the present or proposed business of the Company. Notwithstanding the foregoing, the term Confidential Information shall not apply to information which the Company has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain. Employee acknowledges that the Company from time to time has in its possession information which is claimed by customers and others to be proprietary and which the Company has agreed to keep confidential. Employee agrees that all such information shall be Confidential Information for purposes of this Agreement. 8. OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY. Employee agrees that all originals and all copies of materials containing, representing, evidencing, recording, or constituting any Confidential Information, however and whenever produced (whether by Employee or others) shall be the sole property of the Company. 3 Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, specifications, designs, concepts, research and other information, processes, products, methods and improvements, or parts thereof conceived, developed, or otherwise made by him, alone or jointly with others and in any way relating to the Company's present or proposed products, programs or services or to tasks assigned to her during the course of her employment, whether or not patentable or subject to copyright protection and whether or not reduced to tangible form or reduced to practice, during the period of her employment with the Company, whether or not made during my regular working hours, and whether or not made on the Company's premises, and whether or not disclosed by her to the Company (hereinafter referred to as "Intellectual Property") together with all products or services which embody or emulate any Intellectual Property shall belong exclusively to the Company. Employee agrees to, and hereby does, assign to the Company all her right, title and interest throughout the world in and to all Intellectual Property and to anything tangible which evidences, incorporates, constitutes, represents or records any Intellectual Property. Employee agrees that all Intellectual Property shall constitute works made for hire under the copyright laws of the United States and hereby assigns and, to the extent any such assignment cannot be made at present, Employee hereby agrees to assign to the Company all copyrights, patents and other proprietary rights Employee may have in any Intellectual Property, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. Employee agrees to waive, and hereby waives, all moral rights or proprietary rights in or to any Intellectual Property and, to the extent that such rights may not be waived, agrees not to assert such rights against the Company or its licensees, successors or assigns. Employee hereby certifies that SCHEDULE C, sets forth any and all confidential information and intellectual property that Employee claims as her own or otherwise intends to exclude from this Agreement because it was developed by her prior to the date of this Agreement. Employee understands that after execution of this Agreement she shall have no right to exclude Confidential Information or Intellectual Property from this Agreement. 9. EMPLOYEE'S OBLIGATION TO KEEP RECORDS. Employee shall make and maintain adequate and current written records of all Intellectual Property, including notebooks and invention disclosures, which records shall be available to and remain the property of the Company at all times. Employee shall disclose all Intellectual Property promptly, fully and in writing to the Company immediately upon production or development of the same and at any time upon request. 10. EMPLOYEE'S OBLIGATION TO COOPERATE. Employee will, at any time during her employment, or after it terminates, upon request of the Company, execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent of this Agreement. Without limiting the generality of the foregoing, Employee will assist the Company in any reasonable manner to obtain for its own benefit patents or copyrights in any and all countries with respect to all Intellectual Property assigned pursuant to Section 8, and Employee will execute, when requested, patent and other applications and assignments thereof to the Company, or Persons (as defined in Section 17(f)) designated by it, and any other lawful documents deemed necessary by the Company to carry out 4 the purposes of this Agreement, and Employee will further assist the Company in every way to enforce any patents and copyrights obtained, including testifying in any suit or proceeding involving any of said patents or copyrights or executing any documents deemed necessary by the Company. It is understood that (i) reasonable out-of-pocket expenses of Employee's assistance incurred at the request of the Company under this Section will be reimbursed by the Company, and (ii) if Employee is required to assist the Company pursuant to this Section at a time when Employee is no longer an employee of the Company, then the Company will pay Employee a fee at an hourly rate commensurate with her salary as of the last day of her employment. 11. NONCOMPETITION. Subject to written waivers that maybe provided by the Company upon request, which shall not be unreasonably withheld, Employee agrees that during the term of this Agreement and for a period of 12 months after the termination of this Agreement (the "Restricted Period"), Employee shall not directly or indirectly (i) provide any services in the Field of Interest (as defined in Section 17(e)) to any Person other than the Company, (ii) become an owner, partner, shareholder, consultant, agent, employee or co-venturer of any Person that has committed, or intends to commit, significant resources to the Field of Interest. 