Exhibit 10.52
**EMPLOYMENT AGREEMENT**
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 1st day ofJuly, 2004 by and between ENTREMED, INC., a Delaware corporation having itsprincipal office at 9640 Medical Center Drive, Rockville, MD 20850 (the“Company”) and Dane Saglio (the “Executive”).
FOR AND IN CONSIDERATION of the mutual premises, agreements and covenantscontained herein, the parties hereto, intending to be legally bound, do herebyagree as follows:
1. Employment; Position and Duties.
Subject to the terms hereof, the Company hereby agrees to employ the Executiveduring the Term (as hereafter defined) to act as, and to exercise all of thepowers and functions of, its Chief Financial Officer and to perform such actsand duties and to generally furnish such services to the Company and itssubsidiaries (if any) as is customary for a senior management person with asimilar position in like companies; and he shall report to the President andChief Executive Officer of the Company (“CEO”) and have such specific powers,duties and responsibilities as the CEO, in consultation with, and approval of,the Board of Directors (the “Board”), shall from time to time reasonablyprescribe. Executive hereby agrees to accept such employment and shall performand discharge faithfully, diligently, and to the best of his abilities suchduties and responsibilities and shall devote sufficient working time andefforts to the business and affairs of the Company and its subsidiaries.
2. Place of Employment.
While Executive is employed by the Company during the Term, Executive shall berequired to conduct his duties and responsibilities hereunder primarily fromthe executive offices located in Rockville, Maryland (except for routine andcustomary business travel), or from such other location as designated from timeto time by the CEO.
3. Compensation
     a. Base Salary. While Executive is employed by the Company duringthe Term, the Company shall pay to Executive an initial annual base salary(“Base Salary”) of $200,000, payable in accordance with the Company’s customarypayroll policy for its executives.
     b. Base Salary Adjustments. Executive’s Base Salary shall bereviewed at the end of the calendar year and at the end of each calendar yearthereafter. The Board or a committee thereof may make such adjustments as itdeems appropriate in its sole discretion. In making such adjustments the Boardor a committee thereof may solicit and give consideration to the views of theCEO.
     c. Incentive Compensation. While Executive is employed by theCompany during the Term, Executive’s annual incentive compensation, if any,(“Incentive Compensation”) shall be determined by the Board or a committeethereof in its sole discretion, following the last day of each fiscal year of the Company ending during the Term. In makingsuch determinations, the
 

 

Board or a committee thereof may solicit and take intoconsideration the views of the CEO.
     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, group medicaland life insurance plans, and automobile expense reimbursement allowances.Executive shall also be afforded reasonable paid vacation time pursuant tovacation 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 June 30,2005 (the “Initial Term”); provided, however,that the Term of this Agreement may, by mutual agreement of the parties inwriting, be extended for successive one year periods (each one-year extension a“Successor Term” and together with the Initial Term referred to herein as the“Term”). In the event this Agreement is not extended at the end of the InitialTerm and thereby terminates, only paragraphs 6, 7, 8(g), 8(h), 8(i) and 11shall survive such termination. Executive understands and agrees that the Boardor a committee thereof may, in its sole discretion and without notice toExecutive, elect not to extend this Agreement and in such event not to, eitherby contract or practice, continue any of the provisions set forth herein,except for those provisions that survive termination as set forth in thisparagraph 4. Executive further acknowledges that any such decision by the Boardor a committee thereof not to extend the Term of this Agreement shall not bedeemed “Termination Without Cause” for the purposes of Section 8(d) or anyother provision of this Agreement, including, but not limited to, a“Resignation for Good Reason” under Section 9.
5. Stock Options.
Periodic stock and incentive stock option grants to Executive, if any, whileExecutive is employed by the Company during the Term shall be determined by theBoard or a committee thereof in its discretion. In the event of a terminationpursuant to paragraph 8(d) hereof or a resignation pursuant to paragraph 9hereof, all of Executive’s un-expired and unvested stock options shall becomevested on the effective date of such termination or resignation and shall beexercisable in accordance with the terms of such grants until the later of thedate set forth in such grant or the first anniversary of the Executive’stermination, but in no event beyond the expiration date 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 of his duties as an executive officer of the Company,any material
 

