Vice President of Finance Employment Agreement

Amended and Restated

Employment Agreement



THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as of the 13th day of November 2007 (the "Effective Date"), by and between Advanced Life Sciences, Inc., an Illinois corporation (the "Company"), and Michael J. Cogan (the " Executive").



WHEREAS, the Company and the Executive previously entered into an employment contract effective May 7, 2007 (the "Original Employment Contract"); and



WHEREAS, the Company and the Executive desire to enter into this Amended and Restated Agreement, effective as of the Effective Date, to amend and restate the Original Employment Contract; and



WHEREAS, the Company desires to employ the Executive in accordance with the terms and conditions hereinafter set forth and the Executive desires to be so employed; and



WHEREAS, the Company has agreed with the Executive that this Agreement shall set forth the terms and conditions of the Executive92s employment with the Company;



NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Executive agree as follows:



1. Term . The employment of the Executive by the Company pursuant to this Agreement shall begin as of the Effective Date and shall expire on the third anniversary of the Effective Date (the "Term"), unless extended, as set forth below, or otherwise terminated pursuant to the provisions of this Agreement; provided , however , that commencing on the third anniversary of the Effective Date and on each anniversary thereafter, the Term of this Agreement shall automatically be extended for one additional year unless, not later than 90 days prior to such anniversary, the Executive or the Company shall have given notice in writing that he or it does not wish to extend this Agreement.



2. Position and Duties . The Executive shall serve as the Vice President of Finance and Controller of the Company, and shall have such responsibilities, duties and authority as are assigned by the Chief Executive Officer and are customarily associated with such position, including but not limited to, those he may have as of the Effective Date. The Executive shall devote such time to the performance of his duties as is necessary to satisfactorily perform his responsibilities and duties.



3. Place of Performance . In connection with the Executive92s employment by the Company, the Executive shall be based at the principal executive offices of the Company currently in Woodridge, Illinois, except for required travel on the Company92s business.



4. Compensation and Related Matters . During the Term of the Executive92s employment, as compensation and consideration for the performance by the Executive of the Executive92s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.



(a) Salary . The Company shall pay to the Executive an annual base salary of $180,000 (" Base Salary"), payable in substantially equal installments no less frequently than monthly in accordance with the Company92s applicable payroll practices. The Compensation Committee of the Board of Directors of the Company (the " Compensation Committee") shall review the Base Salary annually, at a minimum, or at such other time as it deems a review necessary and may increase the Base Salary on a prospective basis. Any such salary adjustment shall then be considered Base Salary for the purposes of this Agreement. The Executive92s Base Salary shall not be reduced after any increase, without the Executive92s consent.



(b) Bonus . The Executive shall be eligible to participate throughout the Term in the Company92s annual bonus plan or any similar or successor bonus plan ("Bonus Plan" ) in accordance with the Company92s compensation practices and the terms and provisions of the Bonus Plan. Each year, the Executive may be eligible to



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receive a target performance bonus of twenty five percent (25%) of Base Salary. The amount of the Executive92s target performance bonus shall be reviewed annually and may be increased by the Compensation Committee.



(c) Stock Incentive Plan . The Executive shall be eligible to receive additional awards of the Company92s common stock under the Company92s Stock Incentive Plan or under any other equity plan of the Company as determined by the Compensation Committee in its discretion.



(d) Other Benefits and Perquisites . During the Term of the Executive92s employment hereunder:



(i) Benefit Plans . The Executive shall be entitled to participate in or receive benefits under any employee pension or welfare benefit plan or arrangement made available by the Company at any time during his employment hereunder to its employees (collectively the "Benefit Plans"), including without limitation each qualified retirement plan, life insurance and accident plan, medical, dental insurance plans, and disability plan, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, as they may be amended from time to time.



(ii) Vacation . The Executive shall be entitled to not less than 20 days of paid vacation in each calendar year, in accordance with the Company92s vacation policy.



(iii) Expense Reimbursement . The Executive shall be entitled to receive reimbursement for all reasonable business, travel or other out-of-pocket expenses incurred by the Executive in fulfilling the Executive92s duties and responsibilities hereunder, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.



5. Termination .



(a) The Executive92s employment hereunder may be terminated under the following circumstances:



(i) The death of the Executive;



(ii) By the Company for "Cause", which shall mean any of the following:, as determined by the Board in its discretion: (A) conviction of or plea of guilty or nolo contendere to any criminal violation involving dishonesty or fraud; (B) engagement in conduct that is injurious to the Company; (C) engagement in any act of dishonesty or misconduct that results in damage to the Company or its business or reputation or that the Board determines to adversely affect the value, reliability or performance of the Executive to the Company; (D) refusal or failure to substantially comply with the Company92s human resources rules, policies, directions and/or restrictions relating to harassment and/or discrimination, or with compliance or risk management rules, policies, directions and/or restrictions; (E) unauthorized use or disclosure of Confidential Information (as defined below) or other trade secrets of the Company; (F) loss of any license or registration that is necessary for the Executive to perform his duties to the Company, or commission of any act that could result in the legal disqualification of the Executive from being employed by the Company or any of its affiliates; (G) failure to cooperate with the Company or any of its affiliates in any internal investigation or administrative, regulatory or judicial proceeding; or (H) continuous failure by the Executive to perform his duties to the Company (which may include any sustained and unexcused absence of the Executive from the performance of such duties, which absence has not been certified in writing as due to physical or mental illness or disability), after a written demand for performance has been delivered to the Executive identifying the manner in which the Executive has failed to substantially perform such duties. The application of any part of the definition of Cause set forth in clauses (A) through (H) above to the Executive shall not preclude or prevent the reliance by the Company or the Board on any other part of the definition that also may be applicable. In addition, the Executive92s employment shall be deemed to have terminated for Cause if, after the Executive92s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause.



