Vice President, Finance Employment Agreement

Exhibit 10.26


AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the " Agreement" ) dated as of December 10, 2007 is made and entered into by and between Callisto Pharmaceuticals, Inc., a company incorporated under the laws of the state of Delaware (the " Company" ), and Bernard Denoyer, an individual (the " Executive" ).


WITNESSETH:


The Company desires to employ the Executive, and the Executive wishes to accept such employment with the Company, upon the terms and conditions set forth in this Agreement.


This Agreement hereby amends and restates in its entirety the Executive Employment Agreement dated January 15, 2004, as amended October 19, 2005; between the Company and the Executive.


In consideration of the mutual promises and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


1. Employment . The Company hereby agrees to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive' s duties and responsibilities in accordance with the terms and conditions hereinafter set forth.


1.1 Duties and Responsibilities . Executive shall serve as Senior Vice President, Finance. During the Employment Term (as defined below), Executive shall perform all duties and accept all responsibilities incident to such position and other appropriate duties as may be assigned to Executive by the Company' s Chief Executive Officer from time to time. The Company shall retain full direction and control of the manner, means and methods by which Executive performs the services for which he is employed hereunder and of the place or places at which such services shall be rendered. The Executive also agrees that he will sign various federal and state securities filings as the Company' s principal accounting officer. The Executive acknowledges that the Company is headquartered in New York, New York, that the Company' s normal business hours are 9:00 a.m. to 5:30 p.m. Monday to Friday and that he is expected to be present in the Company' s New York offices four (4) days per week, unless Executive is on approved business travel or vacation.


1.2 Employment Term . The term of Executive' s employment under this Agreement shall commence as of December 1, 2007 (the " Effective Date" ) and shall continue for 12 months, unless earlier terminated in accordance with Section 4 hereof. The term of Executive' s employment shall be automatically renewed for successive one (1) year periods until the Executive or the Company delivers to the other party a written notice of their intent not to renew the " Employment Term," such written notice to be delivered at least sixty (60) days prior to the expiration of the then-effective " Employment Term" as that term is defined below. The period commencing as of the Effective Date and ending 12 months thereafter or such later date to


which the term of Executive' s employment under the Agreement shall have been extended by mutual written agreement is referred to herein as the " Employment Term."


1.3 Extent of Service . During the Employment Term, Executive agrees to use Executive' s best efforts to carry out the duties and responsibilities under Section 1.1 hereof and, subject to Section 1.1, to devote substantially all Executive' s business time, attention and energy thereto. Executive further agrees not to work either on a part-time or independent contracting basis as a financial consultant for any other business or enterprise during the Employment Term without the prior written consent of the Company' s Board of Directors (the " Board" ), which consent shall not be unreasonably withheld. Executive may serve as a Director on up to two Boards without prior approval.


1.4 Base Salary . The Company shall pay Executive a base salary (the " Base Salary" ) at the annual rate of $162,000 (U.S.), payable at such times as the Company customarily pays its other senior level executives (but in any event no less often than monthly), which Base Salary shall be retroactive to December 1, 2007. The Base Salary shall be subject to all state, federal, and local payroll tax withholding and any other withholdings required by law.


1.5 Incentive Compensation . Executive shall be eligible to earn a cash bonus of up to 15% of his base salary for each twelve-month period during the Employment Term at the discretion of the Company' s Board of Directors, or if the Board organizes a compensation committee, such committee (the " Committee" ). Executive' s bonus, if any, shall be subject to all applicable tax and payroll withholdings.


1.6 Other Benefits . During the Employment Term, Executive shall be entitled to participate in all employee benefit plans and programs made available to the Company' s senior level executives as a group or to its employees generally, as such plans or programs may be in effect from time to time (the " Benefit Coverages" ), including, without limitation, medical, dental, hospitalization, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection and travel accident insurance. Executive shall be provided office space and staff assistance appropriate for Executive' s position and adequate for the performance of his duties and responsibilities.


1.7 Reimbursement of Expenses; Vacation; Sick Days and Personal Days . Executive shall be provided with reimbursement of expenses related to Executive' s employment by the Company on a basis no less favorable than that which may be authorized from time to time by the Board, in its sole discretion, for senior level executives as a group. Executive shall be entitled to vacation and holidays in accordance with the Company' s normal personnel policies for senior level executives, but not less than three (3) weeks of vacation per calendar year, provided Executive shall not utilize more than ten (10) consecutive business days without the express consent of the Chief Executive Officer. Unused vacation time will be forfeited as of December 31 of each calendar year of the Employment Term. Executive shall be entitled to no more than an aggregate of ten (10) sick days and personal days per calendar year.


1.8 No Other Compensation . Except as expressly provided in Sections 1.4 through 1.7, Executive shall not be entitled to any other compensation or benefits.


2. Confidential Information . Executive recognizes and acknowledges that by reason of Executive' s employment by and service to the Company before, during and, if applicable, after the ...