 

confidential information obtained by Executive while in the employof the Company with respect to the businesses of the Company or any of itssubsidiaries, including but not limited to, operations, pricing, contractual orpersonnel data, products, discoveries, improvements, trade secrets, licenseagreements, marketing information, suppliers, dealers, principles, customers,or methods of distribution, or any other confidential information thedisclosure of which knows, or in the exercise of reasonable care should know,will be damaging to the Company; provided, however, that confidentialinformation shall not include any information known generally to the public(other than as a result of unauthorized disclosure by Executive) or anyinformation so otherwise considered by the Company not to be confidential.
7. Indemnification. 
     a. The Company shall indemnify and hold harmless Executive if he is made aparty, 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, reasonableaccountants’ fees, and reasonable disbursements and costs of attachment orsimilar bonds, investigations, and any reasonable expenses of establishing aright to indemnification under the Agreement.
     c. Expenses incurred by Executive in connection with any Proceeding shallbe paid by the Company upon presentation of appropriate documentation and agiving 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 rata portionof his Incentive Compensation for such fiscal year. Such pro rata portionshall equal the product of (x) the full amount of such Incentive Compensation,and (y) a fraction, the numerator of which is the number of days in thefiscal 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 his Disability by giving to Executive written notice oftermination. In the event of any such termination pursuant to thissubparagraph 8(b), Executive shall be entitled to receive his Base Salary,payable in accordance with the Company’s customary payroll policy for itexecutives, through the last day of the twelve (12) months following the monthin which the date of termination occurred.
If in respect of the fiscal year in which Executive’s employment terminatespursuant to this subparagraph 8(b) the Board or a committee thereof determinesin its discretion that he would otherwise have been entitled to receiveIncentive Compensation under subparagraph 3(c) by reason of the operations ofthe Company during such fiscal year, Executive shall be entitled to receive apro rata 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 on account of Disability prior tothe date of termination, and the denominator of which is the total number ofdays in such fiscal year.
     c. Termination for Cause. The Company may terminate Executive’semployment hereunder at any time during the Term for Cause by giving toExecutive written notice of termination that specifies the reasons for and dateof termination. Upon any such termination for Cause under this subparagraph8(c), the Company shall pay to him his Base Salary through the date oftermination, and the Company shall have no further obligations under thisAgreement.
     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. If, in respect of the fiscal year in which Executive’s employmentterminates pursuant to this subparagraph 8(d) the Board or a committee thereofdetermines in its discretion that he would otherwise have been entitled toreceive Incentive Compensation under subparagraph 3(c) by reason of theoperations of the Company during such fiscal year, Executive shall be entitledto receive a pro rata portion of his Incentive Compensation for such year.Such pro rata portion shall equal the product of (x) the full amount of suchIncentive Compensation, and (y) a fraction, the numerator of which is thenumber of days in the fiscal year of Executive’s termination without Causeprior to the date of termination, and the denominator of which is the totalnumber of days in such fiscal year. In addition, the Company shall (i) payExecutive a severance amount equal to twelve (12) months Base Salary over thefollowing twelve (12) month period at the Company’s normal pay periods, and(ii) provide Executive, at no charge to Executive, COBRA continuation coverageunder the Company’s health insurance program for a period of twelve (12) monthsor until he has obtained substantially equivalent new coverage, asdetermined by the Board or a committee thereof in its discretion, throughsuccessor employment, whichever occurs sooner.
     e. Resignation for Other than Good Reason. Executive mayvoluntarily terminate his
 

 

employment with the Company during the Term for anyreason upon at least thirty (30) days prior written notice which specifies thedate of termination. Until the effective date of such termination, the Companyshall continue to pay him the full compensation specified in this Agreement,provided he continues to perform his duties during this period. Thereafter,the Company shall have no further obligations to him under this Agreement.This subparagraph 8(e) shall not apply to Executive’s resignation for GoodReason pursuant to paragraph 9 hereof.
     f. No Mitigation. The parties hereto acknowledge and agree that,in the event Executive’s employment with the Company is terminated pursuant tothis paragraph 8, he shall not be required to mitigate his damages byaffirmatively seeking other employment. Further, except as provided insubparagraph 8(d)(ii) above, the amount of any payment or benefit provided forin this Agreement shall not be reduced by any compensation earned by him orbenefit provided to him as the result of employment by another employer orotherwise.
     g. 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 company orentity 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 company,engaged in the research, development or commercialization of compounds, analogsor derivatives of those compounds which compete directly with those beingresearched, developed and or commercialized by the Company during the Term.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. Thisprohibition includes (i) identifying to such successor employer or its agentsor such other entity, the person or persons who have special knowledgeconcerning the Company or its inventions, processes, methods or confidentialaffairs, and (ii) commenting to Executive’s successor employer or its agents orsuch other entity about the quantity or 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 information toa prospective employer or to an executive search firm during interviewspreceding possible employment.
 

