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Exhibit 10.11
AGREEMENT
This Agreement (the "Agreement") is made and entered into as of the
14/th/ day of September, 2000 (the "Effective Date") by and between Adolor
Corporation, a Delaware corporation (the "Company"), and Randall L. Carpenter
("Carpenter") and shall be effective as of the Effective Date.
WHEREAS, Carpenter is presently the Company's Vice President, Clinical
Research and Development;
WHEREAS, Carpenter presently lives in Massachusetts and works at the
Company's facilities in Malvern, Pennsylvania.
WHEREAS, Carpenter has decided for person reasons that he is unable to
relocate to the Malvern, Pennsylvania area;
WHEREAS, the Company wants to ensure that Carpenter is available to
the Company as an officer and employee until March 14, 2001 and thereafter as a
consultant to the Company until September 14, 2001; and
WHEREAS, Carpenter wants to commit his full-time efforts as an officer
and employee of the Company until March 14, 2001 and thereafter his part-time
efforts as a consultant to the Company until September 14, 2001.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration set forth herein, the sufficiency and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:
1. Employment.
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1.1. Carpenter shall continue in his position as Vice
President, Clinical Research and Development from the Effective Date through
March 13, 2001 (the "Employment Period"). During the Employment Period an unless
otherwise terminated for "Cause" as defined in Section 1.2, (a) the Company
shall continue to pay Carpenter his base salary in effect on the Effective Date,
(b) Carpenter shall be entitled to receive all benefits and participate in all
benefit plans which he received and in which he participated on the Effective
Date, (c) Carpenter shall be entitled to receive bonuses at the discretion of
the Board of Directors of the Company (the "Board") based on the attainment of
certain performance objectives, (d) Carpenter may work from his home in
Massachusetts two days per week and (e) the Company shall continue to pay the
temporary living and travel expenses of Carpenter in a manner consistent with
such payment prior to the Effective Date. Upon termination of the Employment
Period, the Company shall pay to Carpenter all accrued and unused vacation due
to Carpenter.
1.2. For purposes of the Agreement, the Company shall have
"Cause" to terminate Carpenter's employment hereunder if (a) Carpenter is
convicted of a felony or (b)
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Carpenter engages in conduct that constitutes willful gross neglect or willful
gross misconduct in carrying out his duties under the Agreement, resulting, in
either case, in material harm to the Company, monetarily or otherwise. Unless
Carpenter has been convicted of a felony, no termination for Cause shall take
effect unless the following provisions of this Section shall have been complied
with. The Board shall give Carpenter written notice of its intention to
terminate him for Cause, such notice (i) to state in detail the particular
circumstances that constitute the grounds on which the proposed termination for
Cause is based and (ii) to be given within one (1) month of the Board learning
of such circumstances. Carpenter shall have ten (10) days after receiving such
notice to cure such grounds, to the extent such cure is possible. If he fails to
cure such grounds to the Board's reasonable satisfaction, Carpenter shall
thereupon be terminated for Cause.
1.3. On the earlier of (a) January 15, 2001 or (b) five days
following the termination of Carpenter's employment during the Employment Period
other than for Cause, the Company shall pay to Carpenter a bonus equal to fifty-
three thousand dollars ($53,000), provided that Carpenter shall not be entitled
to such bonus if he has been terminated by the Company for Cause prior to such
date.
2. Consulting Services.
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2.1. Commencing March 14, 2001 and continuing until September
14, 2001 unless otherwise terminated pursuant to Section 2.3 (the "Consulting
Period"), Carpenter will make himself available to the Company's management,
employees and agents, at reasonable times set by mutual agreement, but not less
tan two days (each, a "Consulting Day" and collectively, the "Consulting Days")
per week, in mattes similar to those worked on during the Employment Period (the
"Business"). During the Consulting Period, Carpenter may consult with or be
employed by other companies provided that such consultation does not conflict
with the terms of this Agreement or the Noncompetition Agreement (as hereinafter
defined).
