Exhibit 10.51
**EMPLOYMENT AGREEMENT**
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 15th dayof June, 2004 by and between ENTREMED, INC., a Delaware corporation having itsprincipal office at 9640 Medical Center Drive, Rockville, MD 20850 (the“Company”), and James S. Burns (the “Executive”).
FOR AND IN CONSIDERATION of the mutual premises, agreements and covenantscontained herein, the parties hereto, intending to be legally bound, dohereby agree as follows:
1.  Employment Position and Duties.
Subject to the terms hereof, the Company hereby agrees to employ theExecutive during the Term (as hereafter defined) to act as, and to exerciseall of the powers and functions of, its President and Chief Executive Officer(“CEO”) and to perform such acts and duties and to generally furnish suchservices to the Company and its subsidiaries (if any) as are customary for asenior management person with a similar position in like companies. At alltimes Executive shall report directly to the Board of Directors of theCompany (“Board”) and shall have such specific powers, duties and CEOresponsibilities as the Board of Directors of the Company (the “Board”) shallfrom time to time reasonably prescribe. Executive hereby agrees to acceptsuch employment and shall perform and discharge faithfully, diligently, andto the best of his abilities such duties and responsibilities and shalldevote full working time and efforts to the business and affairs of theCompany and its subsidiaries. During the Term, it shall not be a violation ofthis Agreement for Executive to serve on corporate, civic or charitableboards or committees or engage in other activities that are consistent withthe Company’s Code of Ethics and other Company policies, so long as Executivenotifies the Board or an appropriate committee thereof in advance and suchservice or activities do not significantly interfere with the performance ofExecutive’s responsibilities hereunder.
Subject to applicable Delaware law, the Company agrees to use its bestefforts to cause Executive to be appointed, as soon as practicable hereafter,as a member of the Board to the class of directors with the term expiring atthe 2005 annual meeting of the shareholders. The Company shall thereafter useits best efforts to cause the Executive to be nominated for a seat on theBoard at the next annual meeting of the Company’s shareholders, it beingacknowledged that such nomination is subject to applicable Delaware law. Ifthe Executive ceases to be an employee of the Company for any reason,Executive agrees that he shall immediately resign as a member of the Board.
2.  Place of Employment.
While Executive is employed by the Company during the Term, Executive shallbe required to conduct his duties and responsibilities hereunder primarilyfrom the Company’s principal offices (except for routine and customarybusiness travel).
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3.  Compensation.
     a. Base Salary. While Executive is employed by the Company duringthe Term, the Company shall pay to Executive an annual minimum base salary(“Base Salary”) of $360,000, payable in accordance with the Company’scustomary payroll policy for its executives.
     b. Base Salary Adjustments. Executive’s Base Salary shall bereviewed at least annually in accordance with the Company’s customarypractices for its executives. The Board or a committee thereof may make suchincreases in Executive’s Base Salary as it deems appropriate in itsdiscretion.
     c. Incentive Compensation. As soon as practical after theexecution of this Agreement and thereafter not later than sixty (60) daysafter the commencement of each fiscal year during the Term, the Board or acommittee thereof shall meet with the Executive and, after consulting withExecutive, establish performance goals and objectives for Executive and forthe Company for the fiscal year. If such performance goals and objectives aresatisfied by the Executive and the Company as reasonably determined by theBoard or a committee thereof, the Executive shall receive incentivecompensation (“Incentive Compensation”), if Executive is employed by theCompany at the end of the fiscal year, equal to forty percent (40%) ofExecutive’s Base Pay or such greater amount as may be determined by the Boardor a committee thereof. Notwithstanding the foregoing, Executive’s IncentiveCompensation opportunity for the fiscal year ending December 31, 2004 shall beprorated based on the portion of such fiscal year that is within the Tenn.
     d. Certain Other Benefits. While Executive is employed by theCompany during the Term, Executive shall be entitled to participate in any andall employee benefit plans and arrangements which are available to seniorexecutive officers of the Company, including without limitation, groupmedical, disability, retirement and life insurance plans, and automobileexpense reimbursement allowances. Executive shall also be afforded 30 days“paid time off” per year pursuant to policies fixed by the Company.
     e. Expenses. The Company shall pay or reimburse Executive for allreasonable business expenses actually paid or incurred by Executive whileExecutive is employed by the Company during the Term subject to reasonabledocumentation and in accordance with the Company’s business expensereimbursement policy.
