Exhibit 10.50
EMPLOYMENT AGREEMENT
     THIS EMPLOYMENT AGREEMENT (“Employment Agreement”) is effective January1, 2004, (the Effective Date) by and between ENTREMED, INC., a Delawarecorporation having its principal office at 9640 Medical Center Drive,Rockville, MD 20850 (the “Company”) and Mr. Neil J. Campbell, an individualresiding at 25242 Conrad Court, Damascus, MD 20872 (“Mr. Campbell”).
     WHEREAS, Mr. Campbell has previously entered into an employmentagreement with the Company (referenced therein and herein as “Agreement”)that is dated April 30, 2003, for the annual period beginning January 1,2003, (copy attached as Exhibit 1); and
     WHEREAS, such Agreement expired by its terms on December 31,2003, andunder such Agreement and under an earlier agreement, now also expired, andpursuant to a letter dated December 30, 2003, to Mr. Campbell from MichaelTarnow (“December 30, 2003, Letter,” copy attached as Exhibit 2), Mr.Campbell has served as the Company’s president, Chief Operating officer andprincipal executive officer since October 15, 2002; and
     WHEREAS, the Company delivered a draft of this Employment Agreement toMr. Campbell on or about December 17, 2003; and
     WHEREAS, the Company has engaged an executive recruiter in order toconduct a search for a suitable Chief Executive Officer and will considerMr. Campbell as a candidate for such position; and
     WHEREAS, Mr. Campbell and the Company mutually desire to enter into thisnew Employment Agreement in order to allow sufficient time for such executiverecruiter to complete such search;
     NOW THEREFORE, for and in consideration of the mutual premises,agreements and covenants contained herein, the parties hereto, intending tobe legally bound, do hereby agree as follows:
1. Employment Position and Duties
     The Company hereby agrees to employ Mr. Campbell during the Term hereof(as set forth in Paragraph 4 herein) to act as, to exercise all of the powersand functions of, to perform such acts and duties and generally to furnishsuch services to the Company and its subsidiaries (if any) as is customaryfor a senior management person with a similar position in like companies; andhe shall have such specific powers, duties and serve as President and ChiefOperating Officer or such other executive positions as determined by theBoard of Directors and shall perform responsibilities commensurate with thoseexecutive positions as the Board of Directors of the Company (the “Board”)shall from time to time reasonably prescribe, provided that such duties areconsistent with Mr. Campbell’s senior management position. Mr. Campbellhereby agrees to accept such employment and shall perform and dischargefaithfully, diligently, and to the best of his abilities such duties andresponsibilities and shall devote sufficient working time and efforts to thebusiness and affairs of the Company and its subsidiaries; provided however,that, to the extent consistent with the needs of the Company,   MT (Sign) NJC (Sign)
 

 

