Executive Employment Agreement - Celsion Corp. and William E. Gannon Jr.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, effective as of January 15, 2002, by and
between DR. WILLIAM E. GANNON, JR.(the "Executive"), an individual residing at
515 5th Street, N.E., Washington, D.C. 2002, and CELSION CORPORATION (the
"Company"), a Maryland corporation with offices at 10220-1 Old Columbia Road,
Columbia, Maryland 21046-1705.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Executive desire to be employed by the Company, and the
Company desires that the Executive shall be employed by it and render services
to it, and the Executive is willing to be so employed and to render services,
all upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Employment, Duties and Acceptance.
1.1 The Company hereby employs Executive, and the Executive hereby
accepts employment, for the term ("Term") set forth in Section 2 hereof, to
render services to Company as Medical Director and Vice President of Clinical
Affairs. The Executive represents and warrants to the Company that he has full
power and authority to enter into this Agreement and that he is not under any
obligation of a contractual or other nature to any, person, firm or corporation
which is inconsistent or in conflict with this Agreement, or which would
prevent, limit or impair in any way the performance by Executive of his
obligations hereunder.
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1.2 The Executive will have general supervisory authority over the
establishment and implementation of scientific strategies, initiatives,
priorities, policies, protocols and clinical trials of the Company and its
subsidiaries or affiliates (referred to collectively as "Affiliates"), and will
have such other duties and responsibilities, consistent with his position, as
may reasonably be assigned to him by the Board of Directors. In addition, the
Executive will serve as a senior officer of each of the Company's Affiliates.
The Executive will report to the President and Chief Executive Officer of the
Company.
1.3 The Executive shall devote all of his business time and effort to
the business and affairs of the Company, and shall use his best efforts, skills,
and abilities to promote the interests of the Company, except for reasonable
vacations and during periods of illness or incapacity, but nothing contained in
this Agreement shall prevent the Executive from engaging in charitable,
community or other business activities provided they do not interfere with the
regular performance of the Executive's duties and responsibilities under this
Agreement.
1.4 Unless the Executive and the Company shall otherwise agree, the
Executive's principal place of employment shall be in and around the Columbia,
Maryland area, but the duties of the Executive shall include such visits to the
Company's Affiliates, research and development partners, and product and
clinical trial test sites, in each case at the expense of the Company, as the
Executive determines is reasonably required in the performance of the
Executive's responsibilities.
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2. Term.
2.1 The Term of this Agreement will commence as of January 15,
2002 and will terminate at the close of business on January 14, 2005, unless
sooner terminated in accordance with the provisions of this Agreement ("Initial
Term"). Thereafter, the employment of the Executive shall continue for
successive one-year periods (each such one year period being hereinafter
referred to as a "Renewal Term") unless the Corporation or Executive shall give
notice to the other at least three months prior to the end of the Term or any
Renewal Term of the election of the Corporation or the Executive to terminate
the employment of the Executive at the end of the Term or the then current
Renewal Term.
3. Compensation.
3.1 For all services performed by the Executive under this Agreement,
the Executive shall be paid a base salary ("Base Salary") for the first twelve
months of the Initial Term at the annual rate of $195,000. The Base Salary for
subsequent years shall be the greatest of (i) one hundred five percent (105%) of
the Base Salary for the prior calendar year; (ii) the product of the
multiplication of the Base Salary during the calendar year immediately preceding
by the sum of (y) one hundred percent plus (z) the amount (expressed as a
percent) by which the most recently reported Consumer Price Index ("CPI")
applicable to the Washington-Baltimore Metropolitan region is greater than the
CPI for that same region for the prior twelve months; or (iii) the sum offered
by the Board of Directors after a review taking into account corporate and
individual performance, the Company's prospects and general business conditions.
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3.2 Base Salary shall be paid in equal monthly or semi-monthly
installments in keeping with the Company's standard payroll policies applicable
to its senior executives.
3.3 The Executive shall also be eligible for an annual performance
bonus of up to an amount equal to twenty five percent (25%) of Base Salary, the
award of which shall be in the sole and absolute discretion of the Board based
on such factors as the performance of the Executive, the performance of the
Company, and the overall financial condition of the Company.
