Exhibit 10.11


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (the
“Agreement”) is entered into this 15th day of May 2006 (the “Effective
Date”), between DR. RONALD C. NEWBOLD, whose
principal residence is located at 20 Hillcrest Road, Martinsville, New Jersey
08836 (the “Executive”), and CELLDEX THERAPEUTICS, INC., with its principal place of business
located at 222 Cameron Drive, Suite 400, Phillipsburg, New Jersey 08865
(the “Company”) (collectively, the Executive and the Company shall be referred
to as the “Parties”).  In consideration
of the mutual promises and agreements contained herein, the Parties agree as
follows:


 


1.             PURPOSE.  The Company desires to avail itself of the
services of the Executive as its Vice President – Business Development, and the
Executive desires to provide such services in accordance with the terms of this
Agreement.  The Parties agree that the
duties and obligations expected of the Executive and of the Company are as set
forth in this Agreement.


 


2.             EFFECTIVE DATE AND
TERM.  This Agreement shall be
effective, and its term (the “Term”) shall commence as of the Effective
Date.  The Term shall continue through
and until May 14, 2007 (the “Initial Term”), unless terminated sooner as
provided by this Agreement or extended by the Parties.  The Term shall be automatically renewed for
successive periods of one year each (each, a “Renewal Term”), unless either
Party gives to the other written notice of intent not to renew at least ninety
(90) days prior to the expiration of the Initial Term or any Renewal Term.


 


3.             COMPENSATION.


 


A.            Salary.  During the Term the Company shall pay or
cause to be paid to the Executive, in bi-weekly installments, a salary of
$212,500 per annum or such greater amount as may from time to time be
determined by the Compensation Committee of the Board of Directors (the “Board”)
of the Company (the “Base Salary”).  The
Base Salary shall be reviewed annually by the Board and, if appropriate, may be
increased.  In addition, the Executive
may receive annual bonuses of up to 25% of Executive’s Base Salary payable from
time to time under this Section 3A in the event certain specified
objectives to be agreed upon by the Compensation Committee of the Board and the
Executive are met.


 


B.            Expenses.  The Company shall reimburse the Executive,
within thirty days of voucher, the amount of all travel, hotel, entertainment
and other expenses (properly vouched) reasonably incurred by the Executive in
furtherance of his duties under this Agreement.


 


C.            Benefits.


 


(1)          Vacation.  The Executive shall be entitled to twenty
(20) business days of vacation each year. 
The Executive shall be entitled to carry any unused vacation days over
to the next calendar year.  However, in
no event will Executive’s accrued but unused vacation exceed 40 days.


 


(2)          Holidays.  The Executive shall be entitled to all
holidays generally provided to other employees of the Company.


 

















 


(3)          Life Insurance.  During the Term, the Company shall, upon
proof of insurability, purchase, or cause to be purchased, a policy or policies
insuring the life of the Executive payable to the Executive’s designated
beneficiary(s) at least equal to that life insurance generally provided to
other executive employees of the Company.


 


(4)          Medical Insurance.  During the Term, the Company shall acquire
and pay for, or reimburse the Executive for, hospitalization, dental, major
medical, or other health insurance for the benefit of the Executive and his
dependents at least equal to that generally provided other executive employees
under the Company’s group health insurance plan(s).


 


(5)          Sick Leave/Disability.  During any period in which the Executive is
absent from work as a result of personal injury, sickness or other disability,
the Board may, by majority vote, appoint an Acting Vice President – Business
Development to serve for the duration of the Executive’s absence.  The Company shall, while such period
continues or for 180 days, whichever is a shorter period, pay the Executive his
full Base Salary.  The Executive will
also be entitled to additional disability benefits at least equal to that which
is generally provided to other executive employees after the Effective Date.


 


(6)          Directors’ and Officers’
Liability Insurance.  During the
Term, the Company shall acquire and pay for, or reimburse the Executive for,
directors’ and officers’ liability insurance for the benefit of the Executive
at least equal to that generally provided to other executive officers of the
Company.