4.  Term.
The term of this Agreement shall be the period commencing on the date hereofand continuing through and including June 15, 2007 (the “Initial Term”);provided, however, that the term of this Agreement shall be automaticallyextended for successive one year periods (each one-year extension a “SuccessorTerm” and together with the Initial Term referred to herein as the “Term”)unless written notice of nonextension is provided by either party to the otherparty at least sixty (60) days prior to the end of the Initial Term or
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any Successor Term. The provision by the Company of a notice of nonextensionshall be deemed to be a termination without Cause under subparagraph 8(d)hereof. In the event such notice is given and this Agreement is therebyterminated and/or this Agreement is terminated for any other reason, onlyparagraphs 6, 7, 8(e), 8(f), 8(i) and 11 shall survive such termination,except that Executive shall be entitled to receive compensation and benefitsto the extent expressly provided herein or by the terms of any of theCompany’s compensation and benefit plans, programs and policies or as requiredby applicable law.
5.  Stock Options.
In addition to the grant described herein, the Board or a committee thereofmay, in its discretion, make periodic stock and incentive stock option grantsto Executive, while Executive is employed by the Company during the Term. Asan initial grant, effective as of the date hereof (the “Initial Grant”),Executive shall be granted stock options covering 500,000 shares with a pershare exercise price equal to the fair market value of a share of Companycommon stock on the date of grant, which options shall vest as to 125,000covered shares immediately upon the date of the grant, and shall vest as tothe remaining covered shares in cumulative 125,000 share increments on each ofthe first, second, and third anniversary dates of the Initial Grant, ifExecutive is then employed by the Company. The terms of the stock optiongrants under this paragraph 5 shall be in accordance with and subject to theterms of the Company’s 2001 Long Term Incentive Plan or successor plan andsuch terms and conditions as the Board or a committee thereof may specify. Inthe event of a termination without Cause pursuant to subparagraph 8(d) hereofor a resignation for Good Reason pursuant to paragraph 9 hereof, stock optiongrants to Executive, if any, which by their terms would have vested during thetwelve (12) month or eighteen (18) month, as applicable, severance period setforth in subparagraph 8(d) if Executive had been employed by the Companyduring such severance period will continue to vest (subject to the acceleratedvesting provided by subparagraph 8(d) hereof in the event of a terminationwithout Cause occurring after the first anniversary of the commencement of theTerm and paragraph 9 hereof in the event of a resignation for Good Reason)during such period and be exercisable in accordance with the terms of suchgrants until the first anniversary of the Executive’s termination, but in noevent beyond the full term of the relevant option.
6.  Unauthorized Disclosure.
During the Term and at all times thereafter, Executive shall not, without thewritten consent of the Company or except as required by applicable law,disclose to any person, other than a person to whom disclosure is reasonablynecessary or appropriate in connection with the performance by Executive ofhis duties as an executive officer of the Company, any confidentialinformation obtained by Executive while in the employ of the Company withrespect to the businesses of the Company or any of its subsidiaries, includingbut not limited to, operations, pricing, contractual or personnel data,products, discoveries, improvements, trade secrets, license agreements,marketing information, suppliers, dealers, principals, customers, or methodsof distribution, or any other confidential information the disclosure of whichExecutive knows, or in the exercise of reasonable care should know, will bedamaging to the Company; provided, however, that
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confidential information shall not include any information known generally tothe public (other than as a result of unauthorized disclosure by Executive) orany information so otherwise considered by the Company not to be confidential.
7.  Indemnification.
     a. The Company shall indemnify and hold harmless Executive if he is madea party, or threatened to be made a party, to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrative,or investigative (a “Proceeding”), because he is or was an officer or directorof the Company or any of its subsidiaries, affiliates, or successors, orbecause he is or was serving in a fiduciary capacity with respect to employeebenefit plans of the Company, whether or not the basis of such Proceeding isalleged action in an official capacity or otherwise, against all Expensesincurred or suffered by him in connection with such Proceeding to the fullestextent authorized by the General Corporation Law of the State of Delaware andany other applicable law in effect from time to time, and such indemnificationshall continue as to Executive even if he ceases to be an officer or directoror is no longer employed by the Company, and shall inure to the benefit ofExecutive’s heirs, executors and administrators.
