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FORM OF PERSONAL SERVICES AGREEMENT

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: United States
Effective Date: December 01, 1998
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FORM OF PERSONAL SERVICES AGREEMENT



This Personal Services Agreement (the "Agreement") is entered into this 1st day of December, 1998 by and between Atrix Laboratories, Inc., a Delaware corporation (the "Company") with its principal place of business at 2579 Midpoint Drive, Fort Collins, Colorado 80525, and David Osborne ("Employee") with his address at 19 Quiet Oak Circle, The Woodlands, Texas 77381 to be effective as of December 1, 1998 (the "Effective Date").



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WHEREAS, the Company desires to employ Employee pursuant to the terms and conditions and for the consideration set forth in this Agreement and Employee desires to enter the employ of the Company pursuant to such terms and conditions and for such consideration;



WHEREAS, the provisions of this Agreement are a condition of Employee being employed by Company, of Employee's having access to confidential business and technological information, and of Employee's being eligible to receive certain benefits of the Company. This Agreement is entered into, and is reasonably necessary, to protect confidential information and customer relationships to which Employee may have access, and to protect the goodwill and other business interests of the Company; and



WHEREAS, the provisions of this Agreement are also a condition to Employee's agreement to provide personal services to Company.



NOW THEREFORE, in consideration of the mutual promises and covenants agreed to herein, the receipt and sufficiency of which are hereby acknowledged, Company and Employee agree as follows:





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1. Position, Term, Duties, Responsibilities



a. Position. Employee shall be employed by the Company as its Vice President of Pharmacological Development at the Company's current place of business in Fort Collins, Colorado.



b. Duties. Employee shall faithfully and diligently render such services and perform such related duties and responsibilities as are customarily performed by a person holding such title and as otherwise may, from time to time, be assigned to Employee by the Company's Chief Executive Officer, or his designees. Employee shall comply with the provisions of this Agreement and shall at all times be subject to such Company policies and procedures including, but not limited to, a Company code of conduct, as the Company may from time to time establish as pertaining to Employee.





c. Term. This Agreement shall be for a term beginning on the Effective Date and terminating the earlier of (i) twelve (12) months from the Effective Date (the "Expiration Date"), or (ii) the date on which Employee's employment is terminated pursuant to Section 3 of this Agreement (the "Term").



d. Other Activities. During Employee's employment with the Company, Employee shall devote his entire business time, attention and energies to the performance of his duties and functions under this Agreement and, except upon the prior written consent of the Company, shall not (i) accept any other employment, or (ii) directly or indirectly engage in any other business activity (whether or not pursued for gain, profit or pecuniary advantage) that is or may be in conflict with, or that might place Employee in a conflicting position to that of the Company.



e. Proprietary Information. Employee agrees to comply with the terms and conditions of the standard Company Employee Proprietary Information and Inventions Agreement, which is annexed to this Agreement and referred to as ("Exhibit A") to this Agreement.



2. Compensation, Bonuses and Benefits



a. Base Salary. During Employee's employment with the Company, the Company shall pay Employee a base annual salary, (the "Base Salary") which at the time of the execution of this Agreement is One Hundred and Forty-Five Thousand Dollars ($145,000). The Base Salary shall be payable in accordance with the Company's normal payroll schedule, less all applicable tax withholdings for state and federal income taxes, FICA and other deductions as required by law and/or authorized by the Employee. The Employee's Base Salary shall be reviewed no less frequently than annually to determine whether or not the same should be increased in light of the duties and responsibilities of the Employee and the performance thereof, and, if it is determined that an increase is merited in the sole discretion of the Company, such increase shall be promptly put into effect and the base salary of the Employee as so increased shall constitute the base salary of the Employee for purposes of this Section 2.



b. Incentive Compensation Program. During Employee's employment with the Company, Employee shall be entitled to participate in such incentive compensation programs as are from time to time established and approved by Company's Board of Directors in accordance with the Company's practice for similarly situated employees.



