Consulting Agreement - Pharmos Corp. and Stephen C. Knight
Pharmos Corporation
99 Wood Avenue South, Suite 301
Iselin, NJ 08830
As of April 7, 2000
Dr. Stephen C. Knight
Epix Medical, Inc.
71 Rogers Street
Cambridge, MA 02142
Re: Pharmos Corporation (the "Company")
Dear Stephen:
I am writing to confirm our agreements relating to your outstanding
warrants and options. You currently have 3,750 unvested ten-year warrants, which
were granted in 1997 at an exercise price of $1.59 per share. These warrants are
scheduled to vest on February 12, 2001.
In addition, you have 11,250 ten-year stock options which were granted
under the Company=s 1997 Stock Option Plan (the "Plan") in September 1998 at an
exercise price of $1.75 per share, of which 3,750 shares each are scheduled to
vest on September 17, 2000, 2001 and 2002. You also have 10,000 ten-year stock
options granted under the Plan in April 1999 at an exercise price of $1.25 per
share, of which 2,500 shares each are scheduled to vest on April 15, 2000, 2001,
2002 and 2003. The shares underlying both the warrants and options granted under
the Plan are currently registered.
As we discussed, you have informed us that due to your increased time
commitments at Epix and as a member of other boards, you will be unable to
continue serving as a director of the Company. However, you have agreed to serve
as an unpaid consultant on financial and strategic matters following your
resignation through December 31, 2000. In connection therewith, you will make
yourself available by telephone to Haim Aviv and to me and other senior
management. If we request you to appear periodically for meetings or the like,
we will reimburse you for your time at a mutually agreed upon level of
compensation. In consideration for your services, all of your warrants and
options, as listed above, will become fully vested as of the date hereof, and
consistent with their existing terms, will not expire until 90 days after the
termination of your status as consultant with the Company. Further, your
warrants and options will expire one year after the end of your tenure as
director regardless of any death or termination provisions provided for in
either the warrant or option agreements. This letter shall be deemed to amend
your Warrant Agreement and Option Grants, and except as provided herein, such
Warrant Agreement and Option Grants remain in full force and effect.
Please acknowledge your acceptance of the foregoing by signing and
returning a copy of this letter to me.
PHARMOS CORPORATION
AGREED AND ACCEPTED:
/s/ Gad Riesenfeld
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By: Gad Riesenfeld
/s/ Stephen C. Knight President and Chief Operating Officer
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Stephen C. Knight