exv10w52



 





Exhibit 10.52




EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 1st day of
July, 2004 by and between ENTREMED, INC., a Delaware corporation having its
principal 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 covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:



1. Employment; Position and Duties.



Subject to the terms hereof, the Company hereby agrees to employ the Executive
during the Term (as hereafter defined) to act as, and to exercise all of the
powers and functions of, its Chief Financial Officer and to perform such acts
and duties and to generally furnish such services to the Company and its
subsidiaries (if any) as is customary for a senior management person with a
similar position in like companies; and he shall report to the President and
Chief 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 reasonably
prescribe. Executive hereby agrees to accept such employment and shall perform
and discharge faithfully, diligently, and to the best of his abilities such
duties and responsibilities and shall devote sufficient working time and
efforts 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 be
required to conduct his duties and responsibilities hereunder primarily from
the executive offices located in Rockville, Maryland (except for routine and
customary business travel), or from such other location as designated from time
to time by the CEO.



3. Compensation




     a. Base Salary. While Executive is employed by the Company during
the Term, the Company shall pay to Executive an initial annual base salary
(“Base Salary”) of $200,000, payable in accordance with the Company’s customary
payroll policy for its executives.



     b. Base Salary Adjustments. Executive’s Base Salary shall be
reviewed at the end of the calendar year and at the end of each calendar year
thereafter. The Board or a committee thereof may make such adjustments as it
deems appropriate in its sole discretion. In making such adjustments the Board
or a committee thereof may solicit and give consideration to the views of the
CEO.



     c. Incentive Compensation. While Executive is employed by the
Company during the Term, Executive’s annual incentive compensation, if any,
(“Incentive Compensation”) shall be determined by the Board or a committee
thereof in its sole discretion, following the last day of each fiscal year of the Company ending during the Term. In making
such determinations, the



 









 




Board or a committee thereof may solicit and take into
consideration the views of the CEO.




     d. Certain Other Benefits. While Executive is employed by the
Company during the Term, Executive shall be entitled to participate in any and
all employee benefit plans and arrangements which are available to senior
executive officers of the Company, including without limitation, group medical
and life insurance plans, and automobile expense reimbursement allowances.
Executive shall also be afforded reasonable paid vacation time pursuant to
vacation policies fixed by the Company.



     e. Expenses. The Company shall pay or reimburse Executive for all
reasonable business expenses actually paid or incurred by Executive while
Executive is employed by the Company during the Term subject to reasonable
documentation and in accordance with the Company’s business expense
reimbursement policy.


4. Term.



The term of this Agreement shall be the period commencing on the date hereof
and continuing through June 30,2005 (the “Initial Term”); provided, however,
that the Term of this Agreement may, by mutual agreement of the parties in
writing, 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 Initial
Term and thereby terminates, only paragraphs 6, 7, 8(g), 8(h), 8(i) and 11
shall survive such termination. Executive understands and agrees that the Board
or a committee thereof may, in its sole discretion and without notice to
Executive, elect not to extend this Agreement and in such event not to, either
by contract or practice, continue any of the provisions set forth herein,
except for those provisions that survive termination as set forth in this
paragraph 4. Executive further acknowledges that any such decision by the Board
or a committee thereof not to extend the Term of this Agreement shall not be
deemed “Termination Without Cause” for the purposes of Section 8(d) or any
other 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, while
Executive is employed by the Company during the Term shall be determined by the
Board or a committee thereof in its discretion. In the event of a termination
pursuant to paragraph 8(d) hereof or a resignation pursuant to paragraph 9
hereof, all of Executive’s un-expired and unvested stock options shall become
vested on the effective date of such termination or resignation and shall be
exercisable in accordance with the terms of such grants until the later of the
date set forth in such grant or the first anniversary of the Executive’s
termination, 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 the
written consent of the Company, or except as required by applicable law,
disclose to any person, other than a person to whom disclosure is reasonably
necessary 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 employ
of the Company with respect to the businesses of the Company or any of its
subsidiaries, including but not limited to, operations, pricing, contractual or
personnel data, products, discoveries, improvements, trade secrets, license
agreements, marketing information, suppliers, dealers, principles, customers,
or methods of distribution, or any other confidential information the
disclosure of which knows, or in the exercise of reasonable care should know,
will be damaging to the Company; provided, however, that confidential
information shall not include any information known generally to the public
(other than as a result of unauthorized disclosure by Executive) or any
information so otherwise considered by the Company not to be confidential.