 


(7)          Other Benefits.  The Executive shall be entitled to
participate in any equity incentive, pension, retirement or other qualified
plans adopted by the Company for the benefit of its employees, including, but
not limited to, the Company’s stock option plans and the Company’s tax
qualified 401(k) cash or deferred compensation plans.


 


D.            Stock
Options.  Upon the
Effective Date, the Company shall grant to the Executive options (the “Options”)
to purchase 150,000 shares (the “Option Amount”) of the Company’s common stock,
par value $.01 per share (the “Common Stock”). The Options shall have an
initial exercise price equal to $5.00 per share. All Options shall be issued
under the Company’s 2005 Equity Incentive Stock Plan (the “Plan”), as
amended.  Options representing 37,500
shares, or one-fourth (1/4th) of the Option Amount, shall vest and
become exercisable on the first anniversary of the Effective Date and Options
representing 3,125 shares, or one forty-eighth (1/48th) of the
Option Amount, shall vest and become exercisable on the last day of each full
month thereafter.  The Company and the
Executive shall execute appropriate stock option agreements evidencing such
grants.


 


E.            Duties.  During the Term, the Executive shall be Vice
President – Business Development of the Company, shall perform such duties as
the Company may reasonably require and shall use his best efforts to carry into
effect the directions of the President of the Company.


 


F.            Representation.  During the Term, the Executive shall well and
faithfully serve the Company and use his best efforts to promote the interests
of the Company.  The 


 


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Executive shall at all times give the Company the full
benefit of his knowledge, expertise, technical skill and ingenuity in the
performance of his duties and exercise of his powers and authority as Vice President – Business Development.  In particular, but without limiting the
generality thereof, the Executive shall give to the President  such information regarding the affairs of the
Company as the President shall require and the Executive shall at all times
conform to the reasonable instructions or directions of the President.


 


G.            Time
Devoted by Executive. 
The Executive agrees to devote substantially all his time and attention
during business hours and such additional time and attention as may reasonably
be required to perform his duties hereunder. 
It shall not be a violation of this Agreement for the Executive to (a) serve
on corporate, civic or charitable boards or committees, (b) deliver
lectures, fulfill speaking engagements or teach at educational institutions, (c) manage
personal investments, or (d) engage in activities permitted by the
policies of the Company or as specifically permitted by the Company, so long as
such activities do not significantly interfere with the full time performance
of the Executive’s responsibilities in accordance with this Agreement.


 


H.            Place of Business.  During the Term of this Agreement, the
Executive’s place of work shall be the Company’s principal place of business
set forth above, traveling from time to time as required for the effective
execution of his duties hereunder.


 


4.             RESTRICTIONS ON THE
EXECUTIVE.


 


A.            Non-Disclosure
of Confidential Information.  All information learned or developed by the
Executive during the course of his employment by the Company will be deemed “Confidential
Information” under the terms of this Agreement. 
Examples of Confidential Information include, but are not limited to,
business, scientific and technical information owned or controlled by the
Company, including the Company’s business plans and strategies; business
operations and systems; information concerning employees, customers, partners
and/or licensees; patent applications; trade secrets; inventions; ideas;
procedures; formulations; processes; formulae; data and all other information
of any nature whatsoever which relate to the Company’s business, science,
technology and/or products.  In addition,
Confidential Information shall include, but not be limited to, all information
which the Company may receive from third parties.  The Executive will not disclose to any person
at any time or use in any way, except as directed by the Board, either during
or after the employment of the Executive by the Company, any Confidential
Information.  The foregoing restrictions
shall not apply to information which is or becomes part of the public domain
though no act or failure to act by the Executive.


 


In addition to the
foregoing, in the process of the Executive’s employment with the Company, or
thereafter, under no condition is the Executive to use or disclose to the
Company, or incorporate or use in any of his work for the Company, any
confidential information imparted to the Executive or with which he may have
come into contact while in the employ of his former employer(s).