Mr. Campbell shall be entitled to expend a reasonable amount of time on civic,public, industry, and philanthropic activities and on the management of hisown investments and assets. This new Employment Agreement replaces the nowexpired Agreement between Mr. Campbell and the Company that is dated April 30,2003, (attached as Exhibit 1) and the December 30, 2003, Letter (attached asExhibit 2). EntreMed and Mr. Campbell agree that notwithstanding theexpiration of the Agreement that is dated April 30, 2003, in their dealingsand responsibilities toward each other during the period between theexpiration of that Agreement on December 31, 2003, and the execution of thisEmployment Agreement, they have been governed by Sections 6, 7,9 and 11 ofthat expired Agreement.
2. Place of Employment
     During his employment hereunder, Mr. Campbell’s principal place ofemployment shall be located at the Company’s corporate headquarters at 9640Medical Center Drive, Rockville, Maryland, unless such headquarters arerelocated during the Term of this Employment Agreement, subject to routine andcustomary business travel.
3. Compensation
(a) Base Salary Effective January 1, 2004, and unlessthis Employment Agreement is terminated earlier as set forth herein,the Company shall pay to Mr. Campbell semi-monthly during the Term,the semi-monthly portion of a base salary (i.e., 1/24 of a basesalary “Base Salary”) which when annualized equals three hundredthirty thousand dollars ($330,000), payable in accordance with theCompany’s customary payroll policy for its executives, and subjectto applicable tax and payroll deductions. (b) Incentive Compensation Mr. Campbell’s IncentiveCompensation, if any, shall be determined annually by the Company’sBoard of Directors. The Company acknowledges that Mr. Campbell hasbeen awarded a cash performance bonus of $85,000 reflecting hisperformance and contributions to the Company’s performance in 2003,and such bonus will be paid to him during the month of February 2004at such time as the 2003 bonus is payable to all Company employees. (c) Vesting of Options All unvested options granted to Mr.Campbell prior to December 31, 2003, and those granted in 2004during the Term of this Employment Agreement will vest immediatelyupon notification by the EntreMed Board of Directors to Mr. Campbellpursuant to Paragraph 4 that he has not been selected as the newChief Executive Officer following the search for such positioncurrently being conducted by the Company’s Board of Directors. Suchvesting will occur pursuant to the terms of this EmploymentAgreement rather than the terms of the grants under which such stockoptions were granted. However, in the event Mr. Campbell is selectedas the new Chief Executive Officer, all unvested options willcontinue to vest pursuant to the terms of the grants under whichsuch stock options were granted. (d) Certain Other Benefits, Including Paid Time Off, 401(k)Payments and Vesting of Options During the Term of thisAgreement, Mr. Campbell shall     MT (Sign) Page 2 of 9 NJC (Sign)
 

 

  be entitled to participate equally in any and all employeebenefit plans and arrangements which are available to seniorexecutive officers of the Company, including withoutlimitation, group medical and life insurance plans. Except forPaid Time Off which may be earned in 2004, Mr. Campbell isentitled to use or to the payment for only five (5) days ofpaid time off that was earned but not used in 2003. The Companyacknowledges that pursuant to the terms of its 401(k) Plan, allmatching contributions to such Plan on behalf of Mr. Campbellwill vest immediately. Any options granted to Mr. Campbell in2004 will be vested in accordance with the provisions ofParagraph 3(c) above. No other benefits, payments, options orother emoluments associated with employment are due, owed orprovided to Mr. Campbell except those that are provided for inthis Employment Agreement.
4. Term
     Subject to this Employment Agreement being terminated earlier as set forthherein, the term of Mr. Campbell’s employment with the Company shall be for upto a four (4) month period commencing January 1, 2004, and continuing throughApril 30, 2004, (the “Term”). Mr, Campbell understands that the Company iscurrently undertaking a search for a Chief Executive Officer, with Mr.Campbell being one of the candidates for that position. Such search is expectedto be completed on or before April 30, 2004. In the event Mr. Campbell isnotified, in writing, that he has not been selected for that position, Mr.Campbell’s employment with the Company shall terminate thirty (30) days fromthe date of such notification, and such termination shall be deemed atermination without cause under Paragraph 8(d) of this Employment Agreement.However, in the event Mr. Campbell is selected for the position, the partieshereto will discuss, in good faith, a new employment agreement for Mr. Campbellto replace this interim Employment Agreement.
5. Stock Options
     Periodic stock and incentive stock option grants to Mr. Campbell, if any,shall be determined by the Board of Directors and shall vest and beexercisable either in accordance with the terms of the grants under which suchstock options are granted or pursuant to the terms of this EmploymentAgreement and as set forth in Paragraph 3(c) and Paragraph 3(d) above. Uponexecution of this Agreement by Mr. Campbell, the Company shall grant Mr.Campbell an option to purchase 25,000 shares of the Company’s stock at thethen market price for the shares; this option shall immediately vest if Mr.Campbell is not selected as the new Chief Executive Officer and otherwiseshall vest pursuant to the terms under which such stock option was granted;this option may be exercised by Mr. Campbell during the next five (5) years ifduring that time Mr. Campbell remains an employee of the Company, but if Mr.Campbell should terminate employment with the Company at any time and for anyreason, including, without limitation, the expiration of this EmploymentAgreement or the selection of another person as its Chief Executive Officer,this option may be exercised by Mr. Campbell only within one (1) year from thedate of such employment termination.
6. Unauthorized Disclosure
     While employed by the Company and for five (5) years thereafter, Mr.Campbell shall not, without the prior written consent of the Company, discloseto any person, other than a person to whom disclosure is reasonably necessaryor appropriate in connection with the     MT (Sign) Page 3 of 9 NJC (Sign)
 

