Employment Agreement [Amendment] - Pharmos Corp. and Gad Riesenfeld
Pharmos Corporation
99 Wood Avenue South, Suite 301
Iselin, NJ 08830
As of April 23, 2001
Dr. Gad Riesenfeld
30 South Adelaide Street
Highland Park, NJ 08904-1606
Re: Amendment of Employment Agreement
Dear Gadi:
I am writing to confirm our agreement about the following amendments
to the Employment Agreement (the "Employment Agreement") dated as of April 2,
2001 between Pharmos Corporation (the "Company") and Gad Riesenfeld. Unless
otherwise indicated, capitalized terms used in this letter shall have the same
meaning as when used in the Employment Agreement. Except for the changes
provided herein, the Employment Agreement remains in full force and effect.
We have agreed as follows:
1. In recognition of the additional work you will have to perform in assisting
with the transition of a new Chief Executive Officer, the Company has agreed
to grant to you, upon the commencement date of a new Chief Executive Officer,
that number of incentive stock options, equal to the highest annual grant you
received during the three years immediately prior thereto. Such stock options
will provide for vesting 25% per year on the first, second, third and fourth
anniversaries of the date of grant and will be exercisable at the
then-current market price of the Company's Common Stock. The stock option
grant will be in addition to any compensation otherwise due to you under the
Employment Agreement or otherwise authorized by the Board of Directors or its
Compensation Committee and will immediately vest in all circumstances in
which all other outstanding stock options of yours will immediately vest
under the terms of the Employment Agreement.
2. The Employment Agreement is amended to provide that upon the commencement of
employment by the Company of a new Chief Executive Officer, any termination
by the Company within 12 months after such commencement of employment will
require 180 days' prior written notice to you and will entitle you to 12
months of base salary and the benefits otherwise payable under Section 6(d)
of the Employment Agreement. Similarly, any resignation by you within 12
months thereafter, other than for Good Reason (as defined in the Employment
Agreement) will require 90 days' prior written notice by you and will entitle
you to 12 months of base salary and the benefits otherwise payable under
Section 6(d) of the Employment Agreement. In either event, you will act as an
unpaid consultant to the Corporation for a one year period following any such
termination. To reflect such changes, new sections 6(g) and 6(h) are added to
the Employment Agreement, as follows:
"(g) Termination by the Corporation or by RIESENFELD
upon the commencement of employment of a new Chief Executive
Officer. In the
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event the Corporation hires a new Chief Executive Officer other than
Dr. Haim Aviv, and within 12 months after the commencement of his
employment by the Corporation either the Corporation or RIESENFELD
terminates his relationship with the Corporation, RIESENFELD shall
receive the following:
(i) an amount equal to twelve (12) months of base salary for
the then current year (in addition to the base salary paid to
RIESENFELD after the delivery by either party of the required
notice of termination as provided herein and the actual date
of termination); (ii) Other Compensation (as defined in
Section 9); and (iii) the full vesting of RIESENFELD's stock
options and warrants, and extended exercisability thereof
until their respective expiration dates.
Any termination by the Corporation within 12 months after the
commencement of employment of a new Chief Executive Officer, other
than upon a Change in Control, Death, Disability or for Cause, shall
require the Corporation to give to RIESENFELD written notice of
termination no less than 180 days prior to the effective date of
termination. Any termination by RIESENFELD following the
commencement of employment by such new Chief Executive Officer,
other than by RIESENFELD for Good Reason, shall require RIESENFELD
to deliver written notice of termination to the Corporation no less
than 90 days prior to the effective date of termination. RIESENFELD
shall be entitled to the foregoing benefits once notice of
termination is given by either party, regardless of his subsequent
Death, Disability or termination for Cause.
(h) Consulting by RIESENFELD following termination under
Section 6(g). If RIESENFELD's employment is terminated either by the
Corporation or by RIESENFELD in accordance with the provisions of
Section 6(g), RIESENFELD agrees that he shall act as an unpaid
consultant to the Corporation on operations matters and other
matters requested of him by the Chief Executive Officer or by the
Board of Directors for a twelve (12) month period following the
effective date of termination. As a consultant, RIESENFELD shall be
available by telephone, and, upon reasonable prior notice, in
person. If RIESENFELD is required to appear in person at meetings or
the like, the Corporation will reimburse him for his time at a
mutually agreed upon level of compensation, and in any event shall
reimburse him for all documented out-of-pocket expenses incurred in
the performance of his duties as a consultant hereunder."
We have indicated to you, and by your signature below, you
acknowledge that the provisions of this letter and the changes in the Employment
Agreement set forth herein are subject to the approval by the Company's Board of
Directors or its Compensation Committee.
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Please acknowledge your acceptance of the foregoing by signing and
returning a copy of this letter to us.
PHARMOS CORPORATION
By: /s/ Haim Aviv
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Haim Aviv,
Chairman of the Board and
Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Gad Riesenfeld
-------------------------
Gad Riesenfeld
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