 


B.            Inventions.  The term “Invention” means any invention,
discovery, improvement, apparatus, implement, process, compound, composition or
formula, whether or not


 


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patentable, conceived or reduced to practice, in whole
or in part, by the Executive (alone, or jointly with others) during any term of
his employment by the Company and twelve (12) months thereafter which directly
or indirectly relates to the business, science, technology or products of the
Company and /or any Confidential Information. 
The Executive will keep, on behalf of the Company, complete, accurate,
and authentic accounts, notes, data, and records (“Records”) of each and every
Invention, which Records will, at all times, be the property of the
Company.  The Executive will comply with
the directions of the Company with respect to the manner and form of keeping or
surrendering Records and will surrender to the Company all Records at the end
of the Executive’s term of employment by the Company.


 


Each Invention will be the sole and exclusive property
of the Company. The Executive will, at the request of the Company, make
application in due form for United States letters patent and foreign letters
patent (each, a “Patent”) on any Invention and execute any necessary documents
in connection with the Patents.  The
Executive will assign and transfer to the Company all right, title, and
interest of the Executive in any Patents or Patent applications.  The Executive agrees to cooperate with any
actions necessary to continue, renew or retain the Patents.  The Company will bear the entire expense of
applying for and obtaining the Patents.


 


For twelve (12) months after the termination of the
Term of the Executive’s employment by the Company, the Executive will not file
any applications for Patents on any Invention other than those filed at the
request of and on behalf of the Company.


 


The Executive, as a condition of his employment,
hereby represents that, to the best of his knowledge, there is not as of the
date of this Agreement any agreement or obligation outstanding with or to any
of his former employers or other party, which would restrict, limit or in any
way prohibit all or any portion of his work or employment, nor is there in his
possession any confidential information used by any of his former employers or
any other party (except as may have been revealed in generally available
publications or otherwise made publicly available).


 


C.            Non-Competition; Non-Solicitation.


 


(1)           Non-Competition.  During the Term, without the consent of the
Conflict of Interest Committee of the Board, the Executive may not directly or
indirectly engage in, or have any interest in, any business (whether as
employee, officer, director, agent, a five percent (5%) or greater security
holder, creditor, consultant, or otherwise) that competes directly with the
business of the Company (as such business may exist during the Term).


 


(2)           Non-Solicitation of
Orders.  During the Term, and
thereafter as specifically provided in Subsection 5.B.(2) or 5.D.(2), the
Executive shall not, whether for himself or on behalf of any other person or
company, directly or indirectly, solicit orders for the creation of antibodies
in transgenic animals from any person or company, who at any time within the
three years prior to the end of the Term was a licensee, collaborator or
customer of the Company.


 


(3)           Non-Solicitation of Employees.  During
the Term, and thereafter as specifically provided in Subsection 5.B.(2) or
5.D.(2), the Executive shall not, directly or


 


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indirectly induce or solicit any other employee of the
Company to terminate his or her employment with the Company for the purpose
of  joining another company in which the
Executive has an interest (whether as an employee, officer, director, agent, a
five percent (5%) or greater security holder, creditor, consultant, or
otherwise).


 


D.            Breach.  The Executive acknowledges that there may be
circumstances in which his breach of any covenant set forth in this Section 5.
could cause harm to the Company which may not be compensable by monetary
damages alone, and which could potentially entitle the Company to injunctive
relief.  However, by acknowledging this
possibility, the Employee is not agreeing to waive his right to require the
Company to meet its evidentiary burdens as required by law in any cause of
action brought by the Company seeking such injunctive relief.


 


5.             TERMINATION.


 


A.            Non-Renewal.  The provisions of this Subsection 5.A apply
if the Term is not renewed pursuant to the provisions of Section 2.