     b. As used in this Agreement, the term “Expenses” shall include, withoutlimitation, damages, losses, judgments, liabilities, fines, penalties, excisetaxes, settlements and reasonable costs, reasonable attorneys’ fees,reasonable accountants’ fees, and reasonable disbursements and costs ofattachment or similar bonds, investigations, and any reasonable expenses ofestablishing a right to indemnification under the Agreement.
     c. Expenses incurred by Executive in connection with any Proceedingshall be paid by the Company upon presentation of appropriate documentationand a giving by Executive of any undertakings required by applicable law.
8.  Termination
     a. Termination Upon Death. If Executive dies while employed by theCompany during the Term, his estate shall be entitled to receive payment ofBase Salary through the last day of the twelve (12) months following the monthin which his death occurred, payable over such twelve (12) months at theCompany’s normal pay periods. If, in respect of the fiscal year in whichExecutive dies, the Board or a committee thereof determines in its discretionthat he would otherwise have been entitled to receive Incentive Compensationunder subparagraph 3(c) by reason of the operations of the Company during suchfiscal year, Executive’s estate shall be entitled to receive a pro rataportion of his Incentive Compensation for such fiscal year. Such pro rataportion shall equal the product of (x) the full amount of such IncentiveCompensation, and (y) a fraction, the numerator of which is the number of daysin the fiscal year of Executive’s death prior to the date of death, and thedenominator of which is the total number of days in such fiscal year.
     b. Termination Upon Disability. The Company may terminateExecutive’s employment hereunder during the Term at the end of any calendarmonth in the event of
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his Disability by giving to Executive written notice of termination. Inthe event of any such termination pursuant to this subparagraph 8(b),Executive shall be entitled to receive his Base Salary, payable in accordancewith the Company’s customary payroll policy for its executives, through thelast day of the twelve (12) months following the month in which the date oftermination occurred.
     If, in respect of the fiscal year in which Executive’s employmentterminates pursuant to this subparagraph 8(b), the Board or a committeethereof determines in its discretion that he would otherwise have beenentitled to receive Incentive Compensation under subparagraph 3(c) by reasonof the operations of the Company during such fiscal year, Executive shall beentitled to receive a pro rata portion of his Incentive Compensation for suchyear. Such pro rata portion shall equal the product of (x) the full amount ofsuch Incentive Compensation, and (y) a fraction, the numerator of which isthe number of days in the fiscal year of Executive’s termination on accountof Disability prior to the date of termination, and the denominator of whichis the total number of days in such fiscal year.
     c. Termination for Cause. The Company may terminate Executive’semployment hereunder at any time during the Term for Cause. The effective dateof any such termination shall be the date specified by the Company which datemay be any date on or after the date notice of such termination is provided toExecutive. Executive’s employment may be terminated for Cause only by aresolution of the Board finding that in the good faith opinion of the Boardthat Executive engaged in conduct that constitutes Cause. Prior to adoption ofany such resolution, Executive shall (i) be given reasonable notice of theproposed resolution upon which the proposed termination for Cause is based,and (ii) have the opportunity to be heard before the Board. Upon any suchtermination for Cause under this subparagraph 8(c), the Company shall pay tohim his Base Salary through the date of termination, and the Company shallhave no further obligations under this Agreement.
