exv10w1



 





Exhibit 10.1









Bozena Korczak, Ph.D.

60 Southport Street, Suite 413

Toronto, ON M6S 3N4




November 5, 2007



Dear Bozena,



I am very pleased to offer you the position of Vice President Drug Development with PolyMedix. In
this capacity you will report directly to me, President and C.E.O. Your efforts will be key to
PolyMedix’s success.



The principle elements of your offer are as follows:




	 	1.	 	Commencement Date: Your position, as a regular full-time employee, will be
effective November 12, 2007, provided all appropriate documentation has been submitted in
accordance with all immigration and naturalization laws. This position is an integral part
of our team and it is anticipated that the position will be needed indefinitely.
	 
	 	2.	 	Duties and Responsibilities: In the future as PolyMedix and its organizational
structure evolve, your reporting relationships may change. You shall perform such duties
as are consistent with your position. Specifically, initially your responsibilities will be
to manage toxicology, formulation, manufacturing, and CMC (chemistry/manufacturing/controls) activities, and preparation of IND submissions. You
agree to use your best efforts to perform such duties faithfully, and while you remain
employed, not to engage in any other business activity that is in conflict with your duties
and obligations to the Company.
	 
	 	3.	 	Compensation. You will receive an initial annual salary of $230,000 per year;
paid monthly. You will receive annual performance appraisals and will discuss annual
objective with your supervisor. You will be eligible for increases in compensation based on
your and the Company’s performance.
	 
	 	4.	 	Stock Options.  Subject to approval by the Board of Directors, you will be
granted 250,000 stock options. These Stock Options shall vest monthly over a three year
period following their grant date.
	 
	 	 	 	You may be qualified for additional options during the time of your employment. These
options are considered performance options and will be awarded and determined by the Board
of Directors.
	 
	 	5.	 	Bonus. You will be eligible for a bonus targeted at 25% of base salary. A
specific plan will be developed within the first 30 days of your employment detailing
goals, objectives and the incentives tied to those goals.




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	 	6.	 	Relocation. To assist you with your relocation from Toronto, Canada, PolyMedix
will provide you with a sign-on bonus in the gross amount of $30,000. You will be
responsible for any and all income and other taxes that may be applicable to or payable on
this sign-on amount. PolyMedix will suggest a relocation company to you to help manage your
relocation; however, you are not required to use the services of this company. If you
should voluntarily resign your employment with PolyMedix within 12 months of your start
date, or if you are terminated for Cause, you agree to repay to PolyMedix the amount of
this sign-on relocation bonus and PolyMedix may withhold from wages payable the partial or
total repayment of the sign-on bonus.
	 
	 	7.	 	Benefits. You will be provided with such retirement benefits, fringe benefits
and insurance coverages as are made available to employees of the Company. You will be
eligible for these benefits on the first of the month following your hire date.
	 
	 	8.	 	Time Away From Work. PolyMedix currently recognizes eleven (12) annual paid
holidays including New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day,
July 4th, Labor Day, Thanksgiving Day, the day following Thanksgiving Day,
Christmas Day and three (3) floating days to be used at your discretion. In addition, you
will be granted twenty (20) annual discretionary days of paid vacation, which will accrue
monthly. PolyMedix reserves the right to request deferral of discretionary vacation time
within the annual period to meet business demands of the Company. Annual vacation time
accrues at a rate of 1.67 days per month of service and up to five (5) days can carryover
beyond a calendar year. PolyMedix reserves the right to change this vacation policy at any
time.
	 
	 	9.	 	Termination. You will be free to resign from the Company at any time, and the
Company will be free to terminate your employment at any time. Upon any such termination
or resignation, you will be entitled to any amounts earned and payable but not yet paid. In
addition, if the Company terminates your employment other than for “cause” or other than by
reason of your “disability”, then, in lieu of any other severance benefits otherwise
payable under any Company policy, or any other damages payable in connection with such
termination, you will be entitled to (i) full vesting of stock options and restricted stock
awards previously granted to you, (ii) continued cash payments equal to your base salary
for 12 months. Your right to such payments, vesting and/or grants and benefits pursuant to
the preceding sentence shall be conditional upon your execution of a customary release of
all claims against the Company and its affiliates and representatives in a form
satisfactory to the Company. You acknowledge that if your employment terminates (i) by
reason of your death, (ii) by the Company on account of your “disability”, (iii) by the
Company for “cause”, you will not be entitled to such payments, vesting and/or grants. For
purposes of this paragraph 7, the following terms shall have the meanings set forth below:
	 
	 	 	 	“Cause” means a finding by the Company that (i) you have committed any act of willful
misconduct, including fraud, in connection with your employment with the Company; (ii) you
materially breach any provision of this Letter Agreement or the Confidentiality and
Inventorship Agreement; (iii) you fail, refuse or neglect (other than by reason of a




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	 	 	 	physical or mental impairment) to timely perform any material duty or obligation under this
Letter Agreement or to comply with any lawful directive of the President & C.E.O.; (iv) you
violate any law, rule, regulation or by-law of any governmental authority (state, federal or
foreign), applicable to the Company or its affiliates or any material general policy of the
Company or its affiliates; (v) you commit an act involving moral turpitude, dishonesty,
fraud or breach of the Company’s Code of Professional Ethics or Operating Guidelines in the
course of your employment with the Company; or (vi) you are convicted of a crime that
constitutes a felony.






“Disability” means a finding by the Company that you have been unable to perform your job
functions by reason of a physical or mental impairment for a period of 90 consecutive days
or any 90 days within a period of 180 consecutive days.