 


(1)           If the Company has
given notice of non-renewal, then upon the Executive’s “separation from service”
with the Company  (as such term is
defined for purposes of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”)), the Company shall pay the Executive his then existing
Base Salary and continue Executive’s benefits enumerated in Subsections
3.C.(3), 3.C.(4) and 3.C.(6) hereof (to the extent permitted by the
Company’s insurance carriers) for one year commencing with the day following
the final day of the Term; provided, however,
that this obligation shall be mitigated by earned income and benefits actually
received by or for the account of the Executive from alternative employment
during such one year period. If the Executive is a “specified employee” (as
such term is defined for the purposes of Section 409A of the Code), then
no salary continuation payments shall be made under this paragraph until the
date that is six months after the Executive’s separation from service, and on
such date the Executive shall receive a lump sum payment equal to the amount of
salary continuation payments the Executive would have receive during such six
month period had he not been a specified employee.  In addition, notwithstanding any provisions
of the stock option plan or stock option agreement pursuant to which any stock
options were granted, the Executive shall be entitled to exercise any of
Executive’s stock options vested as of the final day of the Term until eighteen
months from the final day of the Term or the expiration of the stated period of
the option, whichever period is the shorter.


 


(2)           At the conclusion
of the Term, all other Company obligations to the Executive as to salary and benefits
shall cease.


 


(3)           If the Executive
has given notice of non-renewal, all Company obligations to the Executive as to
salary and benefits shall cease at the conclusion of the Term.


 


B.            Termination for Cause by the Company.


 


(1)           This Agreement and
the Term may be terminated “for cause” by the Company pursuant to the
provisions of this Subsection 5.B.  If
the Board determines that “cause” exists for termination of the Executive’s
employment, written notice thereof must be given to the Executive describing
the state of affairs or facts deemed by the Board to constitute 


 


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such cause.  The
Executive shall have forty-five (45) days after receipt of such notice to cure
the reason constituting cause and if he does so, the Term shall not be
terminated for the cause specified in the notice.  During such forty-five (45) day period, the
Term shall continue and the Executive shall continue to receive his full Base
Salary, expenses and benefits pursuant to this Agreement.  If such cause is not cured to the Board’s
reasonable satisfaction within such forty-five (45) day period, the Executive
may then be immediately terminated by a majority vote of the Board excluding
the Executive if the Executive is then a member of the Board.  For purposes of this Agreement, the words “for
cause” or “cause” shall be limited to actions on the part of the Executive
which constitute gross negligence or willful misconduct in the performance or
non-performance of the Executive’s duties or a material breach of this
Agreement by the Executive so long as such material breach is not caused by the
Company.  The duties, powers and
authority of the Executive may also, on a majority vote of the Board excluding the
Executive if the Executive is then a member of the Board, be suspended for a
reasonable period of time, but with a continuation of the Executive’s full Base
Salary, expenses and benefits pursuant to this Agreement, while a determination
is made as to whether cause for termination exists.


 


(2)           In the event the
Term is terminated by the Company for cause, the provisions of Subsections
4.C.(1), 4.C.(2) and 4.C.(3) shall continue to apply for one year
after the conclusion of the Term.


 


(3)           In the event the
Term is terminated by the Company for cause, the Executive’s entire right to
salary and benefits hereunder (with the exception of salary and benefits
accrued prior to termination) shall cease upon such termination.


 


C.            Termination Without Cause by the Company or
for Good Reason by the Executive.


 


(1)           The Company shall
have the right to terminate the Term without cause on ninety (90) days written
notice to the Executive.


 


(2)           The Executive shall
have the right to terminate the Term for good reason on thirty (30) days
written notice to the Company.  For
purposes of this Agreement, the words “for good reason” or “good reason” shall
be limited to the following actions by the Company without the Executive’s
express written consent:  (a) the
assignment to the Executive of any duties or responsibilities that results in a
material diminution in the Executive’s position or function; provided, however, that a change in the Executive’s title or
reporting relationships shall not provide the basis for a termination with good
reason; (b) a relocation of the Executive’s business office to a location
more than fifty (50) miles from the location at which the Executive performs
duties as of the Effective Date, except for required travel by the Executive on
the Company’s business to an extent substantially consistent with the Executive’s
business travel obligations as of the Effective Date; or (c) a material
breach by the Company of any provision of this Agreement or any other material
agreement between the Executive and the Company concerning the terms and
conditions of the Executive’s employment. 
Such a termination by the Executive for good reason shall not be
considered a resignation by the Executive pursuant to Subsection 5.D.(1).