4. Option to Acquire Common Stock.
4.1 The Company hereby grants to Executive as a bonus (the "Bonus") a
non-qualified stock option to acquire one hundred thousand (100,000) fully paid
and non-assessable shares of common stock (the "Bonus Shares"), par value $0.01
per share (the "Common Stock") of the Company. The purchase price for each of
the Bonus Shares acquired upon exercise of the options shall be $_____. The
options to acquire the 100,000 shares of Common Stock shall vest in accordance
with the following vesting schedule: Options to acquire fifty thousand (50,000)
shares shall vest simultaneously with the execution of this Agreement, and
options to acquire twenty five thousand (25,000) shares shall vest on each of
the first and second anniversary dates of the effective date of this Agreement.
If Executive is not employed by the Company on any of the two future vesting
dates, he shall no longer be entitled to exercise his option to acquire Bonus
Shares vesting on or after such date. Subject to the limitations set forth in
this Agreement, the Executive may exercise the stock options constituting the
Bonus Shares, at any time prior to 5:00 PM (New York time) on January 14, 2012
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(the "Expiration Date"), upon notice to the Company at its principal office at
10220-1 Old Columbia Road, Columbia, MD 21046-1705, Attention: Anthony Deasey,
Chief Financial Officer (or at such other location as the Company may advise the
Executive in writing), after which time all unexercised options shall expire and
be of no further legal force or effect.
4.2 The Company shall at all times reserve for issuance and/or delivery
such number of shares of its Common Stock as shall be required for issuance or
delivery upon exercise of the option granted as a Bonus. No fractional shares or
scrip representing fractional shares shall be issued when the option is
exercised. Common Stock issued on exercise of the Bonus may not be sold or
offered for sale in the absence of effective registration under such securities
laws, or an opinion of counsel satisfactory to the Company that such
registration is not required. Bonus Shares may be sold by the Executive in
transactions permitted by the provisions of Rule 144 of the Securities Act of
1933. Bonus Shares shall bear an appropriate restrictive legend, referring to
the provisions hereof.
4.3 In case the Company shall at any time issue Common Stock by way of
dividend or other distribution on any stock of the Company or subdivide or
combine the outstanding shares of Common Stock, the exercise price shall be
proportionately decreased in the case of such issuance (on the day following the
date fixed for determining shareholders entitled to receive such dividend or
other distribution) or either decreased in the case of such subdivision or
increased in the case of such combination (on the date that such subdivision or
combination shall become effective). The Company shall not be required to give
effect to any adjustment in the exercise price unless and until the net effect
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of one or more adjustments, determined as above provided, shall have required a
change of the exercise price by at least one cent, but when the cumulative net
effect of more than one adjustment so determined shall be to change the actual
exercise price by at least one cent, such change in the exercise price shall
thereupon be given effect. Upon any adjustment of the exercise price, the
Executive shall thereafter (until another such adjustment) be entitled to
purchase, at the new exercise price, the number of shares, calculated to the
nearest full share, obtained by multiplying the number of shares of Common Stock
issuable by the exercise price in effect on the date hereof and dividing the
product so obtained by the new exercise price. In the event of a
reclassification, recapitalization, stock split, reverse stock split, stock
dividend or combination of shares, or other similar event, the number and class
of shares issuable to the Executive upon exercise of the option to acquire
either Bonus Shares shall be adjusted to reflect such event. Notwithstanding any
language to the contrary contained herein, if this Agreement is in effect at the
time of the occurrence of a "Change of Control" event, the options to acquire
Bonus Shares shall automatically vest 100% and immediately become exercisable
upon the occurrence of the Change of Control event. For purposes of this
Agreement, Change of Control event has the meaning set forth in Section 11.1
hereof.
5. [RESERVED].
6. Reimbursement for Expenses.
6.1 Company shall reimburse Executive for all reasonable out-of-pocket
expenses paid or incurred by him in the course of his employment, upon
presentation by Executive of valid receipts or invoices therefor, utilizing
procedures and forms for that purpose as established by Company from time to
time.
