CEO Employment Agreement - Jeremy Levin

CADUS PHARMACEUTICAL CORPORATION

777 Old Saw Mill River Road

Tarrytown, New York 10591-6705







December 12, 1995







Dr. Jeremy Levin 2 West 67th Street New York, New York 10023



Dear Dr. Levin:



This letter sets forth the terms and conditions under which Cadus Pharmaceutical Corporation, a Delaware corporation (the "Employer"), will continue to employ you (the "Executive") as the Chief Executive Officer of the Employer.



1. EMPLOYMENT. Employer hereby agrees to employ Executive, and Executive agrees to serve Employer, as the Chief Executive Officer of Employer, upon the terms and conditions hereinafter set forth.



2. TERM. The employment of Executive by Employer hereunder commenced on December 12, 1995 and will terminate on the second anniversary of such date.



3. DUTIES. Executive shall serve Employer as its Chief Executive Officer and render such managerial, administrative and other services as normally are associated with and incident to such position. Executive shall report directly to the Board of Directors of Employer.



4. COMPENSATION.



(a) Employer shall pay Executive a base salary at the rate of Two Hundred Twenty-Five Thousand Dollars ($225,000) per annum. Employer shall pay Executive's salary in accordance with Employer's standard practices and procedures in effect from time to time, but in no event less often than semi-monthly. Annually, at least thirty (30) days prior to the anniversary of the date hereof, the Compensation Committee of Employer shall review Executive's performance of his duties hereunder and may, in its discretion, increase Executive's base salary.



(b) Annually, on the anniversary of the date hereof, Employer shall pay to Executive a guaranteed bonus in an amount equal to twenty percent (20%) of his annual base salary in effect for the year then ended.



(c) The Compensation Committee of Employer will









Dr. Jeremy Levin December 12, 1995 Page 2





review annually, at least thirty (30) days prior to the anniversary of the date hereof, the performance of Executive with a view toward awarding an annual merit bonus. The decision as to whether or not to award a merit bonus and the amount of such merit bonus shall be in the discretion of the Compensation Committee. Any merit bonus awarded hereunder shall be paid within 30 days of the anniversary of the date hereof.



5. PAYMENTS ON TERMINATION.



(a) If Executive's employment terminates for any reason whatsoever, Employer shall pay to Executive within ten (10) days of such termination (i) the salary specified in subparagraph 4(a) hereof through the date of termination and (ii) the bonus specified in subparagraph 4(b) hereof multiplied by a fraction the numerator of which is the number of days elapsed from the last anniversary of the date hereof to the date of termination and the denominator of which is



(b)(i) If Executive ...