7. Indemnification. 




     a. The Company shall indemnify and hold harmless Executive if he is made a
party, or threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative (a “Proceeding”), because he is or was an officer or director
of the Company or any of its subsidiaries, affiliates, or successors, or
because he is or was serving in a fiduciary capacity with respect to employee
benefit plans of the Company, whether or not the basis of such Proceeding is
alleged action in an official capacity or otherwise, against all Expenses
incurred or suffered by him in connection with such Proceeding to the fullest
extent authorized by the General Corporation Law of the State of Delaware and
any other applicable law in effect from time to time, and such indemnification
shall continue as to Executive even if he ceases to be an officer or director
or is no longer employed by the Company, and shall inure to the benefit of
Executive’s heirs, executors and administrators.



     b. As used in this Agreement, the term “Expenses” shall include, without
limitation, damages, losses, judgments, liabilities, fines, penalties, excise
taxes, settlements and reasonable costs, reasonable attorneys’ fees, reasonable
accountants’ fees, and reasonable disbursements and costs of attachment or
similar bonds, investigations, and any reasonable expenses of establishing a
right to indemnification under the Agreement.



     c. Expenses incurred by Executive in connection with any Proceeding shall
be paid by the Company upon presentation of appropriate documentation and a
giving by Executive of any undertakings required by applicable law.


8. Termination.




     a. Termination Upon Death. If Executive dies while employed by the
Company during the Term, his estate shall be entitled to receive payment of
Base Salary through the last day of the twelve (12) months following the month
in which his death occurred, payable over such twelve (12) months at the
Company’s normal pay periods. If, in respect of the fiscal year in which
Executive dies the Board or a committee thereof determines in its discretion
that he would otherwise have been entitled to receive Incentive Compensation
under subparagraph 3(c) by reason of the operations of the Company during such
fiscal year, Executive’s estate shall be entitled to receive a pro rata portion
of his Incentive Compensation for such fiscal year. Such pro rata portion
shall 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 the
fiscal year of Executive’s



 









 




death prior to the date of death, and the
denominator of which is the total number of days in such fiscal year.




     b. Termination Upon Disability. The Company may terminate
Executive’s employment hereunder during the Term at the end of any calendar
month in the event of his Disability by giving to Executive written notice of
termination. In the event of any such termination pursuant to this
subparagraph 8(b), Executive shall be entitled to receive his Base Salary,
payable in accordance with the Company’s customary payroll policy for it
executives, through the last day of the twelve (12) months following the month
in which the date of termination occurred.


If in respect of the fiscal year in which Executive’s employment terminates
pursuant to this subparagraph 8(b) the Board or a committee thereof determines
in its discretion that he would otherwise have been entitled to receive
Incentive Compensation under subparagraph 3(c) by reason of the operations of
the Company during such fiscal year, Executive shall be entitled to 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 such Incentive
Compensation, and (y) a fraction, the numerator of which is the number of days
in the fiscal year of Executive’s termination on account of Disability prior to
the date of termination, and the denominator of which is the total number of
days in such fiscal year.




     c. Termination for Cause. The Company may terminate Executive’s
employment hereunder at any time during the Term for Cause by giving to
Executive written notice of termination that specifies the reasons for and date
of termination. Upon any such termination for Cause under this subparagraph
8(c), the Company shall pay to him his Base Salary through the date of
termination, and the Company shall have no further obligations under this
Agreement.



     d. Termination Without Cause. The Company may terminate
Executive’s employment with the Company at any time during the Term, for any
reason and without Cause, by giving him prior written notice which specifies
the date of termination. Until the effective date of any such termination, the
Company shall continue to pay to him the full compensation specified in this
Agreement. If, in respect of the fiscal year in which Executive’s employment
terminates pursuant to this subparagraph 8(d) the Board or a committee thereof
determines in its discretion that he would otherwise have been entitled to
receive Incentive Compensation under subparagraph 3(c) by reason of the
operations of the Company during such fiscal year, Executive shall be entitled
to 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 such
Incentive Compensation, and (y) a fraction, the numerator of which is the
number of days in the fiscal year of Executive’s termination without Cause
prior to the date of termination, and the denominator of which is the total
number of days in such fiscal year. In addition, the Company shall (i) pay
Executive a severance amount equal to twelve (12) months Base Salary over the
following twelve (12) month period at the Company’s normal pay periods, and
(ii) provide Executive, at no charge to Executive, COBRA continuation coverage
under the Company’s health insurance program for a period of twelve (12) months
or until he has obtained substantially equivalent new coverage, as
determined by the Board or a committee thereof in its discretion, through
successor employment, whichever occurs sooner.