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7. Vacations.
7.1 Executive shall be entitled to reasonable vacations (which shall
aggregate no less than four (4) weeks vacation with pay) during each consecutive
twelve (12) month period commencing on the date hereof. Executive may not
accumulate any vacation days which remain unused at the end of any year during
the term hereof without the prior consent of Company.
8. Employee Benefit Programs, etc.
8.1 Subject to the Executive's meeting the eligibility requirements of
each respective plan, Executive shall participate in and be covered by each
pension, life insurance, accident insurance, health insurance, hospitalization,
disability insurance and any other employee benefit plan of Company, as the case
may be, made available generally from and after the date hereof to its
respective senior executives, on the same basis as shall be available to such
other executives without restriction or limitation by reason of this Agreement.
8.2 Nothing herein contained shall prevent the Company from at any time
increasing the compensation herein provided to be paid to Executive, either
permanently or for a limited period, or from paying bonuses and other additional
compensation to Executive, whether or not based upon the earnings of the
business of Company, or from increasing or expanding any employee benefit
program applicable to the Executive, in the event the Company, in its sole
discretion, shall deem it advisable so to do in order to recognize and
compensate fairly Executive for the value of his services.
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9. Death or Disability.
9.1 If Executive shall die during the term hereof, this
Agreement shall immediately terminate, except that Executive's legal
representatives or designated beneficiaries shall be entitled to receive (i) the
Base Salary due to Executive hereunder to the last day of the month following
the month in which his death occurs, payable in accordance with the Company's
regular payroll practices, (ii) all other benefits payable upon death under any
employee benefit program or other insurance covering the Executive as of the
date of death; and (iii) any stock option issued to acquire the Bonus Shares
that was exercisable at the date of death may be exercised by the legal
representative of the Executive's estate at any time or times during the period
beginning on the date of death and ending one year after the date of death, or
until the expiration of the stated term of such stock option, whichever period
is shorter, and any stock option not exercisable at the date of death shall be
forfeited.
9.2 In the event of the Disability of the Executive, as hereinafter
defined, the Executive shall be entitled to continue to receive payment of his
Base Salary (prorated as may be necessary) in accordance with the terms of
Section 3 hereof through the last day of the sixth month following the month in
which Executive's employment hereunder is terminated as a result of such
Disability. At any time after the date of the Notice (as hereinafter defined)
and during the continuance of the Executive's Disability, the Company may at any
time thereafter terminate Executive's employment hereunder by written notice to
the Executive. The term "Disability" shall mean physical or mental illness or
injury which prevents the Executive from performing his customary duties for the
Company for a period of thirty (30) consecutive days or an aggregate period of
ninety (90) days out of any consecutive twelve (12) months. The date of
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commencement of Disability shall be the date set forth in the notice (the
"Notice") given by Company to the Executive at any time following a
determination of Disability, which date shall not be earlier than the date the
Notice is given by Company. A determination of Disability by Company shall be
solely for the purposes of this Section 9.2 and shall in no way affect the
Executive's status under any other benefit plan applicable to the Executive.
9.3 Upon the occurrence of a Disability, and unless the Executive's
employment shall have been terminated as provided in Section 9.2, the Executive
shall, during such time as he is continuing to receive Base Salary payments as
set forth in Section 9.2, perform such services for Company, consistent with his
duties under Section I hereof, as he is reasonably capable of performing in
light of the condition giving rise to a Disability. All payments due under
Section 9.2 shall be payable in accordance with Company's regular payroll
practices. Any amount paid to Executive pursuant to this Agreement by reason of
his Disability, shall be reduced by the aggregate amount of all monthly
disability payments which the Executive is entitled to receive under all workers
compensation plans, disability plans and accident, health or other insurance
plans or programs maintained for the Executive by Company, by any company
controlling, controlled by or under common control with, Company.