 


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(3)           In the event the
Term is terminated pursuant to Subsection 5.C.(1) or 5.C.(2), then upon
the Executive’s “separation from service” with the Company (as such term is
defined for purposes of Section 409A of the Code), the Company shall pay
the Executive his then existing Base Salary and continue Executive’s benefits
enumerated in Subsections 3.C.(3), 3.C.(4) and 3.C.(6) hereof (to the
extent permitted by the Company’s insurance carriers) for one year commencing
with the day following the effective date of the termination of the Term. If the
Executive is a “specified employee” (as such term is defined for purposes of Section 409Aof
the Code), then no salary continuation payments shall be made under this
paragraph until the date that is six months after the Executive’s separation
from service, and on such date the Executive shall receive a lump sum payment
equal to the amount of salary continuation payments the Executive would have
received during such six months had he not be a specified employee.   In addition, notwithstanding any provisions
of the stock option plan or stock option agreement pursuant to which any stock
options were granted, the Executive shall be entitled to exercise any of
Executive’s stock options vested as of the final day of the Term until eighteen
months from the final day of the Term or the expiration of the stated period of
the option, whichever period is the shorter.


 


D.            Resignation by the Executive.


 


(1)           The Executive shall
have the right to terminate the Term, by way of resignation, upon ninety (90)
days’ written notice to the Company.  A
termination by the Executive for good reason pursuant to Subsection 5.C.(2) shall
not be considered a resignation pursuant to this Subsection 5.D.(1).


 


(2)           In the event the
Term is terminated pursuant to Subsection 5.D. (1), the provisions of
Subsections 4.C. (1), 4.C.(2) and 4.C.(3) shall continue to apply for
one year after the conclusion of the Term.


 


(3)           In the event the
Term is terminated pursuant to Subsection 5.D.(1), the Executive’s entire right
to salary and benefits hereunder shall cease at the effective date of the
termination of the Term.


 


E.            Termination Upon Change in Control.


 


(1)           For the purposes of
this Agreement, a “Change in Control” shall mean any of the following events:


 


(a)           An acquisition
(other than directly from the Company) of any voting securities of the Company
(the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined
below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”))
which results in such Person first attaining “Beneficial Ownership” (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty-one percent
(51%) or more of the combined voting power of the Company’s then outstanding
Voting Securities.  For purposes of the
foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an
employee benefit plan (or a trust forming a part thereof) maintained by (x) the
Company or (y) any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is 


 


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owned directly or indirectly by the Company (a “Subsidiary”),
or (ii) the Company or any Subsidiary.


 


(b)           The individuals
who, as of the date of this Agreement, were members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least 66 2/3% of the Board; provided, however, that if the election, or a nomination for
election by the Company’s shareholders, of any new director was approved by a
vote of at least 66 2/3% of the Incumbent Board, such new director shall be
considered as a member of the Incumbent Board; provided
further, however, that no individual shall be considered a member of
the Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened “Election Contest” (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
the proxies or consents by or on behalf of a Person other than the Board (a “Proxy
Contest”) including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or


 


(c)           The consummation of
a transaction approved by the Company’s shareholders and involving:  (1) a merger, consolidation or
reorganization in which the Company is a constituent corporation, unless (i) the
shareholders of the Company, immediately 
before such merger, consolidation or reorganization, own, directly or
indirectly immediately following such merger, consolidation or reorganization,
at least sixty-six and two-thirds percent (66-2/3%) of the combined voting
power of the outstanding voting securities of the corporation resulting from
such merger, consolidation or reorganization (the “Surviving Corporation”) in
substantially  the same proportion as
their ownership of the voting securities immediately before such merger,
consolidation or reorganization, (ii) the individuals who were members of
the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
66 2/3% of the members of the board of directors of the Surviving Corporation,
and (iii) no Person other than (w) the Company, (x) any
Subsidiary, (y) any employee benefit plan (or any trust forming a part
thereof) maintained by the Company, the Surviving Corporation or any
Subsidiary, or (z) any Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership of fifty-one percent
(51%) or more of the then outstanding Voting Securities, has Beneficial
Ownership of fifty-one percent (51%) or more of the combined voting power of
the Surviving Corporation’s then outstanding voting securities (a transaction
described in clauses (i) and (ii) shall herein be referred to as a “Non-Control
Transaction”); (2) a complete liquidation or dissolution of the Company;
or (3) an agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Subsidiary).