 

performance by Mr. Campbell of his duties as an executive officer of theCompany, any material confidential information obtained by Mr. Campbell whilein the employ of the Company with respect to the businesses of the Company orany of its subsidiaries, including, but not limited to, operations, pricing,contractual or personnel matters, products, discoveries, improvements, tradesecrets, license agreements, marketing information, suppliers, dealers,customers, methods of distribution, or any other confidential information thedisclosure of which Mr. Campbell knows, or in the exercise of reasonable careshould know, would be damaging to the Company; provided, however, thatconfidential information shall not include any information known generally tothe public (other than as a result of unauthorized disclosure by Mr. Campbell)or any information so otherwise considered by the Company to be confidential.
     In addition to the preceding, Mr. Campbell further agrees that he shallnever disclose trade secrets of the Company or of any of its subsidiarycompanies except under appropriate safeguards to maintain the confidentialityof such information and also except during his active employment with theCompany in connection with the performance of his duties as an executiveofficer of the Company. Mr. Campbell also agrees that the provisions of thisParagraph do not supercede or in any manner replace the requirements ofapplicable statutory and common law protections to the Company with respect toits assets, including confidential information and trade secrets, and also donot supercede or in any manner replace the effect or requirements of anEmployee Proprietary Information / Patent Agreement (copy attached as Exhibit3) or an Employee Confidentiality Agreement (copy attached as Exhibit 4) thatMr. Campbell previously entered into and that will remain in effect uponexpiration of this Employment Agreement, and Mr. Campbell also agrees that theprovisions of this Paragraph do not supercede or in any manner replace theeffect or the requirements of an Insider Trading Policy and Agreement (copyattached as Exhibit 5) that Mr. Campbell previously entered into or ofapplicable statutory and common law relating to the subject matter thereof.
7. Indemnification of Mr. Campbell
     The Company shall indemnify Mr. Campbell, if Mr. Campbell is made a party,or threatened to be made a party, to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative, orinvestigative, because Mr. Campbell is or was an officer or director or theCompany or any of its subsidiaries, affiliates, or successors, against expenses(including reasonable attorneys fees and disbursements), judgments, fines andamounts paid in settlement actually and reasonably incurred by him inconnection with such action, suit or proceeding, to the fullest extent and inthe manner set forth as permitted by the General Corporation Law of the Stateof Delaware and any other applicable law in effect from time to time, andreimburse such costs as incurred, but in any event no later than thirty (30)days from date of presentment of such costs to the Company. Such presentmentmay be, at the option of Mr. Campbell, in the form of an invoice directly fromMr. Campbell’s attorney or such other provider as may be reasonably selected bythe Company, and in this event, the Company agrees to reimburse said providerdirectly, as opposed to having Mr. Campbell pay the invoice and then seekreimbursement from the Company. In the event that Mr. Campbell is notindemnified by the Company, in accordance with the Company’s D&O policy,subject to the limits of that policy and pursuant to its terms, the policy willcover Mr. Campbell during employment and after any termination of employmentunder the same coverage; terms and limits that such coverage, limits and termswill be maintained for the officers and directors of the Company.     MT (Sign) Page 4 of 9 NJC (Sign)
 

 