9.4 In the event the Executive's employment is terminated due to
Disability, in addition to receipt of the Base Salary payments described in
Section 9.2, any stock option issued to acquire the Bonus Shares that was
exercisable at the date of Disability may be exercised by the Executive or his
legal representative at any time or times, during the period beginning on the
date of Disability and ending one year after the date of Disability, or until
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the expiration of the stated term of such stock option, whichever period is
shorter, and any stock option not exercisable at the date of Disability shall be
forfeited.
10. Termination for Cause.
10.1 The employment of the Executive may be terminated by the Company
for Cause. For this purpose, "Cause" shall mean:
(i) insubordination or the deliberate failure or refusal to comply
with the terms of this Agreement or to follow the directions
or policies of the Company, its executive officers or Board of
Directors, which directions or policies are consistent with
normal business practices and relate to the performance by
Executive of his duties as an executive of Company in
accordance with the provisions of this Agreement, and which
failure or refusal shall remain uncured for fifteen (15) days
after written notice thereof shall have been given to
Executive; provided, however, that the foregoing right to cure
shall not apply to any failure or refusal of a type
substantially similar to a failure or refusal which was the
subject of a previous notice under this clause (i);
(ii) the commission by Executive of an act of theft, dishonesty,
embezzlement, vandalism, fraud or misappropriation against
Company any subsidiary or affiliate of Company;
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(iii) the conviction of Executive in any jurisdiction of a criminal
act or acts committed by the Executive which constitute theft,
embezzlement, vandalism, fraud, misappropriation, or dishonest
acts against the Company;
(iv) any deliberate or intentional act or omission, the purpose of
which is to materially damage the business or reputation of
Company;
(v) incompetence, negligence or any misconduct by Executive in
performing his duties or willfully neglecting to carry out his
duties under this Agreement resulting in harm to the Company.
10.2 In the event of a termination for Cause, the Executive shall (a)
be entitled to any unpaid Base Salary pro rated up to the date of termination,
and (b) any stock options not exercised prior to the date of termination shall
automatically be forfeited by the Executive, and the Executive shall have no
further rights under this Agreement. Furthermore, the Executive shall be and
remain subject to all provisions of Section 13 below for the period indicated
therein.
11. Termination Upon Change of Control or by Company Without Cause.
11.1 A "Change in Control" shall occur: (A) if any Person, or
combination of Persons (as hereinafter defined), or any affiliate of any of the
above, is or becomes the "beneficial owner" (as defined in Rule l3d-3
promulgated under the Securities Exchange Act of 1934) directly or indirectly,
of securities of the Company representing twenty-five percent (25%) or more of
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the total number of outstanding shares of common stock of the Company; (B) if
individuals who, at the date of this Agreement, constitute the Board (the
"Incumbent Directors") cease, for any reason, to constitute at least a majority
thereof, provided that any new director whose election was approved by a vote of
at least 75% of the Incumbent Directors shall be treated as an Incumbent
Director; or (C) the Company sells substantially all of its assets to a
purchaser other than a subsidiary. For purposes hereof, "person" shall mean any
individual, partnership, joint venture, association, trust, or other entity,
including a "group" as referred to in section 13(d)(3) of the Securities
Exchange Act of 1934.
11.2 If there occurs a Change in Control, and if there subsequently
occurs a material adverse change, without the Executive's written consent, in
the Executive's working conditions or status, including but not limited to a
significant change in the nature or scope of the Executive's authority, powers,
duties or responsibilities, or a reduction in the level of support services or
staff, then, whether or not such change would otherwise constitute a breach of
this Agreement by the Company, this Agreement may be terminated by notice given
by the Executive, specifying the Change of Control and significant adverse
change or changes.
11.3 Upon the termination of this Agreement in accordance with Section
11.2 above, the Executive will be entitled, without any duty to mitigate
damages, to:
(a) All unpaid Base Salary pro-rated up to the date of
termination; and
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(b) The opportunity to exercise any stock option issued to
acquire the Bonus Shares that was exercisable at the date of
termination may be exercised by the Executive at any time or times
during the period beginning on the effective date of termination and
ending one year after the date of termination, or until the expiration
of the stated term of such stock option, whichever period is shorter,
and any stock option not exercisable upon the effective date of
termination shall be forfeited;
(c) A severance payment equal to 2.99 times the Base Salary in
effect on the date of termination; and
(d) All benefits available under the Company's employee
benefit programs, to theextent applicable to senior executives
voluntarily and amicably retiring from employment with the Company.
