Key Employee Agreement

Exhibit 10.10


OCULEX PHARMACEUTICALS, INC.


KEY EMPLOYEE AGREEMENT
FOR
DOUGLAS HAWKINS


Oculex Pharmaceuticals, Inc., a California corporation (the "Company") agrees with you as follows:


1. POSITION AND RESPONSIBILITIES.


1.1 The Company will employ you and you shall serve in an executive capacity as Senior Vice President, Chief Financial Officer and perform the duties customarily associated with such capacity from time to time and at such place or places as the Company shall reasonably designate or as shall be reasonably appropriate and necessary in connection with such employment.


1.2 Subject to Section 4 below, you will, to the best of your ability, devote your full time and best efforts to the performance of your duties hereunder and the business and affairs of the Company. You agree to serve as an officer of the Company if elected by the Board, and to perform such executive duties as may be assigned to you by the Company's Chief Executive Officer from time to time. You will be assigned such facilities and support staff as are customarily associated with the position of Senior Vice President, Chief Financial Officer. You will report to the Company's Chief Executive Officer.


1.3 You will duly, punctually and faithfully perform and observe any and all rules and regulations which the Company may now or shall hereafter establish governing the conduct of its business, except to the extent that such rules and regulations may be inconsistent with your executive position.


2. TERM OF EMPLOYMENT; TERMINATION.


2.1 The effective date of this Agreement is March 8, 2000.


2.2 Unless otherwise mutually agreed in writing, this Agreement and your employment by the Company pursuant to this Agreement shall be terminated on the earliest of:


(a) your death, or any illness, disability or other incapacity in such a manner that you are physically rendered unable regularly to perform your duties hereunder for a period in excess of one hundred twenty (120) consecutive days or more than one hundred eighty (180) days in any consecutive twelve (12) month period;


(b) thirty (30) days after you, for any reason, give written notice to the Company of your termination;


1.


(c) thirty (30) days after the Company, with or without cause, gives written notice to you of your termination; and


(d) five (5) years from the date hereof.


2.3 The determination regarding whether you are physically unable regularly to perform your duties under (a) above shall be made by the Board of Directors. Your inability to be physically present on the Company's premises shall not constitute a presumption that you are unable to perform such duties.


2.4 Any notice required to be given pursuant to this Section 2 shall be given in accordance with the provisions of Section 10 hereof. The exercise of either party's right to terminate this Agreement pursuant to subsections (b) or (c) above shall not abrogate the rights and remedies of the terminating party regarding the breach, if any, giving rise to such termination.


2.5 You may be terminated for cause if, in the reasonable determination of the Company's Board of Directors, you are convicted of any felony or of any crime involving moral turpitude, or participate in any fraud against the Company, or willfully breach your duties to the Company, or wrongfully disclose any trade secrets or other confidential information of the Company, or materially breach Section 4 of this Agreement or any material provision of the Employee Proprietary Information Agreement, between you and the Company (the "Proprietary Information Agreement").


3. COMPENSATION:


3.1 The Company shall pay to you for the services to be rendered hereunder a basic ...