2.2. Consultation may be sought by the Company over the
telephone, in person at Carpenter's office or the Company's offices or through
written correspondence, and will involve reviewing activities and developments
in the Business.
2.3. The Company may terminate its consulting arrangement with
Carpenter (a) at any time during the Consulting Period for Cause or (b) upon
sixty (60) days prior written notice other than for Cause. Upon a termination in
accordance with clause (a), the Company shall pay to Carpenter cash compensation
pursuant to Section 3 through the date of termination based on Carpenter
providing consulting services for two (2) Consulting Days per week. Upon a
termination in accordance with clause (b), the Company shall pay to Carpenter
cash compensation pursuant to Section 3 through the date of termination based on
Carpenter providing consulting services for two (2) Consulting Days per week.
3. Compensation. Carpenter will be paid $2,500 for each Consulting
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Day. The fee for Consulting Days worked shall be paid in a manner consistent
with the Company's policies for payment to its salaried employees. Reasonable
expenses of Carpenter incurred at the
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request and with the permission of the Company will be reimbursed promptly by
the Company upon Carpenter's submission of an itemized statement of expenses
together with receipts therefor. During the Consulting Period, Carpenter shall
be entitled to receive all medical, dental and prescription insurance benefits
and participate in all medical, dental, and prescription insurance benefit plans
which he received and in which he participated on the Effective Date to the
extent available to the Company.
4. Stock Grant. Promptly after execution of the Agreement,
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Carpenter will receive options to purchase up to one hundred thousand (100,000)
shares of the Company's Common Stock pursuant to the Company's Amended and
Restated 1994 Equity Compensation Plan (the "Equity Plan") with an exercise
price per share equal to the Fair Market Value (as defined in the Equity Plan),
provided that all such options will vest on March 13, 2001 unless Carpenter is
terminated without Cause during the Employment Period in which case all of such
options will vest on the date of such termination and provided further that if
Carpenter is terminated for Cause during the Employment Period, Carpenter shall
forfeit all of such options. From the Effective Date through March 13, 2001,
unless terminated sooner pursuant to the provisions hereof, Carpenter shall
continue to vest in options granted under the Equity Plan. After March 13, 2001,
Carpenter shall continue to vest in 40% of any other options granted and vesting
under the Equity Plan and a Termination of Service (as defined in the Equity
Plan) shall not occur until the last day of the Consulting Period unless
terminated sooner pursuant to the provisions hereof.
5. Term. The term of the Agreement will begin on the Effective Date
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and will end on the last day of the Consulting Period unless terminated sooner
pursuant to the provisions hereof.
6. Notices. Any notice required to be provided pursuant to the
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Agreement shall be in writing and shall be deemed to have been effectively given
(i) upon receipt when delivered personally, (ii) one (1) day after sending by
private express mail service (such as Federal Express), or (iii) five (5) days
after sending by regular mail to the following address:
In the case of the Company:
Adolor Corporation
371 Phoenixville Pike
Malvern, Pennsylvania 19355
Attn: Chief Executive Officer
In the case of Carpenter:
Randall Carpenter
39 Pine Ridge Road
Waban, Massachusetts 02468
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or to other such address as may have been designated by the Company or Carpenter
by notice to the other given as provided herein.
7. Independent Contractor; Withholding. During the Consulting
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Period, Carpenter will at all times be an independent contractor, and as such
will not have authority to bind the Company. During the Consulting Period and
except as otherwise provided herein, Carpenter will not act as an agent nor
shall he be deemed to be an employee of the Company for purposes of any employee
benefit program, unemployment benefits, or otherwise. Carpenter recognizes that
during the Consulting Period no amount will be withheld from his compensation
for the payment of any federal, state or local taxes and that Carpenter has sole
responsibility to pay such taxes, if any, and file such returns as shall be
required by applicable laws and regulations. During the Consulting Period,
Carpenter shall not enter into any agreements or incur any obligations on behalf
of the Company.