11.4 In the event that the Company shall actually or constructively
terminate this Agreement during the Initial Term or any Renewal Term without
cause (and with or without a Change of Control), the Executive shall be entitled
to the same payments, compensation and rights as provided in the case of a
termination by the Executive under Section 11.3.
11.5 The payments and any other compensation and benefits to which the
Executive is entitled under this Section 11 shall be made available to the
Executive no later than thirty (30) days after the date of any termination
referred to in Section 11.2, 11.3 or 11.4.
11.6 In the event that Executive receives the payments and any other
compensation and benefits referred to in this Section 11, he will be bound by
the restrictive provisions of Section 13 for the period therein provided.
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12. Termination by Executive.
12.1 If the Executive shall terminate his employment under this
Agreement during the Initial Term without either (i) a Change of Control, or
(ii) the express written consent of the Company, then, for purposes of
establishing the rights of the Executive upon such termination, such termination
shall be deemed the equivalent of a termination for Cause under Section 10.1,
and the Executive shall have only those rights with regard to compensation as
are set forth in Section 10.1, and the restrictive provisions of Section 13
below shall fully apply.
12.2 If the Executive shall terminate his employment under this
Agreement during any Renewal Term without the express written consent of the
Company, then, for purposes of establishing the rights of the Executive upon
such termination, the Executive shall be entitled (i) to receive all unpaid Base
Salary pro-rated up to the date of termination, and (ii) for a period of ten
(10) days following the date of termination, to exercise any unexercised option
to acquire Common Stock under either Section 4 or Section 5 hereof that
Executive could have exercised on the day preceding the date of termination.
12.3 In the case of a termination pursuant to Section 12.2, the
restrictions set forth in Section 13 shall apply to Executive for the period
therein stated.
13. Restrictive Covenants; Compensation.
13.1 During such time as this Agreement shall be in effect and, except
as otherwise explicitly stated herein, for a period of three (3) years following
the termination of Executive's employment with Cause, or one (1) year after
voluntary termination of this Agreement by Executive, and without the Company's
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prior written consent (which may be withheld for any reason or for no reason in
Company's sole discretion), Executive shall not do anything in any way
inconsistent with his duties to, or adverse to the interests of, the Company,
nor shall Executive, directly or indirectly, himself or by or through a family
member or otherwise, alone or as a member of a partnership or joint venture, or
as a principal, officer, director, consultant, employee or stockholder of any
other entity, compete with Company or be engaged in or connected with any other
business competitive with that of Company or any of its affiliates, except that
Executive may own as a passive investment not more than five percent (5%) of the
securities of any publicly held corporation that may engage in such a business
competitive with that of Company or any of its Affiliates.
13.2 In view of the fact that Executive will be brought into close
contact with many confidential affairs of Company and its Affiliates not readily
available to the public, Executive agrees during the Term of this Agreement and
thereafter:
(a) to keep secret and retain in the strictest confidence all
non-public information about (i) research and development, test
results, suppliers, venture or strategic partners, licenses and patents
or patent applications, planned or existing products, know-how,
financial condition and other financial affairs (such as costs,
pricing, profits and plans for future development, methods of operation
and marketing concepts) of Company and its Affiliates; (ii) the
employment policies and plans of the Company and its Affiliates; and
(iii) any other proprietary information relating to the Company and its
Affiliates, their operations, businesses, financial condition and
financial affairs (collectively, the "Confidential Information") and,
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for such time as Company or any of its Affiliates is operating,
Executive shall not disclose the Confidential Information to anyone not
then an officer, director or authorized employee of Company or its
Affiliates, either during or after the term of this Agreement, except
in the course of performing his duties hereunder or with Company's
express written consent or except to the extent that such confidential
information can be shown to have been in the public domain through no
fault of Executive; and
(b) to deliver to Company within ten days after termination of
his services, or at any time Company may so request, all memoranda,
notes, records, reports and other documents relating to Company or its
Affiliates, businesses, financial affairs or operations and all
property associated therewith, which he may then possess or have under
his control.