     In connection with litigation or proceedings before a court, arbitrator,administrative agency or other tribunal, either during the Term or thereafter,Mr. Campbell shall, upon request of the Company, testify as a witness orprovide information concerning matters he was involved in during the course ofhis employment Mr. Campbell agrees to cooperate fully with Company counsel inconnection with such proceedings, and he will be indemnified with respect tosuch activities as set forth in this Paragraph. All reasonable incurredexpenses relating to Mr. Campbell’s participation in any litigation orproceedings before a court, arbitrator, administrative agency or othertribunal, either during the Term or thereafter, will be reimbursed to Mr.Campbell within thirty (30) days of receipt by the Company of appropriatesupporting documentation.
8. Termination
     (a) Termination Upon Death If Mr. Campbell dies during the Term of thisAgreement, Mr. Campbell’s legal representatives shall be entitled to receivethe portion of the Base Salary that would have been paid through the last dayof the six (6) months following the month in which Mr. Campbell’s deathoccurred. If in respect of the fiscal year in which Mr. Campbell dies he wouldotherwise have been entitled to receive incentive compensation under Paragraph3(b) by reason of the operations of the Company during such fiscal year, Mr.Campbell’s legal representatives shall be entitled to receive a pro rataportion of such incentive compensation determined by multiplying the dollaramount of the incentive compensation involved by a fraction, the numerator ofwhich shall be the number of complete calendar months that elapsed during thefiscal year through the end of the month in which Mr. Campbell died anddenominator of which shall be twelve.
     (b) Termination Upon Disability or Incapacity. In the event Mr.Campbell has been disabled for a period of sixty (60) days, the Company mayterminate Mr. Campbell’s employment hereunder at the end of any calendar monththereafter by giving written notice of termination to Mr. Campbell in the eventthat Mr. Campbell’s incapacity due to physical or mental illness prevents theproper performance of the duties of President and Chief Operating Officer or ofanother executive position determined by the Board of Directors as set forthheroin or established pursuant hereto for a substantial portion of any periodof Mr. Campbell’s Term of employment hereunder. Any questions as to theexistence or extent of illness or incapacity of Mr. Campbell, upon which theCompany and Mr. Campbell cannot agree, shall be determined by a qualifiedindependent physician selected by the Company and approved by Mr. Campbell (or,if Mr. Campbell is unable to give such approval, by any adult member of theimmediate family or the duly appointed guardian of Mr. Campbell). Thedetermination of such physician, certified in writing to the Company and to Mr.Campbell, shall be final and conclusive for all purposes of this Agreement. Inthe event of any such termination pursuant to this Paragraph 8(b), Mr. Campbellshall be entitled to receive his Base Salary through the end of the Term ofthis Agreement.
     If in respect of the fiscal year in which Mr. Campbell’s employmentterminates pursuant to this Paragraph 8(b) he would otherwise have beenentitled to receive incentive compensation under Paragraph 3(b) by reason ofthe operations of the Company during such fiscal year, Mr. Campbell shall beentitled to receive a pro rata portion of such incentive compensationdetermined by multiplying the dollar amount of the incentive compensation by afraction, the numerator of which shall be the number of complete calendarmonths that     MT (Sign) Page 5 of 9 NJC (Sign)
 

 