12. NONSOLICITATION. During the Restricted Period, Employee shall not (i) solicit, encourage, or take any other action which is intended to induce any employee of, or consultant to, the Company (or any other Person who may have been employed by, or may have been a consultant to, the Company during the term of Employee's employment) to terminate his or her employment or relationship with the Company in order to become employed by or otherwise perform services for any other Person or (ii) solicit, endeavor to entice away from the Company or otherwise interfere with the relationship of the Company with any Person who is, or was within the then-most recent 12 month period, a client or customer of the Company. 13. RETURN OF PROPERTY. Upon termination of Employee's employment with the Company, or at any other time upon request of the Company, Employee shall return promptly any Confidential Information, including all customer or prospective customer lists, other customer or prospective customer information or related materials, computer programs, software, electronic data, specifications, drawings, blueprints, medical devices, samples, reproductions, sketches, notes, notebooks, memoranda, reports, records, proposals, business plans, or copies of them, other documents or materials, tools, equipment, or other property belonging to the Company or its customers which Employee may then possess or have under her control. Employee further agrees that upon termination of her employment she shall not take with her any documents or data in any form or of any description containing or pertaining to Confidential Information or Intellectual Property. 14. OTHER OBLIGATIONS. (a) Employee hereby represents, warrants and agrees (i) that Employee has the full right to enter into this Agreement and perform the services required of her hereunder, without any restriction whatsoever; (ii) that in the course of performing services hereunder, Employee will not violate the terms or conditions of any agreement between her and any third party or infringe or wrongfully appropriate any patents, copyrights, trade secrets or other intellectual property rights of any Person anywhere in the world; (iii) that Employee has not and 5 will not disclose, except as required pursuant to a court order, or use during her employment by the Company any confidential information that she acquired as a result of any previous employment or consulting arrangement or under a previous obligation of confidentiality; and (iv) that Employee has disclosed to the Company in writing any and all continuing obligations to previous employers or others that require her not to disclose any information to the Company. (b) Employee acknowledges that the Company from time to time may have agreements with other Persons, including the government of the United States or other countries and agencies thereof, which impose obligations or restrictions on the Company regarding inventions made during the course of work thereunder or regarding the confidential nature of such work. Employee agrees to be bound by all such obligations and restrictions which are made known to her and to take all action necessary to discharge the obligations of the Company thereunder. 15. TERMINATION EVENT. The following events shall each be considered a "Termination Event" and, upon the occurrence of any of them, shall have the effect of immediately terminating the Company's obligations under this Agreement, including its obligation to make any further payments hereunder but excluding the payment of base salary and vacation benefits which are accrued at the date of termination: (a) Employee's death; (b) Employee's Disability for such period of time and under circumstances which would constitute a Long Term Disability; (c) The termination of Employee's employment by the Company for Cause (as defined in Section 17(e) ). Termination pursuant to Section 15(c) shall be without prejudice to any other right or remedy to which the Company may be entitled, at law, in equity, under this Agreement or otherwise; or (d) The termination of Employee's employment by Employee for any reason. Notwithstanding Employee's termination of employment pursuant to Section 15(b), 15(c) or 15(d), Employee's covenants and obligations set forth in Sections 7, 8, 10, 11, 12 and 13 shall remain in effect and be fully enforceable in accordance with the provisions thereof. 16. TERMINATION WITHOUT CAUSE. In addition to the other termination rights provided to the Company or Employee hereunder, the Company may terminate Employee's employment without Cause at any time; PROVIDED, however, that: (a) Employee's covenants and obligations set forth in Sections 7, 8, 9, 10, 11, 12 and 13 shall remain in effect and be fully enforceable in accordance with the provisions thereunder; and (b) in the event that Employee's employment is terminated by the Company without Cause at any time after January 1, 2003, Employee shall be entitled to receive (i) the installments of base salary set forth in Section 4(a) not yet paid to such Employee, payable when 6 and as if Employee had continued to be employed by the Company until the three month anniversary of the date of such termination, and (ii) the benefits set forth in Section 5(b) for such period of time. 17. MISCELLANEOUS. (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to such subject matter, including the offer letter dated September 18, 2001, from the Company to Employee. (b) ASSIGNABILITY, ETC. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, except as otherwise expressly provided herein and shall not be assignable by operation of law or otherwise. (c) AMENDMENTS AND SUPPLEMENTS. This Agreement may not be altered, changed or amended, except by an instrument in writing signed by the parties hereto. (d) NO WAIVER. The terms and conditions of this Agreement may be waived only by a written instrument signed by the party waiving compliance. In the case of the Company, no waiver shall be effective unless approved by the Board. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. (e) CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings set forth below: "Cause" means: (i) Employee's dishonesty with respect to the Company; (ii) Employee's misconduct which materially and adversely reflects upon the business, affairs, operations, or reputation of the Company or upon Employee's ability to perform her duties for the Company; (iii) Employee's failure (except by reason of Disability) to perform her duties and responsibilities for the Company, which failure continues for more than ten days after the Company gives written notice to Employee which sets forth in reasonable detail the nature of such failure; 7 (iv) Employee's negligent performance of her duties, which negligent performance continues for more than ten days after the Company gives written notice to Employee which sets forth in reasonable detail the nature of such negligence; or (v) Employee's breach of any one or more of the material provisions of this Agreement, which breach continues for more than ten days after the Company gives written notice to Employee which sets forth in reasonable detail the nature of such breach. "Disability" means the inability of Employee to substantially perform her duties to the Company by reason of any medically determinable physical impairment. "Field of Interest" means the field of sequencing, chemical, enzymatic or biological synthesis, production or modification of linear and branched sugars and glycoconjugates. "Long Term Disability" means a Disability which continues for at least 120 consecutive calendar days or 150 calendar days during any consecutive twelve-month period, after its commencement, and is determined in good faith to be total and permanent by the Board following consultation with reputable medical or health experts selected by the Board. "Person" shall mean an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization. (f) CONSTRUCTION OF AGREEMENT. A reference to a Section or Exhibit shall mean a Section in or Exhibit to this Agreement unless otherwise expressly stated. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement which shall be considered as a whole. The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (g) NOTICE. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand, sent by facsimile transmission with confirmation of receipt, sent via a reputable overnight courier service with confirmation of receipt requested, or mailed by registered or certified mail (postage prepaid and return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice), and shall be deemed given on the date on which delivered by hand or otherwise on the date of receipt as confirmed: To the Company: Mimeon, Inc. 43 Moulton Street Cambridge, MA 02143 Attention: President Fax: 617 ###-###-#### 8 To Employee: Susan Whoriskey 47 Louise Road Belmont, MA 02478 (h) GOVERNING LAW. This Agreement shall be, governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. (i) REMEDIES. Employee recognizes that money damages alone would not adequately compensate the Company in the event of breach by Employee of this Agreement, and Employee therefore agrees that, in addition to all other remedies available to the Company at law, in equity or otherwise, the Company shall be entitled to injunctive relief for the enforcement hereof. All rights and remedies hereunder are cumulative and are in addition to and not exclusive of any other rights and remedies available at law, in equity, by agreement or otherwise. (j) SURVIVAL; VALIDITY. Except as expressly provided herein, the provisions of this Agreement shall not survive termination of Employee's employment by the Company for any reason. In the event that any provision of this Agreement shall be determined to be unenforceable by reason of its extension for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. If, after application of the preceding sentence, any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. Except as otherwise provided in this Section 17, any invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any such severance, all other provisions hereof shall remain in full force and effect. (k) COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same Agreement. * * * * * 9 IN WITNESS WHEREOF, the parties have caused this Employment Agreement to be executed as an agreement under seal as of the date first written above. MIMEON, INC. By: /s/ Alan L. Crane ----------------------------------------- Alan L. Crane President and Chief Executive Officer /s/ Susan Whoriskey ----------------------------------------- Susan Whoriskey 10