13.3 Executive shall not at any time during the three-year period
following the termination of his employment for any reason whatsoever, including
termination resulting from the natural expiration of the term of this Agreement,
(i) employ any individual who was employed by Company or any of its Affiliates
at any time during the such period or during the 12 calendar months immediately
preceding such termination, or (ii) in any way cause, influence or participate
in the employment of any such individual by anyone else in any business that is
competitive with any of the businesses engaged in by Company or any of its
Affiliates.
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13.4 Executive shall not at any time during the three-year period
following the termination of his employment, for any reason whatsoever,
including termination resulting from the natural expiration of the term of this
Agreement, directly or indirectly, either (i) persuade or attempt to persuade
any customer or client of the Company or of any of its Affiliates to cease doing
business with Company or with any Affiliate, or to reduce the amount of business
it does with Company or with any of its Affiliates, or (ii) solicit for himself
or any person other than Company or any of its Affiliates, the business of any
individual or business which was a customer or client of Company or any of its
Affiliates at any time during the eighteen month period immediately preceding
such termination.
13.5 Executive acknowledges that the execution and delivery by him of
the promises set forth in this Section 13 is an essential inducement to Company
to enter into this Agreement, and that Company would not have entered into this
Agreement but for such promises. Executive further acknowledges that his
services are unique and that any breach or threatened breach by Executive of any
of the foregoing provisions of this Section 13 cannot be remedied solely by
damages. In the event of a breach or a threatened breach by Executive of any of
the provisions of this Section 13, Company shall be entitled to injunctive
relief restraining Executive and any business, firm, partnership, individual,
corporation or other entity participating in such breach or attempted breach.
Nothing herein, however, shall be construed as prohibiting Company from pursuing
any other remedies available at law or in equity for such breach or threatened
breach, including the recovery of damages and the immediate termination of the
employment of Executive hereunder.
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13.6 If any of the provisions of, or promises contained in, this
Section 13 are hereafter construed to be invalid or unenforceable in any
jurisdiction, the same shall not affect the remainder of the provisions or the
enforceability thereof in any other jurisdiction, which shall be given full
effect, without regard to the invalid portions or the unenforceability in such
other jurisdiction. If any provisions contained in this Section 13 are held to
be unenforceable in any jurisdiction because of the duration or scope thereof,
the parties hereto agree that the court making such determination shall have the
power to reduce the duration and/or scope (if such provision, in its reduced
form, shall be enforceable); provided, however, that the determination of such
court shall not affect the enforceability, duration or scope of this Section 13
in any other jurisdiction.
14. Relationship of Parties.
Nothing herein contained shall be deemed to constitute a partnership
between or a joint venture by the parties, nor shall anything herein contained
be deemed to constitute either the Executive, the Company or any Affiliates the
agent of the other except as is expressly provided herein. Neither Executive nor
Company shall be or become liable or bound by any representation, act or
omission whatsoever of the other party made contrary to the provisions of this
Agreement.
15. Notices.
All notices and communications hereunder shall be in writing and
delivered by hand or sent by registered or certified mail, postage and
registration or certification fees prepaid, return receipt requested, or by
overnight delivery such as Federal Express, and shall be deemed given when hand
delivered or upon three (3) business days after the date when mailed, or upon
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one (1) business day after delivery to an agent for overnight delivery, if sent
in such manner, as follows:
If to Company: Celsion Corporation
10220-1 Old Columbia Road,
Columbia, Maryland 21046-1705.
Attention: Anthony Deasey,
Chief Financial Officer
With a copy to: Venable, Baetjer and Howard, LLP
Mercantile Bank and Trust Building
2 Hopkins Plaza, Suite 1800
Baltimore, Maryland 21201
Attn: Greg Cross
If to Executive: Dr. William E. Gannon, Jr.