     e. Resignation for Other than Good Reason. Executive may
voluntarily terminate his



 









 




employment with the Company during the Term for any
reason upon at least thirty (30) days prior written notice which specifies the
date of termination. Until the effective date of such termination, the Company
shall 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 Good
Reason 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 to
this paragraph 8, he shall not be required to mitigate his damages by
affirmatively seeking other employment. Further, except as provided in
subparagraph 8(d)(ii) above, the amount of any payment or benefit provided for
in this Agreement shall not be reduced by any compensation earned by him or
benefit provided to him as the result of employment by another employer or
otherwise.



     g. Non-Competition. For a period of twelve (12) months after
termination of Executive’s active employment with the Company, Executive shall
not, as an individual, principal, agent, employee, consultant or otherwise,
directly or indirectly, in the United States or with respect to any company or
entity in Europe or Canada with whom Executive or the Company has concluded
partnership, licensing or other similar business development agreements on
behalf of and during his employment with the Company, render any services to
any firm or company or any division or subsidiary of any firm or company,
engaged in the research, development or commercialization of compounds, analogs
or derivatives of those compounds which compete directly with those being
researched, developed and or commercialized by the Company during the Term.
Moreover, for a period of twelve (12) months after the termination of
Executive’s employment with the Company, Executive shall not take any action,
without the prior written consent of the Company, to assist Executive’s
successor employer or any other entity in recruiting or hiring any other
employee who was an employee of the Company during Executive’s employment. This
prohibition includes (i) identifying to such successor employer or its agents
or such other entity, the person or persons who have special knowledge
concerning the Company or its inventions, processes, methods or confidential
affairs, and (ii) commenting to Executive’s successor employer or its agents or
such other entity about the quantity or work, quality of work, special
knowledge or personal characteristics of any person who is still employed by
the Company. Executive also agrees that he will not provide such information to
a prospective employer or to an executive search firm during interviews
preceding possible employment.



 









 




     h. Non-Disparagement. During the Term and thereafter, Executive
shall not communicate negatively about or otherwise disparage the Company or
its products or each and any of the released parties described in subparagraph
8(i) in any way whatsoever. The Company, acting in its official capacity, shall
not make any public false, disparaging or derogatory statements in connection
with or concerning Executive’s service to the Company except as may be required
for truthful sworn testimony or in connection with a legal or administrative
proceeding, report, claim or dispute. In the event Executive breaches any of
the conditions set forth herein or in any other paragraph of this Agreement,
the Company shall discontinue the provision of any payment or benefits to him
under this Agreement and he shall forfeit his entitlement to any further
payments or benefits under this Agreement.





     i Release. In consideration of Executive’s receipt of
severance benefits subject to and in accordance with subparagraphs 8(b)
and (d) and paragraph 9 of this Agreement, Executive agrees that, upon
his first receipt and acceptance of any such benefits, he shall have
released and forever discharged the Company, its subsidiaries and
affiliates, successors and assigns, predecessors and all of their
respective officers, directors, employees and agents and employee
benefits plans from all claims, demands, liabilities and causes of action
arising out of facts or occurrences arising or occurring at any time up
to and including the time of Executive’s termination or resignation,
whether known or unknown, and the parties hereto contemplate that this
release shall be broadly construed.


9. Resignation for Good Reason.



If Executive has Good Reason during the Initial Term, Executive may resign at
any time during the Initial Term by providing at least thirty (30) days prior
written notice to the Company that specifies the reason for, and the effective
date of, his resignation. If Executive resigns during the Initial Term for
Good Reason, such resignation shall be deemed a Termination without Cause under
subparagraph 8(d) hereof and Executive shall receive the compensation and
benefits provided under subparagraph 8(d) hereof as if he had been terminated
without Cause.




10. Definitions.



     a. “Cause” shall mean Executive’s (i) habitual drunkenness or drug
addiction or failure materially to perform and discharge his duties and
responsibilities hereunder, (ii) misconduct that is materially and
significantly injurious to the Company, (iii) conviction of a felony involving
the personal dishonesty of Executive or moral turpitude, (iv) conviction of any
crime or offense involving the property of the Company, or (v) breach of this
Agreement



     b. “Disability” shall mean the Executive’s incapacity due to physical or
mental illness which prevents the proper performance of Executive’s duties as
set forth herein or established pursuant hereto for a substantial portion of
any three-month period of the Term. Any questions as to the existence or
extent of illness or incapacity of Executive, upon which the Company and
Executive cannot agree, shall be determined by a qualified independent
physician selected by the Company and approved by the Executive. The
determination of such physician certified in writing to the Company and to the
Executive shall be final and conclusive for all purposes of this Agreement.
For purposes of the disability provisions of this Agreement, if the Executive
is