     d. Termination Without Cause. The Company may terminateExecutive’s employment with the Company at any time during the Term, for anyreason and without Cause, by giving him prior written notice which specifiesthe date of termination. Until the effective date of any such termination, theCompany shall continue to pay to him the full compensation specified in thisAgreement. Following termination, Executive shall make himself reasonablyavailable to members of the Board and to senior managers and officers of theCompany to assist in the transition of responsibilities and information toothers and to facilitate the orderly conduct of business operations. Upontermination, the Company shall have no other financial obligations toExecutive under any compensation or benefit plan, program or policy andExecutive’s participation in the Company’s compensation and benefit plans,programs and policies shall cease as of the date of Executive’s terminationexcept as set forth herein or as expressly provided under the terms of anysuch plans, programs or policies, or as required by applicable law. IfExecutive is terminated pursuant to this subparagraph 8(d) or the Companyprovides written notice on nonextension of this Agreement in accordance withSection 4 hereof, the Company shall (i) pay Executive a severance amount equalto twelve (12) months Base Salary over the following twelve (12) month periodat the Company’s normal pay periods, and (ii) provide Executive, at nocharge to Executive, COBRA continuation coverage under the Company’shealth insurance
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program for a period of twelve (12) months or until he hasobtained substantially equivalent new coverage, as determined by the Board ora committee thereof in its discretion, through successor employment, whicheveroccurs sooner. If, during the Term, Executive is terminated without Causewithin eighteen (18) months of the effective date of this Agreement, thephrase “twelve (12) months” in the preceding sentence shall be replaced ineach place it appears with the phrase “eighteen (18) months.” If, in respectof the fiscal year in which Executive’s employment terminates pursuant to thissubparagraph 8(d), the Board or a committee thereof determines in itsdiscretion that he would otherwise have been entitled to receive IncentiveCompensation under subparagraph 3(c) by reason of the operations of theCompany during such fiscal year, Executive shall be entitled to receive a prorata portion of his Incentive Compensation for such year. Such pro rataportion shall equal the product of (x) the full amount of such IncentiveCompensation, and (y) a fraction, the numerator of which is the number of daysin the fiscal year of Executive’s termination without Cause prior to the dateof termination, and the denominator of which is the total number of days insuch fiscal year. If, during the Term, Executive is terminated without Causeafter the first anniversary of the effective date of this Agreement,notwithstanding anything in this Agreement to the contrary, all of Executive’sunexpired and unvested stock options shall become vested on the effective dateof such termination.
     e. Non-competition. For a period of twelve (12) months aftertermination of Executive’s active employment with the Company, Executive shallnot, as an individual, principal, agent, employee, consultant or otherwise,directly or indirectly, in the United States or, with respect to any companyor entity in Europe or Canada with whom Executive or the Company has concludedpartnership, licensing or other similar business development agreements onbehalf of and during his employment with the Company, render any services toany firm or company or any division or subsidiary of any firm or companyengaged in the research, development or commercialization of compounds,analogs or derivatives of those compounds that compete directly with thosebeing researched, developed and/or commercialized by the Company during theTerm. Moreover, for a period of twelve (12) months after the termination ofExecutive’s employment with the Company, Executive shall not take any action,without the prior written consent of the Company, to assist Executive’ssuccessor employer or any other entity in recruiting or hiring any otheremployee who was an employee of the Company during Executive’s employment.This prohibition includes (i) identifying to such successor employer or itsagents or such other entity, the person or persons who have special knowledgeconcerning the Company or its inventions, processes, methods or confidentialaffairs. (ii) commenting to Executive’s successor employer or its agents orsuch other entity about the quantity of work, quality of work, specialknowledge or personal characteristics of any person who is still employed bythe Company. Executive also agrees that he will not provide such informationto a prospective employer or to an executive search firm during interviewspreceding possible employment.
     f. Non-Disparagement. During the Term and thereafter, Executiveshall not communicate negatively about or otherwise disparage the Company orits products oreach and any of the released parties described in subparagraph 8(i) inany way whatsoever,
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except as may be required for truthful sworn testimony orin connection with a legal or administrative proceeding, report, claim ordispute. The Company, acting in its official capacity, shall not communicatenegatively about or otherwise disparage Executive in any way, except as maybe required for truthful sworn testimony or in connection with a legal oradministrative proceeding, report, claim or dispute. In the event Executivebreaches any of the conditions set forth herein or in any other paragraph ofthis Agreement, the Company shall discontinue the provision of any payment orbenefits to him under this Agreement and he shall forfeit his entitlement toany further payments or benefits under this Agreement.
     g. Resignation for Other than Good Reason. Executive mayvoluntarily terminate his employment with the Company during the Term forany reason upon at least thirty (30) days prior written notice whichspecifies the date of termination. Until the effective date of suchtermination, the Company shall continue to pay him the full compensationspecified in this Agreement, provided he continues to perform his dutiesduring this period. Thereafter, the Company shall have no furtherobligations to him under this Agreement, except as expressly provided hereinor as provided under the terms of any of the Company’s compensation andbenefit plans, programs or policies, or as required by applicable law. Thissubparagraph 8(g) shall not apply to the Executive’s resignation for GoodReason pursuant to paragraph 9 hereof.