 


(d)           Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because the
level of Beneficial Ownership held by any Person (the “Subject Person”) exceeds
the designated percentage threshold of the outstanding Voting Securities as a
result of a repurchase or other acquisition of Voting Securities by the Company
reducing the number of shares outstanding, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Company, and after such share
acquisition, the Subject Person becomes the Beneficial Owner of any additional
Voting Securities which, assuming the repurchase or other acquisition had not
occurred, increases the percentage of the then outstanding Voting Securities
Beneficially Owned 


 


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by the Subject Person over the designated percentage
threshold, then a Change in Control shall occur.


 


(2)           The Executive shall
have the right to terminate this Agreement, for any reason, on thirty (30) days’
written notice to the Company in the event of a Change in Control; provided, however, that such termination right must be
exercised by the Executive within one year following such Change in
Control.  Any termination of the Term by
the Company within one year following a Change in Control shall be deemed a
termination by the Executive pursuant to the preceding sentence.


 


(3)           In the event the
Term is terminated by the Executive pursuant to Subsection 5.E.(2) for any
reason, the Company shall provide the Executive the following benefits:


 


(a)           Amount:  In addition to all compensation for services
rendered by Executive to the Company up to the date of termination, the Company
shall pay to Executive, no later than the date of such termination, a single
lump-sum payment in an amount equal to (i) twelve times Executive’s
highest monthly base compensation paid hereunder during the preceding
twenty-four month period, plus (ii) the Executive’s average annual bonus
received by the Executive during the preceding twenty-four month period.


 


(b)           Benefits:  In addition to the payment described above,
the Company shall continue to provide to Executive all benefits provided under
Subsections 3.C.(3), 3.C.(4) and 3.C.(6) hereof (to the extent
permitted by the Company’s insurance carriers) for a period of twenty-four
months after termination.


 


(c)           Acceleration of
Options:  All of the Executive’s
outstanding options and/or equity awards shall become fully and immediately
vested to the extent not already so provided under the terms of such options
and equity awards.  Notwithstanding any
provisions of the stock option plan or stock option agreement pursuant to which
any stock options subject to the preceding sentence were granted, the Executive
shall be entitled to exercise such options until three years from the date of
termination of employment or the expiration of the stated period of the option,
whichever period is the shorter.


 


(d)           Golden Parachute
Payment Provisions:  If any payment
or benefit the Executive would receive pursuant to a Change in Control from the
Company or otherwise (“Payment”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the “Code”), and (ii) but for this sentence, be subject to the
excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then
such Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (x) the
largest portion of the Payment that would result in no portion of the Payment
being subject to the Excise Tax or (y) the largest portion, up to and
including the total, of the Payment, whichever amount, after taking into
account all applicable federal, state and local employment taxes, income taxes,
and the Excise Tax (all computed at the highest applicable marginal rate),
results in the Executive’s receipt, on an after-tax basis, of the greater
amount of the Payment notwithstanding that all or some portion of the Payment
may be subject to the Excise Tax. If a reduction in payments or benefits
constituting “parachute payments” is necessary so that the 


 


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Payment equals the Reduced Amount, reduction shall
occur in the following order unless the Executive elects in writing a different
order (provided, however, that such election
shall be subject to Company approval if made on or after the effective date of
the event that triggers the Payment): reduction of cash payments; cancellation
of accelerated vesting of stock options or equity awards; reduction of employee
benefits.  In the event that acceleration
of vesting of stock option or equity award compensation is to be reduced, such
acceleration of vesting shall be cancelled in the reverse order of the date of
grant of the Executive’s stock options or equity awards unless the Executive
elects in writing a different order for cancellation.


