**Exhibit 10.19**

 

 

**EMPLOYMENT AGREEMENT**

 

 

                This EMPLOYMENT AGREEMENT, dated as ofFebruary 6, 2001 between BIONEBRASKA, INC., a corporation incorporated andexisting under the laws of Delaware and having its office at 3820 NW 46thStreet in Lincoln, Nebraska (hereinafter referred to as “Company”), and **Roberta L.Schneider, M.D.,** residing currently at 5250 Silo Hill Road,Doylestown, PA 18901 (hereinafter referred to as the “Director”).

 

                WHEREAS the Company desires to employ the Director as its VicePresident and Clinical Director for Diabetes and Obesity Programs and, as such,as a member of its management group; and the Director desires to be soemployed:

 

                NOW THEREFORE, in consideration of the foregoing and of the mutualpromises hereinafter set forth, the parties hereto agree as follows:

 

1.  Employment:Powers and Duties.

                The Company hereby employs the Director as its Vice President andClinical Director for Diabetes and Obesity Programs, pursuant to the provisionsof this Agreement.  The Director shall generallyhave the responsibilities, duties and functions as set forth in Annex Aattached.  The Director shall performservices in such capacity for the Company and for any of its affiliates orsubsidiaries with such authority and with such powers and duties as may beprescribed or assigned to her from time to time by the Board of Directors ofthe Company, by the Chairman of the Board and the C.E.O. and by the Senior VicePresident and Chief Medical Officer (“CMO”) In performing her services hereunder, she shall report to the CMO. Shewill be a member of the management group of the Company.

 

2.  Exclusivity.

                During the term of her employment hereunder, the Director will devoteher best efforts, energy, skill and resources to her duties hereunder and tothe affairs and interests of the Company and its affiliates, joint ventures andsubsidiaries and will not, without the approval of the Board of Directors ofthe Company or the Chairman of the Board and the C.E.O., actively engage inconsulting for, or in the conduct of, any other business for profit.Notwithstanding the foregoing, the Director shall have the right to continueher current equine business.

 

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3.  DirectCompensation

                During her employment hereunder, the Director shall receive a salary atthe annual rate of two hundred ten thousand dollars ($210,000).  This compensation will be paid in equalmonthly installments. All required tax and other deductions will be made fromsuch installments.  At the end of eachcalendar year under this Agreement, the performance of the Director will bereviewed.  In the event that herperformance and contributions to the Company have been in accordance with orexceeding expectations for the particular calendar year, it is anticipatedthat, assuming the Company’s situation permits, the Director will receive apositive adjustment to her salary level over that obtained in the previousyear.

 

                In addition, assuming the Company’s situation permits, the Board ofDirectors of the Company or the C.E.O. (in their respective sole discretion)may establish for any calendar year an appropriate incentive or bonus programwhich can provide to individual members of the management group of the Companyadditional incentive compensation in the event that certain goals, to bemutually agreed upon by the Company and each group member, are met or thatsubstantial business contributions, not in the ordinary course of her duties,are made by the Director or other individual members of the management group tothe business of the Company during the calendar year. Notwithstanding theforegoing, a bonus will be paid to the Director at year end at least equal to20% of her foregoing annual compensation.

 

4.  AdditionalBenefits.

                (A)  The Director shall beprovided with such health and sickness, accident, hospitalization, disability,life and other insurance benefits as are or may be generally provided under theCompany’s and/or its affiliates’ group policies. This will include lifeinsurance coverage of $100,000 for the Director.

 

                (B)  When and if instituted, theDirector shall be provided with such savings and retirement plan benefits asmay be provided in general for employees under the Company’s plans, as adoptedor amended from time to time.  TheCompany has established a 401(K) Plan for retirement savings for allemployees.  Initial Companycontributions to this Plan are expected to be small or non-existent, untilfunding or profits of the Company permit (as determined in the sole discretionof the Board of Directors) one or more of such contributions from time to time.

 

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5.  Long-TermStock Option Incentives.

                The Director shall be allotted stock options under the Company’s 1993Stock Plan, as amended, covering a total of forty thousand (40,000) shares ofthe Company’s Common Stock. These options will be governed by the provisions ofone or more Option Agreements and will be vested, and become exercisablethereafter in accordance with the provisions of those Agreements, in threeequal annual installments over the three years, beginning as of the date whichis one year after the date of the Option Agreements. The options will terminatein ten years after grant if not terminated sooner in accordance with theprovisions of the Option Agreements. The option price will be $12.50 per share,being the fair market value of the shares at the time the options are granted,as determined by the Board of Directors.