515 5th Street, N.E.
Washington, D.C. 20002
The foregoing addresses may be changed by notice given in the manner set forth
in this Section 15.
16. Disputes. The parties shall attempt in good faith to resolve all
claims, disputes and other disagreements arising hereunder by negotiation. In
the event that a dispute between the parties cannot be resolved within thirty
(30) days of written notice from one party to the other party, such dispute
shall, at the request of either party, after providing written notice to the
other party, be submitted to arbitration in Columbia, Maryland in accordance
with the arbitration rules of the American Arbitration Association then in
effect. The notice of arbitration shall specifically describe the claims,
disputes or other matters in issue to be submitted to arbitration. The parties
shall jointly select a single arbitrator who shall have the authority to hold
hearings and to render a decision in accordance with the arbitration rules of
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the American Arbitration Association. If the parties are unable to agree within
ten (10) days, the arbitrator shall be selected by the Chief Judge of the
Circuit Court for Howard County. The discovery rights and procedures provided by
the Federal Rules of Civil Procedure shall be available and enforceable in the
arbitration proceeding. The written decision of the arbitrator so appointed
shall be conclusive and binding on the parties and enforceable by a court of
competent jurisdiction. The expenses of the arbitration shall be borne equally
by the parties to the arbitration, and each party shall pay for and bear the
cost of its own experts, evidence and legal counsel, unless the arbitrator rules
otherwise in the arbitration. Both parties agree to use their best efforts to
cause a final decision to be rendered with respect to the matter submitted to
arbitration within sixty (60) days after its submission.
17. Miscellaneous.
17.1 This Agreement contains the entire understanding of the parties
hereto with respect-to the employment of Executive by Company during the term
hereof, and the provisions hereof may not be altered, amended, waived,
terminated or discharged in any way whatsoever except by subsequent written
agreement executed by the party charged therewith. This Agreement supersedes all
prior employment agreements, understandings and arrangements between Executive
and Company pertaining to the terms of the employment of Executive. A waiver by
either of the parties of any of the terms or conditions of this Agreement, or of
any breach hereof, shall not be deemed a waiver of such terms or conditions for
the future or of any other term or condition hereof, or of any subsequent breach
hereof.
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17.2 The provisions of this Agreement are severable, and if any
provision of this Agreement is invalid, void, inoperative or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any circumstance, it shall nevertheless remain applicable to all
other circumstances.
17.3 Company shall have the right to deduct and withhold from
Executive's compensation the amounts required to be deducted and withheld
pursuant to any present or future law concerning the withholding of income
taxes. In the event that Company makes any payments or incurs any charges for
Executive's account or Executive incurs any personal charges with Company,
Company shall have the right and Executive hereby authorizes Company to recoup
such payments or charges by deducting and withholding the aggregate amount
thereof from any compensation otherwise payable to Executive hereunder.
17.4 This Agreement shall be construed and interpreted under the laws
of the State of Maryland applicable to contracts executed and to be performed
entirely therein.
17.5 The captions and section headings in this Agreement are not part
of the provisions hereof, are merely for the purpose of reference and shall have
no force or effect for any purpose whatsoever, including the construction of the
provisions of this Agreement.
17.6 To the extent any provision of this Agreement contemplates action
after termination hereof or creates a cause of action or claim on which action
may be brought by either party, such provision, cause of action or claim shall
survive termination of Executive's employment or termination of this Agreement.
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<PAGE>
17.7 Executive may not assign his rights nor delegate his
duties under this Agreement; provided, however, that notwithstanding the
foregoing this Agreement shall inure to the benefit of Executive's legal
representatives, executors, administrators or successors and to the successors
or assigns of Company.
IN WITNESS WHEREOF, the parties hereto have executed this Executive
Employment Agreement as of the date first above written.
CELSION CORPORATION
By:/s/Anthony P. Deasey
------------------------------------------
Anthony Deasey, Chief Financial Officer
/s/William E. Gannon, Jr.
--------------------------
Dr. William E. Gannon, Jr.
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