 


The accounting firm engaged by the Company for general
audit purposes as of the day prior to the effective date of the Change in
Control shall perform the foregoing calculations.  If the accounting firm so engaged by the
Company is also serving as accountant or auditor for the individual, entity or
group effecting the Change in Control, the Company shall appoint a nationally
recognized accounting firm to make the determinations required hereunder.  The Company shall bear all expenses with
respect to the determinations by such accounting firm required to be made
hereunder.


 


The accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting
documentation, to the Company and the Executive within fifteen (15) calendar
days after the date on which the Executive’s right to a Payment is triggered
(if requested at that time by the Company or the Executive) or such other time
as requested by the Company or the Executive. 
If the accounting firm determines that no Excise Tax is payable with
respect to a Payment, either before or after the application of the Reduced
Amount, it shall furnish the Company and the Executive with an opinion
reasonably acceptable to the Executive that no Excise Tax will be imposed with
respect to such Payment.  Any good faith
determinations of the accounting firm made hereunder shall be final, binding
and conclusive upon the Company and the Executive.


 


F.            Termination for Disability.


 


(1)           Should the
Executive be absent from work as a result of personal injury, sickness or other
disability as provided for in Subsection 3.C.(5) for any continuous period
of time exceeding one hundred eighty (180) days, the Term may be terminated by
the Company, upon written notice given to the Executive, because of the
Executive’s disability.


 


(2)           In the event the
Term is terminated pursuant to Subsection 5.F.(1), then, following such
Termination, the Executive shall continue to be entitled to benefits pursuant
to Subsections 3.C.(3), 3.C.(4) and 3.C.(6) hereof (to the extent
permitted by the Company’s insurance carriers) for one hundred eighty (180)
days after the conclusion of the Term. 
In addition, notwithstanding any provisions of the stock option plan or
stock option agreement pursuant to which any stock options were granted, the
Executive shall be entitled to exercise any of Executive’s stock options vested
as of the final day of the Term until eighteen months from the final day of the
Term or the expiration of the stated period of the option, whichever period is
the shorter.


 


G.            Termination
Upon Death.  If not
earlier terminated, the Term shall terminate upon the death of the Executive
and the Company shall have no further obligation to 


 


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the Executive or his estate except to pay the
Executive’s estate any Base Salary accrued but remaining unpaid prior to his
death, any expenses accrued but remaining unpaid prior to his death, and any
benefits accrued but remaining unpaid prior to his death.  In addition, the Company shall continue for
the benefit of Executive’s dependents Executive’s benefits enumerated in
Subsections 3.C.(4) and 3.C.(6) hereof (to the extent permitted by
the Company’s insurance carriers) for two years commencing with the day
following Executive’s death.  In
addition, notwithstanding any provisions of the stock option plan or stock
option agreement pursuant to which any stock options were granted, the
Executive shall be entitled to exercise any of Executive’s stock options vested
as of the final day of the Term until eighteen months from the final day of the
Term or the expiration of the stated period of the option, whichever period is
the shorter.


 


H.            COBRA.  If the Company continues benefits for
Executive and his dependents pursuant to Subsection 5.A, 5.C, 5.E, 5.F or 5.G,
Executive and his dependents, as applicable, shall, upon the request of the
Company, be required to elect to receive such continued coverage under the
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”), and any analogous state law, and the Company’s provision of
such continued coverage for all purposes shall be considered continuation
coverage under COBRA and any analogous state law.  In the event Executive is required to make an
election pursuant to the preceding sentence, the Company will reimburse the
Executive for his COBRA and any analogous state law costs incurred during the
periods set forth in Subsection 5.A, 5.C, 5.E, 5.F or 5.G, as applicable,
unless and until Executive becomes a full-time employee of another entity.