c. Initial Stock Options. At the Effective Date, the Company shall grant Employee stock options to purchase 30,000 shares of the Company's $.001 par value common stock with the purchase price being the closing sales price as listed on the Nasdaq National Market System on the Effective Date ("Initial Stock Options"). Subject to the provisions of Section 3 of this Agreement, Employee's Initial Stock Options shall vest pro rata over three (3) years from the date of the grant commencing on the anniversary date of Employee's employment with the Company, provided Employee remains employed by the Company. Subsequent grants may be awarded in the sole discretion of the Company, based on Employee's performance and contributions to the business. Any stock options are subject to the approval of the Company's Board of Directors.







d. Benefits. Employee shall also be entitled to participate in such employee benefit plans which the Company provides or may establish from time to time for the benefit of employees, subject to the terms of each such plan and subject to the right of the Company and the Company's Board of Directors to modify, revise or eliminate such benefit plans from time to time in their sole discretion. Employee shall pay for the portion of the cost of such benefits as is from time-to-time established by Company as the portion of such cost to be paid by employees of the Company.



e. Costs and Expenses. Employee shall be entitled to reimbursement for all ordinary reasonable out-of-pocket business expenses which are reasonably incurred by him in the furtherance of the Company's business, in accordance with the policies adopted from time to time by the Company or the Company's Board of Directors. Employee will comply with the Company's travel policies as established from time to time by the Company or the Company's Board of Directors.



f. Vacation. During the Term, Employee shall be entitled to paid vacation in accordance with the Company's Earned Leave Day Policy.



g. Relocation Expenses. The Company shall provide Employee with a relocation benefit of a lump sum of Twenty-Five Thousand Dollars ($25,000), less all applicable tax withholdings for state and federal income taxes, FICA and other deductions as required by law, payable to Executive at the time Executive physically relocates to the Fort Collins, Colorado area on a permanent basis.



3. Termination



a. For Cause by the Company. Employee's employment may be terminated for "Cause." For purposes of this Agreement, "Cause" shall mean: (i) the Employee's willful and continued failure substantially to perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), (ii) the conviction of, or plea of guilty or nolo contendere by the Employee to a charge of any felony under the laws of the United States or any state thereof or crime involving moral turpitude, (iii) breach of any covenants contained in this Agreement and/or (iv) the Employee's acting in a manner which is reasonably likely to be detrimental or damaging to the Company's reputation, business, operations or relations with employees, suppliers and customers.



If Employee is terminated for Cause prior to the Expiration Date, he shall be entitled to receive his then current Base Salary pursuant to Section 2(a) through the date of termination. Thereafter, Employee shall not be entitled to receive, and Company shall not be obligated to provide Employee with any additional salary, payments or benefits of any kind.



b. Termination by Death of Employee. Employee's employment with the Company shall terminate upon the death of the Employee. In the event Employee's employment is terminated by death, Employee's designated beneficiary shall be entitled to receive: (i) Employee's then current Base Salary pursuant to Section 2(a) through the date of termination; (ii) the proceeds of any life insurance policy offered by the Company; and (iii) the lump-sum payment of any incentive compensation to which Employee was entitled and which Employee









did not receive prior to his death. Such incentive compensation, if any, shall be prorated through the date of termination and shall be payable to Employee's designated beneficiary at the time the bonus for such calendar year would normally be paid.



c. Termination by Disability of Employee. To the extent allowable under existing law, Employee's employment with Company shall terminate upon the Disability of the Employee. For the purposes of this Section 3(c), Employee shall be considered "Disabled" if he becomes physically or mentally incapacitated, such that for a period of three (3) consecutive months or for an aggregate of six (6) months during a twelve (12) consecutive month period, Employee is unable to perform the essential functions of his job without reasonable accommodation. Any question as to the existence of the Disability of the Employee shall be determined in writing by a qualified independent physician chosen by the Company and reasonably satisfactory to Employee (or Employee's legal representative) and such determination shall be conclusive. In the event Employee's employment is terminated
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