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EXHIBIT 10.1
[LOGO] ANIKA J. MELVILLE ENGLE
THERAPEUTICS PRESIDENT,
CHIEF EXECUTIVE OFFICER
TEL: 781.932.6616
EXT. 106
February 13, 1998
Michael R. Slater
28 Hidden Court
North Andover, MA 01845
Dear Michael,
I am pleased to reconfirm our offer of employment as Vice President Regulatory
Affairs and Quality Systems.
Your salary will be at the rate of $135,000 per annum, payable biweekly. You
will be eligible for Anika's comprehensive medical, dental and 401(k) benefit
plans. Under the current terms, the 401(k) plan entitles you to contribute up to
the maximum limit established by the IRS, and the company will match 100% of
your contributions to the plan up to 5% of your salary. Your participation in
the plans will be governed by and subject to the plan terms, as described in the
official plan documents and the summary plan descriptions.
Additionally, you will receive the following benefits and be subject to the
following terms:
Sign On Bonus: $10,000 payable after your first day of work at Anika.
Management Bonus: At plan performance, 20% of salary, payable shortly after year
end, based on company and personal performance against key objectives. A copy of
the Management Bonus Plan is attached. The first bonus payment will be for plan
year 1998. In accordance with the Management Bonus Plan, your bonus for plan
year 1998 will not be prorated based on the number of months of your employment.
Stock Option Grant: 75,000 common stock options of the Company, vesting in equal
installments over four years, at an option price to be determined on the
earliest date provided for in the Company's Stock Option Plan (usually the price
on the date of such compensation Committee meeting). This grant will be governed
by and subject to your execution of a stock option agreement in a form prepared
by the Company.
ANIKA THERAPEUTICS, INC. FAX: 781.932.3360
236 WEST CUMMINGS PARK E-MAIL: MENGLE@
WOBURN, MA 01801 ANIKATHERAPEUTICS.COM
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Severance in the event of termination:
Termination without cause (non-performance related): If Anika terminates
your employment without "cause" (as construed under Massachusetts common law for
employment contracts), Anika will continue your base salary at its then current
rate for six months, subject to your compliance with your obligations under your
other agreements with the Company and your cooperation with any other reasonable
requests by Anika for assistance during that period. In addition, in such
circumstances the Company will also pay the premiums for continuation of medical
and dental benefits under COBRA for you and your family for six months after
termination of your employment (or until the end of COBRA eligibility, if
earlier).
Constructive termination: In the event of a "hostile" change of control
and either (i) you are not offered comparable employment by the new Company; or
(ii) you resign from employment with the new Company that is not comparable
employment within six months after the change of control, you will be entitled
to the severance benefits that would be provided in the event of a termination
without cause as set forth above. For purposes of this provision, a "hostile
change of control" means any transaction not approved by a majority of the
Company's board of directors who are in office as of the date hereof or who have
been otherwise nominated by such director ("Pre-Deal Directors") as a result of
which, or in connection with which, (i) 51% or more of the Company's voting
equity securities are owned by persons who were not beneficial owners prior to
such transaction or (ii) the Pre-Deal Directors no longer constitute a majority
of the board of directors. For purposes of this provision, "comparable
employment" means a position that has duties of at least a substantially similar
level of responsibility and provide salary and medical, dental, and 401(k)
benefits that are at least substantially similar in overall value to the package
of salary, medical, dental and 401(k) benefits that you were receiving from
Anika immediately prior to the change of control.
Other:
Vacation: Accrued at a rate of three weeks per year, subject to the terms
for accrual and use set forth in Anika's policies.
Arbitration: In the event of any controversy or claim arising out of or
relating to this letter agreement or otherwise arising out of your employment or
the termination of that employment (including, without limitation, any claims of
unlawful employment discrimination whether based on age or otherwise), that
controversy or claim shall, to the fullest extent permitted by law, be settled
by arbitration under the auspices of the American Arbitration Association
("AAA") in Boston, Massachusetts, in accordance with the Employment Dispute
Resolution Rules of the AAA, including, but not limited to, the rules and
procedures applicable to the selection of arbitrators (or alternatively, in any
other forum or in any other form agreed by the parties). In the event that any
person or entity other than you or Anika may be a party with regard to any such
controversy or claim, such controversy or claim shall be submitted to
arbitration subject to such other person or entity's agreement. Judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. This provision shall be specifically enforceable.
Notwithstanding the foregoing, this provision shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this provision.
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Your offer is contingent on your execution of Anika's standard confidentiality,
non-disclosure and non-compete agreements. Upon your acceptance of this offer,
you will be an employee at will of the Company.
Your effective date of employment will be February 9, 1998.
Once signed by both you and Anika, this letter agreement will be a legal
contract governed by the laws of Massachusetts (without giving effect to its
conflict of laws provisions). Please sign and return one copy of this letter
acknowledging your acceptance of this employment offer.
I am enthusiastic about Anika's future prospects and look forward to your
leadership and contribution to the Anika team.
Sincerely, Accepted:
/s/ J. Melville Engle /s/ Michael R. Slater
J. Melville Engle Michael R. Slater
President, Chief Executive Officer