elapsed during the fiscal year through the end of the month in which Mr.Campbell’s employment terminated pursuant to this Paragraph 8(b) and thedenominator of which shall betwelve.
     (c) Termination for Cause The Company may terminate Mr. Campbell’semployment hereunder for “Cause” (as hereinafter defined) by giving writtennotice of termination of this Employment Agreement, the Company shall have“Cause” to terminate Mr. Campbell’s employment hereunder upon Mr. Campbell’s(i) habitual drunkenness or drug addiction or material failure to performand discharge his duties and responsibilities hereunder, or (ii) misconductthat is materially and significantly injurious to the Company, or (iii)conviction of a felony and/or a crime involving the personal dishonesty ofMr. Campbell or moral turpitude, or (iv) conviction of Mr. Campbell of anycrime or offense involving the property of the Company. Upon any suchtermination for cause under this Paragraph 8(c), the Company shall pay Mr.Campbell his Base Salary through the date of termination, and the Company,shall have no further obligations under this Employment Agreement.
     (d) Termination without Cause The Company shall have the right toterminate Mr. Campbell’s employment under this Employment Agreement at anytime, without cause, and the Term of this Employment Agreement shall therebyend thirty days after the Company has given Mr. Campbell written notice of suchtermination. The Company shall pay to Mr. Campbell compensation at hisbi-monthly rate of pay for six (6) months from the date of termination payableon a semi-monthly basis, that is for a total of twelve (12) semi-monthlypayments regardless of whether his termination may become effective during orat the end of a month. Mr. Campbell will make himself reasonably available tomembers of the Company’s Board of Directors and to senior managers and officersof the Company to assist in the transition of responsibilities and informationto others and to facilitate the orderly conduct of business operations. Byacceptance of the first semi-monthly payment hereunder, and in consideration ofthe receipt of such compensation under this Employment Agreement, Mr. Campbellagrees that he shall have released and forever discharged the Company, itssubsidiaries and affiliates, successors, predecessors, and all of theirrespective officers, directors, employees and agents and employee benefit plansfrom all claims, demands, liabilities and causes of action arising out of factsor occurrences arising or occurring at any time up to and including the time ofMr. Campbell’s termination, whether known or unknown, and the parties heretocontemplate that this release shall be construed broadly. Upon termination, theCompany shall have no other financial obligations to Mr. Campbell under anycompensation or benefit plan, program or policy, and Mr. Campbell’sparticipation in the Company compensation and benefit plans, programs andpolicies shall cease as of the date of Mr. Campbell’s termination, except thatMr. Campbell shall have such right to continued group health plan coverage asis provided under COBRA and except that Mr. Campbell may exercise vestedoptions in accordance with the provisions of the applicable option plan. TheCompany shall make Mr. Campbell’s COBRA premium payments for the earlier of six(6) months after the termination date of Mr. Campbell or the date Mr. Campbellbegins employment with a new employer. Notwithstanding the foregoing, if inrespect of the fiscal year in which Mr. Campbell’s employment terminatespursuant to this Paragraph 8(d) he would otherwise have been entitled toreceive incentive compensation under Paragraph 3(b) by reason of the operationsof the Company during such fiscal year, Mr. Campbell shall be entitled toreceive a pro rata portion of such incentive compensation determined bymultiplying the dollar amount of the incentive compensation by a fraction, thenumerator of which shall be the number of complete calendar months that elapsed     MT (Sign) Page 6 of 9 NJC (Sign)
 

 

during the fiscal year through the end of the month in which Mr. Campbell’semployment terminated pursuant to this Paragraph 8(d) and the denominator ofwhich shall be twelve (12).
     (e) Non-competition For a period of twelve (12) months after terminationfor any reason of Mr. Campbell’s active employment with the Company. Mr.Campbell agrees not to, as an individual, principal, agent, employee,consultant or otherwise, directly or indirectly, in the United States or, withrespect to any company or entity in Europe or Canada with whom Mr. Campbellhas had partnership, licensing or other similar business developmentdiscussions on behalf of and during his employment with the Company, renderany services to any firm or company or any division or subsidiary of any firmor company whose primary activity is the research, development orcommercialization of specific product compounds and/or analogs and/orderivatives of those product compounds that are currently being researched,developed and/or commercialized by the Company. Such specific productcompounds and/or analogs and/or derivatives of those product compounds arelimited to Panzem, 2ME2, 2ME2 Analogs, Proteinase Activated Receptor #2 orPAR-2 and Tissue Factor Pathway Inhibitor or TFP1. Moreover, for a period oftwelve (12) months after the termination of Mr. Campbell’s employment with theCompany, Mr. Campbell agrees not to take any action, without the prior writtenconsent of the Company, to assist Mr. Campbell’s successor employer or anyother entity in recruiting or hiring any other employee who is or who was anemployee of the Company on January 1, 2004, or on any date more recently thanJanuary 1, 2004. This prohibition includes (1) identifying to such successoremployer or its agents or such other entity, the person or persons who havespecial knowledge concerning the Company’s inventions, processes, methods orconfidential affairs; or (2) commenting to Mr. Campbell’s successor employeror its agents or such other entity about the quantity of work, quality ofwork, special knowledge or personal characteristics of any person who is stillemployed by the Company. Mr. Campbell also agrees that he will not providesuch information to a prospective employer or to an executive search firmduring interviews preceding possible employment.
9. Reimbursement of Legal Fees
     In a dispute, including litigation, arising under this EmploymentAgreement, the Company agrees to reimburse Mr. Campbell promptly after thefinal conclusion of such dispute or litigation for reasonable attorneys’ feesincurred if Mr. Campbell or the Company sues on this Agreement and theCompany is not the prevailing party.
10. Non-Disparagement
     During the Term and thereafter Mr. Campbell shall not communicatenegatively about or otherwise disparage the Company or its products or eachand any of the released parties described in Paragraph 8(d) in any waywhatsoever. The Company agrees that it, acting in its official capacity,shall not make any public false, disparaging or derogatory statements inconnection with or concerning Mr. Campbell’s service to the Company except asmay be required for truthful, sworn testimony or in connection with a legalor administrative case, proceeding, report, claim or dispute. In the event ofthe termination of Mr. Campbell’s employment, thereafter, in response toinquiries from prospective employers of Mr. Campbell, the Company shall onlyprovide information relative to dates of employment unless otherwiserequested by Mr. Campbell. In the event Mr. Campbell breaches any of theconditions set forth herein or in any other Paragraph of this Agreement, theCompany shall discontinue the provision of any payment or benefits to himunder this Employment     MT (Sign) Page 7 of 9 NJC (Sign)
 