 









 




unable to act on his own behalf due to incapacity, any person legally
authorized to do so may act on the Executive’s behalf.




     c. “Good Reason” shall mean the occurrence of any of the following events
during the Initial Term: (A) the assignment to Executive of any duties
inconsistent in any material respect to Executive’s position, authority, duties
or responsibilities as of the commencement of the Term or any other action by
the Company which results in a diminution in any material respect in such
position, duties or responsibilities, excluding for this purpose an isolated
and inadvertent action not taken in bad faith that is remedied by the Company
promptly after receipt of written notice thereof given by Executive; (B) a
reduction by the Company in Executive’s annual Base Salary as in effect on the
date hereof; (C) the Company’s requiring Executive to be based at any office or
location that is more than fifty (50) miles from Executive’s office or location
as of the commencement of the Term; (D) the failure by the Company to continue
to provide Executive with benefits substantially similar to those enjoyed by
him under any of the Company’s pension, life insurance, medical, health and
accident, disability or other welfare plans in which he was participating as of
the commencement of the Term, unless such change was applicable to all senior
executives of the Company; (E) the failure by the Company to pay to Executive
any deferred compensation when due under any deferred compensation plan or
agreement applicable to him; or (F) the failure by the Company to honor in any
material respect the terms and provisions of this Agreement.


11. Miscellaneous.




     a. Assignments and Binding Effect. The respective rights and
obligations of the parties under this Agreement shall be binding upon the
parties hereto and their heirs, executors, administrators, successors, and
assigns, including, in the case of the Company, any other corporation or entity
with which the Company may be merged or otherwise combined and, in the case of
Executive, his estate or other legal representatives.



     b. No Assignment of Benefits. Except as otherwise provided herein
or by applicable law, no right or interest of the Executive under this
Agreement shall be assignable or transferable, in whole or in part, either
directly or by the operation of law or otherwise, including without limitation
execution, levy, garnishment, attachment, pledge or in any manner; no attempted
transfer thereof shall be effective.



     c. Governing Law. This Agreement shall be governed as to its
validity, 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 of
this Agreement shall be determined to be invalid, illegal, or unenforceable for
any reason, the remaining provisions and portions of this Agreement shall
remain in full force and effect to the fullest extent permitted by law. Such
invalid, illegal or unenforceable provision(s) shall be deemed modified to the
extent necessary to make it (them) valid, legal, and enforceable.



 









 





     e. Withholding. All amount payable hereunder shall be paid net of
any applicable withholding required under federal, state or local laws and any
additional withholding to which Executive has agreed.



     f. Entire Agreement; Amendments. This Agreement constitutes the
entire Agreement and understanding of the Company and Executive with respect to
the terms of Executive’s employment with the Company and supersedes all prior
discussions, understandings and agreements with respect thereto except to those
agreements relating to the assignment of patents and inventions and a Combined
Non-disclosure and Patent Employee Agreement to which Executive acknowledges
signing which will remain in effect.



     g. Captions. All captions and heading used herein are for
convenient reference only and do not form part of this Agreement.



     h. Waiver. No provision of this Agreement may be modified, waived
or discharged unless such modification, waiver or discharge is agreed to in
writing and signed by the Executive and such officer as may be specifically
designated by the Board or its delegee. The Company’s or the Executive’s
failure to insist upon strict compliance with the terms of this Agreement or
the failure of the Company or the Executive to assert any right the Company or
the Executive may have hereunder shall not be deemed a waiver of such provision
or right or any other provision of this Agreement.



     i. Notice. Any notice or communication required or permitted under
this Agreement shall be made in writing and shall be delivered by hand, or
mailed by registered or certified mail, return receipt requested, first call
postage prepaid, addressed as follows:


If to Executive:



Dane Saglio

c/o EntreMed, Inc.

9640 Medical Center Drive

Rockville, Maryland 20850


If to the Company:



EntreMed, Inc.

9640 Medical Center Dive

Rockville, Maryland 20850

Attn.: General Counsel



     j. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute one and the same agreement.



 









 




IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as of the date first above written.



	 	 	 	 	 
	 	 	 
	 	                                               /s/ Dane Saglio
 	 
	 	Executive 	 
	 	 	 
	 



	 	 	 	 	 
	 	Entremed, Inc.

 	 
	 	By:  	/s/ James S. Burns
 	 
	 	 	James S. Burns 	 
	 	 	President and Chief Executive Officer