	 	10.	 	Confidential Information. You acknowledge and agree that confidential
information, obtained by you while employed by the Company, or any of its subsidiaries
concerning the business affairs of the Company or any subsidiary of the Company are the
property of the Company or such subsidiary (hereinafter, “Confidential Information”). You
agree to sign and abide by Confidential Disclosure, Inventorship, Guiding Principles, and
Code of Professional Ethics agreements as will be required by the Company of all employees.
Consequently, you agree that, except to the extent required by applicable law, statute,
ordinance, rule, regulation or orders of courts or regulatory authorities, you shall not at
any time (whether during or after the your employment) disclose to any unauthorized person
or use for your own account any Confidential Information without the prior written consent
of the Company, unless and to the extent that the aforementioned matters are or become
generally known to and available for use by the public other than as a result of your acts
or omissions to act or as required by law. You shall deliver to the Company at the
termination of your employment, or at any other time the Company may request, all
memoranda, notes, plans, records, reports, computer tapes and software and other documents
and data (and copies thereof) containing or constituting Confidential Information which you
may then possess or have under your control.
	 
	 	11.	 	Future Cooperation. You agree that upon the Company’s reasonable request
following your termination of employment, you will use reasonable efforts to assist and
cooperate with the Company in connection with the defense or prosecution of any claim that
may be made against or by the Company or its affiliates arising out of events occurring
during your employment, or in connection with any ongoing or future investigation or
dispute or claim of any kind involving the Company or its affiliates, including any
proceeding before any arbitral, administrative, regulatory, judicial, legislative, or
other body or agency. You will be entitled to reimbursement for reasonable out-of-pocket
expenses (including travel expenses) incurred in connection with providing such assistance.
	 
	 	12.	 	Withholding. The Company shall have the right to withhold from any amount
payable to you hereunder an amount necessary in order for the Company to satisfy any
withholding tax obligation it may have under applicable law, and may condition the grant,
vesting or exercise of any stock-based award on your making arrangements satisfactory to
the




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	 	 	 	Company to enable it to satisfy any withholding obligation arising in connection with such
grant, vesting or exercise.






	 	13.	 	Governing Law. The terms of this Letter Agreement, and any action arising
hereunder, shall be governed by and construed in accordance with the domestic laws of the
Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law
provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
Commonwealth of Pennsylvania.
	 
	 	14.	 	Waiver. This Letter Agreement may not be released, changed or modified in any
manner, except by an instrument in writing signed by you and the Company. The failure of
either party to enforce any of the provisions of this Letter Agreement shall in no way be
construed to be a waiver of any such provision. No waiver of any breach of this Letter
Agreement shall be held to be a waiver of any other or subsequent breach.  
	 
	 	15.	 	Dispute Resolution. To benefit mutually from the time and cost savings of
arbitration over the delay and expense of the use of the federal and state court systems,
all disputes involving your employment or this Letter Agreement, including, but not limited
to, claims under Title VII of the Civil Rights Act of 1964, the Equal Pay Act of 1963, the
Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of
1990, The Americans With Disabilities Act of 1990, the Civil Rights Act of 1866, the
Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993,
the Civil Rights Act of 1991, and any other federal, state or local laws, rules or
regulations, will be resolved by binding arbitration before the American Arbitration
Association., JAMS/ENDISPUTE, or any other similar association mutually agreed to by the
Company and you Any such arbitration shall be held in Philadelphia or other mutually
agreeable location. The award of the arbitrators shall be final and binding and judgment
upon the award may be entered in any court having jurisdiction thereof. Except as
otherwise provided above, this procedure shall be the exclusive means of settling
any disputes that may arise under this Letter Agreement. All fees and expenses of the
arbitrators and all other expenses of the arbitration, except for attorneys’ fees and
witness expenses, shall be borne by the Company if you prevail, in whole or in part. Each
party shall bear its own witness expenses and attorneys’ fees.
	 
	 	16.	 	Survival. Notwithstanding anything contained herein to the contrary, the
provisions of paragraph 9,10, 11, 13, 14 and 15 shall survive termination of your
employment with the Company and its affiliates.
	 
	 	17.	 	Entire Agreement; No Conflicts. This Letter Agreement supersedes all previous
and contemporaneous communications, agreements and understandings, whether oral or written,
between you, on the one hand, and the Company or any of its affiliates, on the other hand,
and constitutes the sole and entire agreement between you and the Company pertaining to the
subject matter hereof. You represent and warrant to the Company that your acceptance of
employment and the performance of your duties for the Company will not conflict with or
result in a violation or breach of, or constitute a default under any




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	 	 	 	contract, agreement or understanding to which you are or were a party or of which you are
aware and that there are no restrictions, covenants, agreements or limitations on your right
or ability to enter into and perform the terms of this Letter Agreement.






	 	18.	 	Counterparts. This Letter Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and shall become
a binding agreement when one or more counterparts have been signed by each party and
delivered to the other party.





Please indicate your acceptance of our offer of employment on the terms and conditions outlined
above by signing and returning to us one copy of this letter.



Bozena, I am looking forward to working together with you to make PolyMedix a tremendous success.



Sincerely yours,




/s/ Nicholas Landekic




Nicholas Landekic

President & C.E.O.



AGREED TO AND ACCEPTED BY:



	 	 	 
	/s/ Bozena Korczak
 

Bozena Korczak, Ph.D.

	 	Date: November 12, 2007 







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