 

                The Director will be eligible for one or more additional optionparticipations under stock plans of the Company if and to the extent that theChairman of the Board and the C.E.O. or the Board of Directors at the relevanttime, in their respective sole discretion, shall consider that the work andcontributions of the Director merit such participation.

 

6.  Traveland Expenses.

                The Company shall reimburse to the Directorall reasonable travel, hotel, entertainment and other out-of-pocket expenseswhich she may from time to time incur in the course of carrying out her dutiesfor the Company and for any of its affiliates, joint ventures or subsidiaries.In particular, the Company will reimburse you for all telephone,internet and other communication expenses and other reasonable expensesassociated with the maintenance of your office. The Company will purchase, toyour specifications, a computer for your business use and will also reimburseyou for the cost of maintaining a cell phone for business. It is understood,due to your remote location, that substantial travel to the Company’sheadquarters in Lincoln will be required from time to time. Due also to thenature of your activities, substantial travel will be required in the U.S.,Europe and elsewhere. Reasonable expenses of travel, lodging and meals incurred on the Company’s behalf will bereimbursed to you, together with all other reasonable expenses of carrying outyour duties in this position.

 

7.  Non-Competition.

                (A)          During the term ofher employment hereunder, and for a two-year period thereafter (but only in theevent that during such two-year period the Company shall in its sole discretioncontinue to pay compensation to the Director after termination of heremployment at a rate per month equal to at least one half of the monthly salaryrate enjoyed by the Director prior to the termination of her employmenthereunder), the Director agrees

 

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that, unless she obtains written consent fromthe Company covering a particular planned competitive activity, the Directorshall not directly or indirectly engage in, consult for, be employed by orfinance any business activity that is competitive with the businesses which arebeing conducted or are planned to be conducted by the Company or by anyaffiliate, joint venture or subsidiary or client or customer of the Company atthe particular time. The foregoing notwithstanding, the Company shall have noobligation, in the event of the termination of the employment of the Directorfor any reason, to pay any continuing compensation under this Section 7 to the Directoror, in the event such continuing compensation is paid for one or more months,to continue to pay such compensation. In the event any such continuingcompensation is not paid to the Director, or is terminated after one or moremonthly payments, the foregoing restrictions on competitive activity on thepart of the Director shall not apply thereafter.

 

                (B)           In no event, withoutreceiving the Company’s prior written consent, will the Director, at any timeduring her employment hereunder or within a period which is two years aftertermination for any reason of her employment hereunder:

 

    (i)                                         preempt,divert, disrupt or otherwise interfere with any business relationship of theCompany, or of any of its affiliates, joint ventures or subsidiaries, with anyof the clients, customers or business contacts of the Company or of any of itsaffiliates, joint ventures or subsidiaries; or

 

 

   (ii)                                         employor solicit for employment for her own or another’s benefit, as employee,partner, consultant, independent contractor or otherwise, or directly orindirectly suggest to others to employ or to solicit for employment, any personwho is at the time employed by the Company or by any affiliate, joint venture,subsidiary, client or customer of the Company.

 

8.  IntellectualProperty Rights.

                (A)  As between the Company orany of its affiliates, joint ventures, subsidiaries or customers, as the casemay be, and the Director, all products, know-how, methods, processes,discoveries, materials, ideas, strategies, creations, inventions, medical orclinical ideas, results or innovations and properties pertaining or relating tothe businesses of the Company, or of any affiliate, joint venture or subsidiaryof the Company, which the Director may create by herself or with others or towhich she may become exposed, whether or not developed or invented by theDirector and whether or not developed or discovered

 

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during regular working hours, shall be thesole and absolute property of the Company or the particular affiliate, jointventure, subsidiary or customer as the case may be, for any and allpurposes.  The Director shall not claimto have, under this Agreement or otherwise, any right, title or interest of anykind or nature in any of the foregoing.