 

     h. Non-Disparagement. During the Term and thereafter, Executiveshall not communicate negatively about or otherwise disparage the Company orits products or each and any of the released parties described in subparagraph8(i) in any way whatsoever. The Company, acting in its official capacity, shallnot make any public false, disparaging or derogatory statements in connectionwith or concerning Executive’s service to the Company except as may be requiredfor truthful sworn testimony or in connection with a legal or administrativeproceeding, report, claim or dispute. In the event Executive breaches any ofthe conditions set forth herein or in any other paragraph of this Agreement,the Company shall discontinue the provision of any payment or benefits to himunder this Agreement and he shall forfeit his entitlement to any furtherpayments or benefits under this Agreement.
     i Release. In consideration of Executive’s receipt ofseverance benefits subject to and in accordance with subparagraphs 8(b)and (d) and paragraph 9 of this Agreement, Executive agrees that, uponhis first receipt and acceptance of any such benefits, he shall havereleased and forever discharged the Company, its subsidiaries andaffiliates, successors and assigns, predecessors and all of theirrespective officers, directors, employees and agents and employeebenefits plans from all claims, demands, liabilities and causes of actionarising out of facts or occurrences arising or occurring at any time upto and including the time of Executive’s termination or resignation,whether known or unknown, and the parties hereto contemplate that thisrelease shall be broadly construed.
9. Resignation for Good Reason.
If Executive has Good Reason during the Initial Term, Executive may resign atany time during the Initial Term by providing at least thirty (30) days priorwritten notice to the Company that specifies the reason for, and the effectivedate of, his resignation. If Executive resigns during the Initial Term forGood Reason, such resignation shall be deemed a Termination without Cause undersubparagraph 8(d) hereof and Executive shall receive the compensation andbenefits provided under subparagraph 8(d) hereof as if he had been terminatedwithout Cause.
10. Definitions.
     a. *“Cause”*shall mean Executive’s (i) habitual drunkenness or drugaddiction or failure materially to perform and discharge his duties andresponsibilities hereunder, (ii) misconduct that is materially andsignificantly injurious to the Company, (iii) conviction of a felony involvingthe personal dishonesty of Executive or moral turpitude, (iv) conviction of anycrime or offense involving the property of the Company, or (v) breach of thisAgreement
     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 a substantial portion ofany three-month period of the Term. Any questions as to the existence orextent of illness or incapacity of Executive, upon which the Company andExecutive cannot agree, shall be determined by a qualified independentphysician selected by the Company and approved by the Executive. Thedetermination of such physician certified in writing to the Company and to theExecutive shall be final and conclusive for all purposes of this Agreement.For purposes of the disability provisions of this Agreement, if the Executiveis
 

 

unable to act on his own behalf due to incapacity, any person legallyauthorized to do so may act on the Executive’s behalf.
     c. *“Good Reason”*shall mean the occurrence of any of the following eventsduring the Initial Term: (A) the assignment to Executive of any dutiesinconsistent in any material respect to Executive’s position, authority, dutiesor responsibilities as of the commencement of the Term or any other action bythe Company which results in a diminution in any material respect in suchposition, duties or responsibilities, excluding for this purpose an isolatedand inadvertent action not taken in bad faith that is remedied by the Companypromptly after receipt of written notice thereof given by Executive; (B) areduction by the Company in Executive’s annual Base Salary as in effect on thedate hereof; (C) the Company’s requiring Executive to be based at any office orlocation that is more than fifty (50) miles from Executive’s office or locationas of the commencement of the Term; (D) the failure by the Company to continueto provide Executive with benefits substantially similar to those enjoyed byhim under any of the Company’s pension, life insurance, medical, health andaccident, disability or other welfare plans in which he was participating as ofthe commencement of the Term, 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.
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 or entitywith which the Company may be merged or otherwise combined and, in the case ofExecutive, his estate or other legal representatives.
     b. No Assignment of Benefits. Except as otherwise provided hereinor 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 without limitationexecution, levy, garnishment, attachment, pledge or in any manner; no attemptedtransfer thereof shall be effective.
     c. Governing Law. This Agreement shall be governed as to itsvalidity, interpretation and effect by the laws of the State of Maryland,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 unenforceable forany 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 to theextent necessary to make it (them) valid, legal, and enforceable.
 

 

     e. Withholding. All amount payable hereunder shall be paid net ofany applicable withholding required under federal, state or local laws and anyadditional withholding to which Executive has agreed.
     f. Entire Agreement; Amendments. This Agreement constitutes theentire Agreement and understanding of the Company and Executive with respect tothe terms of Executive’s employment with the Company and supersedes all priordiscussions, understandings and agreements with respect thereto except to thoseagreements relating to the assignment of patents and inventions and a CombinedNon-disclosure and Patent Employee Agreement to which Executive acknowledgessigning 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 such provisionor right or any other provision of this Agreement.
     i. Notice. Any notice or communication required or permitted underthis Agreement shall be made in writing and shall be delivered by hand, ormailed by registered or certified mail, return receipt requested, first callpostage prepaid, addressed as follows:
If to Executive:
Dane Saglio