     h. No Mitigation. The parties hereto acknowledge and agree that,in the event Executive’s employment with the Company is terminated pursuant tothis paragraph 8, or he resigns for Good Reason pursuant to paragraph 9hereof, he shall not be required to mitigate his damages by affirmativelyseeking other employment. Further, except as provided in subparagraph 8(d)(ii)above, the amount of any payment or benefit provided for in this Agreementshall not be reduced by any compensation earned by him or benefit provided tohim as the result of employment by another employer or otherwise.
     i. Release. In consideration of Executive’s receipt of severancebenefits subject to and in accordance with subparagraphs 8(b) and (d) andparagraph 9 of this Agreement, Executive agrees that, upon his first receiptand acceptance of any such benefits, he shall have released and foreverdischarged the Company, its subsidiaries and affiliates, successors andassigns, predecessors and all of their respective officers, directors,employees and agents and employee benefit plans from all claims, demands,liabilities and causes of action arising out of facts or occurrences arisingor occurring at any time, up to an including the time of Executive’stermination, whether known or unknown, and the parties hereto contemplatethat this release shall be broadly construed.
9.  Resignation for Good Reason.
If Executive has Good Reason during the Term, Executive may resign at anytime during the Term by providing written notice to the Company thatspecifies the reason for, and the effective date of, his termination. IfExecutive resigns during the Term for Good Reason, such resignation shall bedeemed a termination without Cause under subparagraph 8(d)hereof and Executive shall receive the compensation and benefits providedunder
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subparagraph 8(d) hereof as if he had been terminated without Causeand, notwithstanding anything in this Agreement to the contrary, all ofExecutive’s unexpired and unvested stock options shall become vested on theeffective date of such resignation.
10.  Definitions.
     a. “Cause” shall mean Executive’s (i) refusal to perform any materialduties reasonably required of the Executive by the Board (other than byreason of disability), after reasonable demand for substantial performance isdelivered by or on behalf of the Board specifically identifying the manner inwhich the Board believes the Executive has not performed his duties; (ii)conviction involving personal dishonesty or moral turpitude; (iii)perpetration of a dishonest act against or breach of fiduciary duty towardthe Company; (iv) willful act or omission that is injurious in any materialrespect to the financial condition or business reputation of the Company; or(v) habitual drunkenness or drug addiction.
     b. *“Disability”*shall mean the Executive’s incapacity due to physical ormental illness which prevents the proper performance of Executive’s duties asset forth herein or established pursuant hereto for ninety (90) consecutivedays in any twelve (12) month period of the Term. Any questions as to theexistence or extent of illness or incapacity of Executive, upon which theCompany and Executive cannot agree, shall be determined by a qualifiedindependent physician selected by the Company and approved by the Executive.The determination of such physician certified in writing to the Company and tothe Executive shall be final and conclusive for all purposes of thisAgreement. For purposes of the disability provisions of this Agreement, if theExecutive is unable to act on his own behalf due to incapacity, any personlegally authorized to do so may act on the Executive’s behalf.
     *c. “Change of Control”*shall mean (i) any Person or Persons actingtogether, excluding the employee benefit plans of the Company, acquire orbecome the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under theExchange Act or any successor provisions thereto), directly or indirectly ofsecurities of the Company representing fifty one percent (51%) or more of thecombined voting power of the Company’s then outstanding securities; (ii) theCompany consummates a merger, consolidation, share exchange, division or otherreorganization or transaction of the Company ( a “Fundamental Transaction”)with any other corporation, other than a Fundamental Transaction which wouldresult in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) at least sixtypercent (60%) of the combined voting power immediately after such FundamentalTransaction of (A) the Company’s outstanding securities, (B) the survivingentity’s outstanding securities or (C) in the case of a division, theoutstanding securities of each entity resulting from the division; (iii) theshareholders of the Company approve a plan of complete liquidation orwinding-up of the Company or the Company consummates the sale or disposition(in one transaction or a series of transactions) of all or substantially allof the Company’s assets; or (iv) during any period of twenty-four consecutive months, individuals who at the beginning of suchperiod
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constituted the Board (including for this purpose any new directorwhose election or nomination for election by the Company’s shareholders wasapproved by a vote of at least two thirds of the directors then still inoffice who were directors at the beginning of such period) cease for anyreason to constitute at least a majority of the Board.