 

                (B)  The Director acknowledgesthat in the course of her employment hereunder she will make use of, be exposedto, acquire and add to confidential information of the Company and itsaffiliates, joint ventures and subsidiaries as well as of its customers,clients and other persons and entities having a business relationship with theCompany, relating to such matters as (but not limited to) trade secrets,products, technical systems, processes and procedures, clinical ideas, resultsor innovations, know-how, inventions, manuals, confidential documents andreports on paper and in electronically stored form, plans, properties,strategies and customer or investors’ business (referred to as “ConfidentialInformation”); and that such Confidential Information will have a special andunique nature and value for the Company. The Director agrees that with respect to any and all of the foregoingConfidential Information, during and following the term of this Agreement,hereof, and for so long as the same remains confidential (and beyond this timeshould loss of confidentiality be caused directly or indirectly by theDirector), she will not, for any purpose (unless otherwise agreed to by theCompany in writing), divulge or disclose to persons other than those authorizedby the Company to receive the same, use or otherwise exploit any of suchConfidential Information or let or suffer others to use or otherwise exploitsuch Confidential Information for any purpose other than for the benefit of theCompany or its affiliates, joint ventures or subsidiaries, as the case may be.

 

9.  Termof Employment.

                The Director’s employment shall begin on February 6, 2001 and continueindefinitely hereunder, unless and until terminated by either party upondelivery of six months’ prior written notice of termination to the other party.

 

                 Notwithstanding the foregoing,the Company shall be entitled by notice in writing to the Director to terminateforthwith her employment with the Company under this Agreement if she shallhave engaged in any willful misconduct or misconduct involving negligence orcommit any material breach of her obligations or duties to the Company or theCompany’s employees hereunder, provided that, in the event of such a materialbreach, she will be given notice thereof and afforded an opportunity to correctthe same.

 

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10.  Vacation.

                The Director shall be entitled to four weeks of vacation in eachcalendar year.

 

11.  Returnof Documents in Hard Copy or Electronically Stored.

                The Director shall promptly, upon the termination of her employmentwith the Company hereunder, deliver and transfer over to the Company allcopies, both in hard copy and electronically created and/or stored, of reports,memoranda, accounts, laboratory, clinical and other notebooks, records,correspondence and e-mail (“Company Documents”) which may have been prepared byher or have come into her possession or control in the course of her employmentand the discharge of her duties hereunder. Unless otherwise agreed to in writing by the Company or unless theparticular item has been published in its entirety in the public domain, theDirector shall not retain any of copies of Company Documents, either in theform of hard copy or in electronically stored form.

 

12.  Notices.

                All notices hereunder shall be in writing and delivered personally orby registered or certified mail which shall be addressed to the Company at itsprincipal office, marked to the attention of the Chairman of the Board and theC.E.O. and to the Director at the address stated in the first paragraph of thisAgreement, or in either case at such other address as shall have previouslybeen designated in writing by the party, to whom the notice is to be sent, tothe other party.  Any such communicationso sent by mail shall be deemed made or given upon mailing.

 

13.  Miscellaneous.

                The BioNebraska Employee Handbook (the “Handbook”) has been furnishedto the Director and shall form part of this Agreement.  The Director agrees to comply withoperational rules of the Company as adopted from time to time and set forth inthe  Handbook, so long as they areconsistent with this Agreement.  This Agreementconstitutes the entire agreement of the parties hereto relating to the subjectmatter hereof and there are no written or oral terms or representations made byeither party relative to the subject matter hereof other than those containedherein.  All of the terms and provisionsof this Agreement shall be binding upon, and shall inure to the benefit of andbe enforceable by and against, the parties to this Agreement and theirrespective heirs, executors, and successors in interest. The provisions ofSections 7, 8, 11, 12, 13 and 14 hereunder shall survive the termination of thisAgreement to the extent necessary to accomplish the purposes of the provisionsin such Sections and in this Agreement.

 

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14.  GoverningLaw.

                This Agreement shall be governed by, and construed in accordance with,the laws of Nebraska.

 

                IN WITNESS WHEREOF, the Company has caused this Agreement to beexecuted by its duly authorized officer and the Director has executed thisAgreement, as of the date first written above.

 

 
|                                                                   |      BIONEBRASKA,  INC. |
|------------------------------------------------------------------------|--------------------------------------------------|
|                                                                   |
|                                                                   |
|                                                                   |
|                                                                   | By                                               | /s/ Thomas R. Coolidge |
|                                                                   |                                             | Thomas R. Coolidge |
|                                                                   |                                             | Chairman of the Board |
|                                                                   |                                             | and C.E.O. |
|                                                                   |
|                                                                   |
|                                                                   |
| /s/ Roberta L. Schneider, M.D.                                         |                                             |
| Roberta L. Schneider, M.D.                                             |                                             |
|            (the Director) |                                             |
|                                                                        |                                                  |  |  |

 

 

 

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