 


6.             MISCELLANEOUS.


 


A.            Notices.  All notices, requests, demands, claims, and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, telecopied, sent by electronic mail
promptly confirmed by telecopy, sent by internationally recognized overnight
courier or mailed by registered or certified mail (return receipt requested),
postage prepaid, to the Parties at the following addresses (or at such other
address for a Party as shall be specified by like notice):


 


                If to the Company,
to:


 


	
  Celldex Therapeutics, Inc.

  
	
  222 Cameron Drive

  
	
  Suite 400

  
	
  Phillipsburg, NJ 08865

  
	
  Telephone:

  	
  908-454-7120

  
	
  Facsimile:

  	
  908-454-1911

  
	
  Attention:

  	
  Corporate
  Secretary

  



 


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with copies to:


 


	
  Dwight A. Kinsey, Esq.

  
	
  Satterlee Stephens Burke & Burke
  LLP

  
	
  230 Park Avenue

  
	
  New York, New York 10169

  
	
  Telephone: 

  	
  212-818-9200

  
	
  Facsimile:

  	
  212-818-9606

  



 


If to the Executive, to:


 


	
  Dr. Ronald
  C. Newbold

  
	
  20
  Hillcrest Road

  
	
  Martinsville,
  New Jersey 08836

  
	
  Telephone:  732-356-9028

  
	
  Facsimile:  732-356-5859

  
	
  Mobile:  908-705-2571

  



 


All such notices
and other communications shall be deemed to have been given and received (i) in
the case of personal delivery, on the date of such delivery, (ii) in the
case of delivery by telecopy, on the date of such delivery, (iii) in the
case of delivery by electronic mail, on the date of delivery of the confirming
telecopy, (iv) in the case of delivery by internationally recognized
overnight courier, on the second Business Day following the date when sent and (v) in
the case of mailing, on the fifth Business Day following such mailing.


 


B.            Disability.  The Company acknowledges its obligations
under state and federal law to provide reasonable accommodations to the
Executive in the event of a disability, and nothing in this Agreement is
intended to relieve the Company of that responsibility.


 


C.            Binding
Effect.  This
Agreement shall be binding upon and inure to the benefit of the Parties hereto
and their respective heirs, personal representatives, successors and assigns,
provided that neither Party shall assign any of its rights or privileges
hereunder without the prior written consent of the other Party except that the
Company may assign its rights hereunder to a successor in ownership of all or
substantially all the assets of the Company.


 


D.            Severability.  Should any part or provision of this
Agreement be held unenforceable by a court of competent jurisdiction, the
validity of the remaining parts or provisions shall not be affected by such
holding, unless such enforceability substantially impairs the benefit of the
remaining portions of the Agreement.


 


E.            Waiver.  No failure or delay on the part of either
Party in the exercise of any right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
privilege preclude other or further exercise thereof or of any other right of
privilege.


 


12

















 


F.            Captions.  The captions used in this Agreement are for
convenience only and are not to be used in interpreting the obligations of the
Parties under this Agreement.


 


G.            Choice
of Law.  The
validity, construction and performance of this Agreement and the transactions
to which it relates shall be governed by the laws of the State of New Jersey,
without regard to choice of laws provisions, and the Company and the Executive
irrevocably consent to the exclusive jurisdiction and venue of the federal and
state courts located within New Jersey, and courts with appellate jurisdiction
therefrom, in connection with any matter based upon or arising out of this
Agreement.


 


H.            Entire
Agreement.  This
Agreement embodies the entire understanding of the Parties as it relates to the
subject matter contained herein and as such, supersedes any prior agreement or
understanding between the Parties relating to the terms of employment of the
Executive.  No amendment or modification
of this Agreement shall be valid or binding upon the Parties unless in writing
executed by the Parties.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the day and year
first written above.


 


	
   

  	
  CELLDEX
  THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Dr. Robert F. Burns

  	
   

  
	
   

  	
        Dr. Robert
  F. Burns

  
	
   

  	
        President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
      /s/
  Dr. Ronald C. Newbold

  	
   

  
	
   

  	
        Dr. Ronald
  C. Newbold

  



 


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