     d. *“Exchange Act”*shall mean the Securities Exchange Act of 1934, asamended from time to time.
     e. "*Good Reason”*shall mean the occurrence of any of the following eventsafter a Change of Control: (A) the assignment to Executive of any dutiesinconsistent in any material respect with Executive’s position, authority,duties or responsibilities immediately prior to the Change of Control or anyother action by the Company which results in a diminution in any materialrespect in such position, duties or responsibilities, excluding for thispurpose an isolated and inadvertent action not taken in bad faith that isremedied by the Company promptly after receipt of written notice thereof givenby Executive; (B) a reduction by the Company in Executive’s annual Base Salaryas in effect on the date hereof; (C) the Company’s requiring Executive to bebased at any office or location that is more than fifty (50) miles fromExecutive’s office or location as of immediately prior to the Change ofControl; (D) the failure by the Company to continue to provide Executive withbenefits substantially similar to those enjoyed by him under any of theCompany’s pension, life insurance, medical, health and accident, disability orother welfare plans in which he was participating as of immediately prior tothe Change of Control, unless such change was applicable to all seniorexecutives of the Company; (E) the failure by the Company to pay to Executiveany deferred compensation when due under any deferred compensation plan oragreement applicable to him; or (F) the failure by the Company to honor in anymaterial respect the terms and provisions of this Agreement.
     f. *“Person”*shall have the meaning given in Section 3(a)(9) of theExchange Act and shall also include any syndicate or group deemed to be a“person under Section 13(d)(3) of the Exchange Act.
11.  Miscellaneous
     a. Assignments and Binding Effect. The respective rights andobligations of the parties under this Agreement shall be binding upon theparties hereto and their heirs, executors, administrators, successors, andassigns, including, in the case of the Company, any other corporation orentity with which the Company may be merged or otherwise combined and, in thecase of Executive, his estate or other legal representatives.
     b. No Assignment of Benefits. Except as otherwise providedherein or by applicable law, no right or interest of the Executive under thisAgreement shall be assignable or transferable, in whole or in part, eitherdirectly or by the operation of law or otherwise, including withoutlimitation execution, levy, garnishment, attachment, pledge or in any manner;no attempted transfer thereof shall be effective.
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     c. Governing Law. This Agreement shall be governed as to itsvalidity, interpretation and effect by the laws of the State of Delaware,without reference to its conflict of laws provisions.
     d. Severability. In the event that any provision or portion ofthis Agreement shall be determined to be invalid, illegal, or unenforceablefor any reason, the remaining provisions and portions of this Agreement shallremain in full force and effect to the fullest extent permitted by law. Suchinvalid, illegal or unenforceable provision(s) shall be deemed modified tothe extent necessary to make it (them) valid, legal, and enforceable.
     e. Withholding. All amounts payable hereunder shall be paid netof any applicable withholding required under federal, state or local laws andany additional withholding to which Executive has agreed.
     f. Entire Agreement Amendments. This Agreement constitutes theentire Agreement and understanding of the Company and Executive with respectto the terms of Executive’s employment with the Company and supersedes allprior discussions, understandings and agreements with respect thereto exceptwith respect to those agreements relating to the assignment of patents andinventions and a Combined Non-disclosure and Patent Employee Agreement towhich Executive acknowledges signing and which will remain in effect.
     g. Captions. All captions and heading used herein are forconvenient reference only and do not form part of this Agreement.
     h. Waiver. No provision of this Agreement may be modified, waivedor discharged unless such modification, waiver or discharge is agreed to inwriting and signed by the Executive and such officer as may be specificallydesignated by the Board or its delegee. The Company’s or the Executive’sfailure to insist upon strict compliance with the terms of this Agreement orthe failure of the Company or the Executive to assert any right the Company orthe Executive may have hereunder shall not be deemed a waiver of suchprovision or right or any other provision of this Agreement.
     i. Notice. Any notice or communication required or permittedunder this Agreement shall be made in writing and shall be delivered by hand,or mailed by registered or certified mail, return receipt requested, firstclass postage prepaid, addressed as follows:
If to Executive:
James S. Burns