(iii) By mutual agreement between the Company and the Executive; or



(iv) By the Executive or the Company for any reason other than as stated in Sections 5(a)(i) through 5(a)(iii) above, upon providing a Notice of Termination (as defined in Section 5(b)).



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(b) Notice of Termination . Any termination of the Executive92s employment by the Company or by the Executive (other than a termination pursuant to Section 5(a)(i) above) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 10. For purposes of this Agreement, a "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive92s employment under the provision so indicated.



(c) "Date of Termination" shall mean (i) if the Executive92s employment is terminated pursuant to Section 5(a)(i) above, the date of his death; (ii) if the Executive92s employment is terminated pursuant to Section 5(a)(ii) or 5(a)(iv) above, the date such Notice of Termination is given (or such later date as provided therein); (iii) if the Executive92s employment is terminated pursuant to Section 5(a)(iii) above, the date mutually agreed to by the parties; (iv) the date the Term of this Agreement expires, if either the Company or the Executive provides notice in accordance with Section 1; or (v) if the Executive terminates his employment and fails to provide written notice to the Company of such termination, the date of such termination.



6. Compensation Upon Termination .



(a) The following payments shall be made upon the Executive92s termination of employment for any reason: (i) earned but unpaid Base Salary through the Executive92s Date of Termination; (ii) any accrued but unpaid vacation; (iii) unreimbursed business expenses owed pursuant to Section 4(d)(iii); (iv) any outstanding notes payable to the Executive along with the interest due; and (v) any amounts payable under any of the Company92s Bonus Plan and Benefit Plans in accordance with the terms of those plans. All amounts under clauses (i) through (v) shall be paid in a lump sum on the Executive92s Date of Termination or as soon as administratively practicable thereafter.



(b) In the event that the Executive92s employment is terminated pursuant to Sections 5(a)(i) or 5(a)(ii), or by the Executive for any reason pursuant to Section 5(a)(iv), above, the Company shall have no further obligation to the Executive under this Agreement, other than the payments in Section 6(a).



(c) If the Executive92s employment is terminated by the parties pursuant to Section 5(a)(iii) above, the Executive shall be entitled to receive the compensation the parties specify in any written agreement that the Company and the Executive execute regarding the Executive92s termination.



(d) In addition to the payments made under Section 6(a), if the Executive92s employment is terminated by the Company without Cause pursuant to Section 5(a)(iv) above, and conditioned upon the Executive92s execution of a valid and legally enforceable release of claims against the Company, the Company shall, for a period of twelve (12) months following the Date of Termination (the " Severance Period"): (i) provide to the Executive salary continuation paid in accordance with the Company92s applicable payroll practices, at the Executive92s Base Salary rate in effect as of the Date of Termination and (ii) continue the Executive92s coverage under the Company92s health medical, dental, vision, disability, and life and accident benefit plans, in which the Executive participated immediately prior to the Date of Termination, provided, however, that if the Company cannot continue such coverage, the Company shall provide or arrange to provide, at its expense, similar coverage to the Executive and if such coverage cannot be arranged, the Company will provide a cash equivalent payment to the Executive. In addition, no later than two and one-half (2bd) months following the end of the year in which the Executive92s employment is terminated, the Company shall pay the Executive in a lump sum an amount equal to the Executive92s target performance bonus multiplied by a fraction, the numerator of which is the number of days in the calendar year in which the Executive92s employment is terminated through the Date of Termination and the denominator of which is 365. Notwithstanding the forgoing, vacation days shall not accrue during the Severance Period.



(e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.



(f) The obligations of the Company to make payments and provide benefits under this Section 6 shall survive the termination of this Agreement.



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7. Change in Control. Upon a Change in Control (as defined below), all outstanding stock options and other equity awards under the Company92s Stock Incentive Plan or other similar or successor plan held by the Executive will immediately become fully vested and exercisable.



(a) Payments and Benefits Upon Employment Termination Upon a Change in Control. If, within twenty four (24) months after a Change in Control, the Executive92s employment is terminated by the Company other than for Cause or if the Executive terminates employment for Good Reason (as defined below), the Company shall provide the following payments and benefits to the Executive, in lieu of those payments and benefits provided under Sections 6(d), but in addition to the amounts payable under Section 6(a):



(i) The Company shall pay the Executive a lump sum cash amount equal to (2) times the sum of (A) the Executive92s annual Base Salary as in effect on the date of the Executive92s termination of employment and (B) the Executive92s target performance bonus amount as in effect as in effect for the fiscal year in which the Executive92s employment is terminated:



(Base Salary + Target Performance Bonus) x 2 = lump sum cash amount



(ii) The Company shall continue the Executive92s coverage under the Company92s health medical, dental, vision, disability, and life and accident insurance benefit plans in which the Executive participated immediately prior to the Executive92s termination of employment for a period of twenty four (24) months, provided, however, that if the Company cannot continue such coverage, the Company shall provide or arrange to provide, at its expense, similar coverage to the Executive and if such coverage cannot be arranged, the Company will provide a cash equivalent payment to the Executive.



(b) Timing of Payment. All payments under Section 7(a)(i) shall be made in a lump sum cash payment as soon as practicable, but in no event more than 10 days after the Executive92s termination of employment.



(c) Definitions. For purpo ...