8. Assignment. Due to the personal nature of the services to be
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rendered by Carpenter, Carpenter may not assign the Agreement. The Company may
assign all rights and liabilities under the Agreement to a subsidiary, an
affiliate or a successor to all or a substantial part of its business and assets
without the consent of Carpenter. Subject to the foregoing, the Agreement will
inure to the benefit of and be binding upon each of the heirs, assigns and
successors of the respective parties.
9. Severability. If any provision of the Agreement, shall be
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declared invalid, illegal or unenforceable, such provision shall be severed and
the remaining provisions shall continue in full force and effect.
10. Remedies. Carpenter irrevocably and unconditionally (i) agrees
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that any suit, action or other legal proceeding arising out of the Agreement,
including without limitation, any action commenced by the Company for
preliminary and permanent injunctive relief and other equitable relief, may be
brought in the United States District Court for the Eastern District of
Pennsylvania, or if such court does not have jurisdiction or will not accept
jurisdiction, in any court of general jurisdiction in Philadelphia County,
Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court
in any such suit, action or proceeding, and (iii) waives any objection which
Carpenter may have to the laying of venue of any such suit, action or proceeding
in any such court. In the event of a dispute, claim or controversy arising out
of or related to the Agreement: (a) if such dispute, claim or controversy is
litigated to judgment in a court of law of competent jurisdiction, is subject to
equitable relief granted by a court of competent jurisdiction, or is subject to
a final arbitration award that is binding upon the parties, then the party
against whom such judgment, relief or award was rendered shall promptly
reimburse the prevailing party for all costs and expenses, including but not
limited to attorneys' fees, expert witness fees, court costs and court reporter
fees, incurred by such prevailing party in the defense or prosecution, as the
case may be, of such dispute, claim or controversy; or (b) if such dispute,
claim or controversy is resolved by a settlement agreement among the parties,
then such costs and expenses shall be allocated in accordance with such
settlement agreement.
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11. Governing Law; Entire Agreement; Amendment.
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11.1. The Agreement shall be governed by the laws of the State
of Delaware applicable to agreements made and to be performed within such State
without giving effect to conflict of laws principles. Except for the Employee
Noncompetition, Nondisclosure and Developments Agreement entered into between
the Company and Carpenter and dated December 1, 1998 (the "Noncompetition
Agreement") which shall remain in force and effect, the Agreement represents the
entire understanding of the parties, supersedes all prior agreements, both
written and oral, between the parties, and may only be amended by a writing
signed by the party to be charged.
11.2. Paragraph 3(b) of the Noncompetition Agreement is hereby
amended in full to read as follows
"Competes" as used in this Agreement means the development,
production, marketing or selling of any product or service of any person other
than the Company or its subsidiaries which resembles or competes with a
peripheral opioid agonist and/or antagonist product or service discovered,
developed, produced, marketed or sold by the Company (or to my knowledge was
under development by the Company or any of its subsidiaries or affiliates)
during my employment.
11.3. Paragraph 7 of the Noncompetition Agreement is hereby
amended to insert the following sentence at the end of such paragraph:
In the event of a dispute, claim or controversy arising out of or
related to this Agreement; (a) if such dispute, claim or controversy is
litigated to judgment in a court of law of competent jurisdiction, is subject to
equitable relief granted by a court of competent jurisdiction, or is subject to
a final arbitration award that is binding upon the parties, then the part
against whom such judgment, relief or award was rendered shall promptly
reimburse the prevailing party for all costs and expenses, including but not
limited to attorneys' fees, expert witness fees, court costs and court reporter
fees, incurred by such prevailing party in the defense or prosecution, as the
case may be, of such dispute, claim or controversy; or (b) if such dispute,
claim or controversy is resolved by a settlement agreement among the parties,
then such costs and expenses shall be allocated in accordance with such
settlement agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed the Agreement as of the
14/th/ day of September, 2000.
ADOLOR CORPORATION
By: /s/ John J. Farrar
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John Farrar
President and Chief Executive Officer
/s/ Randall L. Carpenter
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Randall L. Carpenter
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