 

Agreement, and he shall forfeit his entitlement to any further payments orbenefits and shall be required to return to the Company any compensationalready provided to him under this Employment Agreement
11. Miscellaneous
     (a) Assignments and Binding Effect The respective rights andobligations of the parties under this Employment Agreement shall be bindingupon the parties hereto and their heirs, executors, administrators, successors,and assigns, including, in the case of the Company, any other corporation orentity with which the Company may be merged or otherwise combined or which mayacquire all or substantially all of the Company’s assets, provided no suchassignment shall discharge the Company of its obligations herein, and, in thecase of Mr. Campbell, his estate or other legal representatives, provided thatMr. Campbell may not assign his rights hereunder without prior written consentof the Company.
     (b) Governing Law and Survival. This Agreement shall be governed as to itsvalidity, interpretation and effect by the laws of the State of Maryland. Theprovisions of Paragraphs 6,7, 8(d), 8(e), 9,10 and Section 11 shall survivetermination of this Employment Agreement.
     (c) Severability In the event that any provision or portion of thisEmployment Agreement shall be determined to be invalid, illegal, orunenforceable for any reason, the remaining provisions and portions of thisEmployment Agreement shall remain in full force and effect to the fullestextent permitted by law. Such invalid, illegal or unenforceable provision(s)shall be deemed modified to the extent necessary to make it or them valid,legal, and enforceable.
     (d) Entire Agreement and Amendments This Employment Agreement constitutesthe entire agreement and understanding of the Company and Mr. Campbell withrespect to the terms of Mr. Campbell’s employment with the Company andpotential separation from such employment, and supersedes all priordiscussions, understandings and agreements with respect thereto, including theDecember 30, 2003, Letter, except that it does not supercede or in any mannerreplace the effect or requirements of an Employee Proprietary Information /Patent Agreement (copy attached as Exhibit 3), an Employee ConfidentialityAgreement (copy attached as Exhibit 4), or an Insider Trading Policy andAgreement (copy attached as Exhibit 5) that Mr. Campbell previously enteredinto, which will remain in effect. Any payment made and benefit providedpursuant to the December 30, 2003, Letter (copy attached as Exhibit 2) will bededucted from any payment or benefit that would otherwise be due toor for Mr. Campbell pursuant to this Employment Agreement.
     (e) Captions All captions and headings used herein are for convenientreference only and do not form part of this Employment Agreement.
     (f) Waiver. The waiver of a breach of any term or provision of thisEmployment Agreement shall not operate as or be construed to be a waiver ofany other or subsequent breach of this Employment Agreement.
     (g) Notice. Any notice or communication required or permitted under thisEmployment Agreement shall be made in writing and shall be delivered by hand ormailed by registered or certified mail, return receipt requested, first classpostage prepaid, addressed as follows:     MT (Sign) Page 8 of 9 NJC (Sign)
 

 

If to Mr. Campbell: