Exhibit 10.6


 


EXECUTION
COPY


 


EMPLOYMENT
AGREEMENT


 


EMPLOYMENT AGREEMENT (the “Agreement”)
dated January 8, 2008 by and between ACP Lantern Acquisition Inc., a
Delaware corporation (the “Company”) and
Donald Kiepert (“Executive”).


 


The Company desires to employ Executive and to enter
into an agreement embodying the terms of such employment, subject to the
consummation of the transactions contemplated in the Stock and Asset Purchase Agreement among Bristol-Myers Squibb Company,
ACP Lantern Holdings Inc. (the “Holdings”) and
the Company, dated as of December 16, 2007 (the “Purchase
Agreement”);


 


Executive desires to accept such employment and enter
into such an agreement;


 


In consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:


 


1.                                       At-Will Employment.  Executive’s employment with the Company shall
be subject to, and shall commence on, the Closing (as defined in the Purchase
Agreement, and hereinafter referred to as the “Closing’).  Such employment shall be “at-will”
employment.  The Closing Date (as defined
in the Purchase Agreement) shall be, for purposes of this Agreement, the “Effective Date”.  For the avoidance of doubt, in the event the
Purchase Agreement is terminated prior to the Closing or no such Closing shall
occur, this Agreement shall be null and void ab initio and neither party shall
have any liabilities or obligations hereunder (except for Executive’s
obligations under Section 10(a) hereof).  Subject to the terms of this Agreement, the
Company may terminate Executive’s employment and this Agreement for any reason
at any time, with or without prior notice and with or without Cause (as defined
herein), but subject to certain terms set forth in Section 8 below.  Similarly, subject to the terms of this
Agreement, Executive may terminate his employment at any time, with or without
Good Reason (as defined herein).


 


2.                                       Position.


 


a.                                       Commencing as of the Effective Date, Executive shall serve as the
Company’s Chief Executive Officer and initially shall serve as the Company’s
President.  Executive shall have such
duties and authority as may be assigned from time to time by the Board of
Directors of Holdings (the “Board”) and/or
the Executive Chairman of the Company. 
The Company may have an Executive Chairman who, as determined by the
Board, shall be an officer of the Company and to whom certain members of senior
management (including, without limitation, the Chief Executive Officer) shall
report.  As of the Effective Date,
Executive shall also serve as a member of the Board of Directors of the
Company.  If requested, Executive shall
serve as an officer or a member of the Board of Directors of any of the Company’s
subsidiaries or affiliates without additional compensation.


 

















 


b.                                      Executive will devote Executive’s full business time and best efforts
to the performance of Executive’s duties hereunder and will not engage in any
other business, profession or occupation for compensation or otherwise which
would conflict or interfere with the rendition of such services either directly
or indirectly, without the prior written consent of the Board; provided
that nothing herein shall preclude Executive, subject to the prior approval of
the Board, from accepting appointment to or continuing to serve on any board of
directors or trustees of any business corporation or any charitable
organization; provided in each case, and in the aggregate, that such
activities do not conflict or interfere with the performance of Executive’s
duties hereunder or conflict with Section 9.


 


3.                                       Base Salary.  During Executive’s employment hereunder, the
Company shall pay Executive a base salary at the annual rate of $400,000,
payable in regular installments in accordance with the Company’s payment
practices from time to time.  Executive
shall be entitled to such increases in base salary, if any, as may be
determined from time to time in the sole discretion of the Board.  Executive’s annual base salary, as in effect
from time to time, is hereinafter referred to as the “Base Salary”.


 


4.                                       Annual Bonus.  With respect to each full fiscal year of
employment hereunder, Executive shall be eligible to earn an annual bonus award
of up to one hundred percent (100%) of Executive’s Base Salary (the “Target”) based upon achievement of annual EBITDA and other
performance targets reasonably established by the Compensation Committee of the
Board within the first three months of each fiscal year (the “Annual Bonus”). The Annual Bonus, if any, shall be paid to
Executive between March 1st and April 1st of the fiscal year immediately
following the fiscal year in respect of which the Annual Bonus was earned.


 


5.                                       Equity.


 


a.                                       On the Effective Date or as soon as practicable thereafter,
Executive shall be granted, under the ACP
Lantern Holdings Inc. 2008 Equity Incentive
Plan, a nonqualified stock option to purchase approximately 2.5% of the shares
of common stock of Holdings as of the Closing Date (as defined in the Purchase
Agreement).  50% of such grant will vest
based on the passage of time, and 50% of such grant will vest over a five-year
period based on the achievement of annual EBITDA targets established by the
Compensation Committee of the Board.  The
terms of the stock option grant shall be approved by the Board.


 


b.                                      On the Effective Date, Executive shall execute the Management
Shareholders’ Agreement (the “Shareholders’
Agreement”) among (i) Holdings, (ii) Avista Capital
Partners, LP, Avista Capital Partners (Offshore), LP and ACP-Lantern Co-Invest,
LLC (collectively, “Avista”), and (iii) certain
other Persons listed on Schedule A attached thereto, as the same may be updated
from time to time.


 


6.                                       Employee Benefits.  During Executive’s employment hereunder,
Executive shall be entitled to participate in the Company’s health, life and
disability 


 


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insurance, and
retirement and fringe employee benefit plans as in effect from time to time
(collectively “Employee Benefits”), on the same
basis as those benefits are generally made available to other senior executives
of the Company.


 


7.                                       Business Expenses.  During Executive’s employment hereunder,
reasonable business expenses incurred by Executive in the performance of
Executive’s duties hereunder shall be reimbursed by the Company in accordance
with Company policies.


 


8.                                       Termination.  Executive’s employment hereunder may be
terminated by either party at any time and for any reason; provided that
Executive will be required to give the Company at least 60 days advance written
notice of any resignation of Executive’s employment.  Notwithstanding any other provision of this
Agreement, the provisions of this Section 8 shall exclusively govern
Executive’s rights upon termination of employment with the Company and its
affiliates.


 


a.                                       By the Company For Cause or By Executive Resignation Without Good
Reason.


 


(i)                                    Executive’s employment hereunder may be terminated by the Company for
Cause (as defined below) and shall terminate automatically upon Executive’s
resignation without Good Reason (as defined below); provided that
Executive will be required to give the Company at least 60 days advance written
notice of a resignation without Good Reason.


 


(ii)                                 For purposes of this Agreement, “Cause” shall
mean (A) Executive’s breach of any fiduciary duty or material legal or
contractual obligation to the Company or any of its affiliates (including,
without limitation, pursuant to a Company or affiliate policy or the
restrictive covenants set forth in Section 9 of this Agreement or any
other applicable restrictive covenants between the Executive and the Company or
any of its affiliates), or the Company’s direct or indirect equity holders, (B) Executive’s
failure to follow the reasonable instructions of the Board or the Board of
Directors of the Company, which are consistent with Section 2(a) hereof
(other than as a result of total or partial incapacity due to physical or
mental illness), which breach, if curable, is not cured within 30 days after
notice to Executive specifying in reasonable detail the nature of such breach,
or, if cured, recurs within 180 business days, (C) Executive’s gross
negligence, willful misconduct, fraud, insubordination, acts of dishonesty or
conflict of interest relating to the Company or any of its affiliates or (D) Executive’s
commission of any misdemeanor which has a material impact on the affairs,
business or reputation of the Company or any of its affiliates or Executive’s
indictment for, or plea of nolo  contendere to, a crime
constituting a felony under the laws of the United States or any state thereof.


 


(iii)                              For purposes of this Agreement, “Good Reason”
shall mean, without Executive’s consent, (A) the failure of the Company to
pay, or cause to be paid, Executive’s Base Salary or Annual Bonus as the case
may be, when due hereunder or (B) any material and continuing diminution
in Executive’s authority or responsibilities 


 


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from those described
in Section 2 hereof (for the avoidance of doubt, any such diminution as a
result of removing Executive’s title of President of the Company shall not
constitute Good Reason); provided that either of the events described in
clause (A) or (B) of this Section 8(a)(iii) shall
constitute Good Reason only if the Company fails to cure such event within 30
days after receipt from Executive of written notice of the event which
constitutes Good Reason; provided, further, that Good Reason
shall cease to exist for an event on the 30th day following the later of its
occurrence or Executive’s knowledge thereof, unless Executive has given the
Company written notice thereof prior to such date.


 


(iv)                             If Executive’s employment is terminated by the Company for Cause, or if
Executive resigns without Good Reason, Executive shall be entitled to receive (A) the
Base Salary through the date of termination and (B) reimbursement, within
30 days following submission by Executive to the Company of appropriate
supporting documentation) for any unreimbursed business expenses properly
incurred by Executive in accordance with Company policy prior to the date of
Executive’s termination; provided claims for such reimbursement
(accompanied by appropriate supporting documentation) are submitted to the
Company within 30 days following the date of Executive’s termination of
employment.  In the event of Executive’s
resignation without Good Reason (but, for the avoidance of doubt, not upon a
termination of employment by the Company for Cause), Executive shall also be
entitled to such vested or accrued Employee Benefits, if any, as to which
Executive may be entitled under the employee benefit plans of the Company (the
amounts described in clauses (A) and (B) hereof, together with or
accrued Employee Benefits, if any, being referred to as the “Accrued Rights”).


 


Following such termination of Executive’s employment
by the Company for Cause or resignation by Executive without Good Reason,
except as set forth in this Section 8(a)(iv), Executive shall have no
further rights to any compensation or any other benefits under this Agreement.


 


b.                                      Disability or Death.


 


(i)                                    Executive’s employment hereunder shall terminate upon Executive’s death
and may be terminated by the Company due to Executive’s physical or mental
illness, injury or infirmity which is reasonably likely to prevent and/or
prevents Executive from performing his essential job functions for a period of (A) ninety
(90) consecutive calendar days or (B) an aggregate of one hundred twenty
(120) calendar days out of any consecutive twelve (12) month period (such
illness, injury or infirmity is hereinafter referred to as “Disability”).  Any
question as to the existence of the Disability of Executive as to which
Executive and the Company cannot agree shall be determined in writing by a
qualified independent physician mutually acceptable to Executive and the
Company.  If Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing.  The 


 


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determination of
Disability made in writing to the Company and Executive shall be final and
conclusive for all purposes of the Agreement.


 


(ii)                                 Upon termination of Executive’s employment hereunder for either
Disability or death, Executive or Executive’s estate (as the case may be) shall
be entitled to receive:


 


(A)                              the Accrued Rights; and


 


(B)                                a pro rata portion of the Target Annual Bonus amount that Executive
would have been eligible to receive pursuant to Section 4 hereof in such
year of termination, based upon the percentage of the fiscal year that shall
have elapsed through the date of Executive’s termination of employment, payable
contingent upon Executive or Executive’s estate or representative executing an
effective release of claims against the Company and its affiliates (i.e., not
revoked), in the form provided as Exhibit A hereto (the “Release”), at such time as the Annual Bonus would have
otherwise been payable to Executive pursuant to Section 4 had Executive’s
employment not terminated (the “Pro Rata Bonus”).


 


Following Executive’s termination of employment due to
death or Disability, except as set forth in this Section 8(b)(ii),
Executive shall have no further rights to any compensation or any other
benefits under this Agreement.


 


c.                                       By the Company Without Cause or Resignation by Executive for Good
Reason.


 


(i)                                    If Executive’s employment is terminated by the Company without Cause
(other than by reason of death or Disability) or if Executive resigns for Good
Reason, Executive shall be entitled to receive:


 


(A)                              the Accrued Rights;


 


(B)                                the Pro Rata Bonus;


 


(C)                                subject to Executive’s continued compliance with the provisions of
Sections 9 and 10 and contingent upon Executive’s execution of an effective
Release (i.e., not revoked), continued payment of the Base Salary in accordance
with the Company’s normal payroll practices for (x) six (6) months
after the date of termination if such termination occurs on or prior to the
second anniversary of the Effective Date and (y) twelve (12) months after
the date of termination if such termination occurs after the second anniversary
of the Effective Date (such six- or twelve-month period, as applicable, being
the “Severance Period”); provided
that the aggregate amount described in this clause (C) shall be reduced by
the present value of any other cash severance or termination benefits payable
to Executive under any other plans, programs or 


 


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arrangements
of the Company or its affiliates or applicable law; provided, further,
each payment of Base Salary is intended to constitute a separate payment within
the meaning of Section 409A of the United
States Internal Revenue Code of 1986, as amended
and the regulations thereunder (collectively, the “Code”);
and


 


(D)                               during the Severance Period, continued life insurance and group medical
coverage for Executive and Executive’s eligible dependents upon the same terms
as provided to senior executive officers of the Company and at the same
coverage levels as in effect for active employees during the Severance Period; provided
that such continued life insurance and/or group medical coverage shall cease
upon Executive becoming employed by another employer and eligible for life
insurance and/or medical coverage, as applicable, with such other employer.


 


(ii)                                 Following Executive’s termination of employment by the Company without
Cause (other than by reason of Executive’s death or Disability) or by Executive’s
resignation for Good Reason, except as set forth in Section 8(c)(i),
Executive shall have no further rights to any compensation or any other
benefits under this Agreement.


 


d.                                      Notice of Termination.  Any purported termination of employment by
the Company or by Executive (other than due to Executive’s death) shall be communicated
by written Notice of Termination to the other party hereto in accordance with Section 12(i) hereof.  For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so indicated.


 


e.                                       Board/Committee Resignation.  Upon termination of Executive’s employment
for any reason, Executive agrees to resign, as of the date of such termination
and to the extent applicable, from the Board (and any committees thereof) and
the Board of Directors (and any committees thereof) of any of the Company’s
subsidiaries or affiliates.


 


9.                                       Non-Competition.


 


a.                                       Executive acknowledges and recognizes the highly competitive nature of
the businesses of the Company and its affiliates and accordingly agrees as
follows:


 


(1)                                  During Executive’s employment with the Company and, for a period of one
year following the date Executive ceases to be employed by the Company (the “Restricted Period”), Executive will not, whether on
Executive’s own behalf or on behalf of or in conjunction with any person, firm,
partnership, joint venture, association, corporation or other business
organization, entity or enterprise whatsoever (“Person”),



 


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directly or
indirectly solicit or assist in soliciting in competition with the Company, the
business of any client or prospective client:


 


(i)                                   with whom Executive had personal contact or dealings on behalf of the
Company during the one-year period preceding Executive’s termination of
employment;


 


(ii)                                with whom employees reporting to Executive had personal contact or dealings
on behalf of the Company during the one year immediately preceding the
Executive’s termination of employment; or


 


(iii)                             for whom Executive had direct or indirect responsibility during the one
year immediately preceding Executive’s termination of employment.


 


(2)                                  During the Restricted Period, Executive will not directly or
indirectly:


 


(i)                                   engage in any business that competes with the business or businesses of
the Company or any of its affiliates, namely in the testing, development and
manufacturing services for the development, manufacture, distribution,
marketing or sale of radiopharmaceutical products, contrast imaging agents,
radioactive generators for the global medical imaging and pharmaceutical
industries, and including, without limitation, businesses which the Company or
its affiliates have specific plans to conduct in the future and as to which
Executive is aware of such planning (a “Competitive Business”);


 


(ii)                                enter the employ of, or render any services to, any Person (or any
division or controlled or controlling affiliate of any Person) who or which
engages in a Competitive Business;


 


(iii)                             acquire a financial interest in, or otherwise become actively involved
with, any Competitive Business, directly or indirectly, as an individual,
partner, shareholder, officer, director, principal, agent, trustee or
consultant; or


 


(iv)                            interfere with, or attempt to interfere with, business relationships
(whether formed before, on or after the date of this Agreement) between the
Company or any of its affiliates and customers, clients, suppliers, partners,
members or investors of the Company or its affiliates.


 


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(3)                                  Notwithstanding anything to the contrary in this Agreement, Executive
may, directly or indirectly, own, solely as an investment, securities of any
Person engaged in the business of the Company or its affiliates which are
publicly traded on a national or regional stock exchange or on the
over-the-counter market if Executive (i) is not a controlling person of,
or a member of a group which controls, such Person and (ii) does not,
directly or indirectly, own 5% or more of any class of securities of such
Person.


 


(4)                                  During the Restricted Period, Executive will not, whether on Executive’s
own behalf or on behalf of or in conjunction with any Person, directly or
indirectly:


 


(i)                                   solicit or encourage any employee or consultant of the Company or its
affiliates to leave the employment of, or cease providing services to, the
Company or its affiliates; or


 


(ii)                                hire any such employee or consultant who was employed by or providing
services to the Company or its affiliates as of the date of Executive’s
termination of employment with the Company or who left the employment of or
ceased providing services to the Company or its affiliates coincident with, or
within one year prior to or after, the termination of Executive’s employment
with the Company.


 


b.                                      It is expressly understood and agreed that although Executive and the
Company consider the restrictions contained in this Section 9 to be
reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this Agreement is an unenforceable restriction against Executive, the provisions
of this Agreement shall not be rendered void but shall be deemed amended to
apply as to such maximum time and territory and to such maximum extent as such
court may judicially determine or indicate to be enforceable.  Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


c.                                       The provisions of this Section 9 shall survive the termination of
this Agreement and Executive’s employment for any reason.


 


10.                                 Confidentiality; Intellectual Property.


 


a.                                     Confidentiality.


 


(i)                                    Executive will not at any time (whether during or after Executive’s
employment with the Company) (x) retain or use for the benefit, purposes
or 


 


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account of Executive
or any other Person; or (y) disclose, divulge, reveal, communicate, share,
transfer or provide access to any Person outside the Company (other than its
professional advisers who are bound by confidentiality obligations), any
non-public, proprietary or confidential information — including, without
limitation, trade secrets, know-how, research and development, software,
databases, inventions, processes, formulae, technology, designs and other
intellectual property, information concerning finances, investments, profits,
pricing, costs, products, services, vendors, customers, clients, partners, investors,
personnel, compensation, recruiting, training, advertising, sales, marketing,
promotions, government and regulatory activities and approvals — concerning the
past, current or future business, activities and operations of the Company, its
subsidiaries or affiliates and/or any third party that has disclosed or
provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written
authorization of the Board.


 


(ii)                                 Confidential Information shall not include any information that is (A) generally
known to the industry or the public other than as a result of Executive’s
breach of this covenant or any breach of other confidentiality obligations by
third parties; (B) made legitimately available to Executive by a third
party without breach of any confidentiality obligation; or (C) required by
law to be disclosed; provided that Executive shall give prompt written
notice to the Company of such requirement, disclose no more information than is
so required, and cooperate with any attempts by the Company to obtain a
protective order or similar treatment.


 


(iii)                              Except as required by law, Executive will not disclose to anyone, other
than Executive’s immediate family and legal or financial advisors, the
existence or contents of this Agreement; provided that Executive may
disclose to any prospective future employer the provisions of Sections 9 and 10
of this Agreement provided they agree to maintain the confidentiality of such
terms.


 


(iv)                             Upon termination of Executive’s employment with the Company for any
reason, Executive shall (x) cease and not thereafter commence use of any
Confidential Information or intellectual property (including without
limitation, any patent, invention, copyright, trade secret, trademark, trade
name, logo, domain name or other source indicator) owned or used by the
Company, its subsidiaries or affiliates; (y) immediately return to the
Company all Company property and destroy, delete, or return to the Company, at
the Company’s option, all originals and copies in any form or medium (including
memoranda, books, papers, plans, computer files, letters and other data) in
Executive’s possession or control (including any of the foregoing stored or
located in Executive’s office, home, laptop or other computer, whether or not
Company property) that contain Confidential Information or otherwise relate to
the business of the Company, its affiliates and subsidiaries, except that
Executive may retain only those portions of any personal notes, notebooks and
diaries that do not contain any Confidential Information; and (z) notify
and fully cooperate with the Company regarding the delivery or destruction of
any other Confidential Information of which Executive is or becomes aware and
promptly return any other Company property in Executive’s possession.


 


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b.                                     Intellectual Property.


 


(i)                                    If Executive has created, invented, designed, developed, contributed to
or improved any works of authorship, inventions, intellectual property,
materials, documents or other work product (including without limitation,
research, reports, software, databases, systems, applications, presentations,
textual works, content, or audiovisual materials) (“Works”),
either alone or with third parties, prior to Executive’s employment by the
Company, that are relevant to or implicated by such employment (“Prior Works”), Executive hereby grants the Company a
perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable
license under all rights and intellectual property rights (including rights
under patent, industrial property, copyright, trademark, trade secret, unfair
competition and related laws) therein for all purposes in connection with the
Company’s current and future business.  A
list of all such material Works as of the date hereof is attached hereto as Exhibit B.


 


(ii)                                 If Executive creates, invents, designs, develops, contributes to or
improves any Works, either alone or with third parties, at any time during
Executive’s employment by the Company and within the scope of such employment
and/or with the use of any Company resources (“Company
Works”), Executive shall promptly and fully disclose such works to
the Company and hereby irrevocably assigns, transfers and conveys, to the
maximum extent permitted by applicable law, all rights and intellectual
property rights therein (including rights under patent, industrial property,
copyright, trademark, trade secret, unfair competition and related laws) to the
Company to the extent ownership of any such rights does not vest originally in
the Company.


 


(iii)                              Executive agrees to keep and maintain adequate and current written
records (in the form of notes, sketches, drawings, and any other form or media
requested by the Company) of all Company Works.  The records will be available to and remain
the sole property and intellectual property of the Company at all times.


 


(iv)                             Executive shall take all requested actions and execute all requested
documents (including any licenses or assignments required by a government
contract) at the Company’s expense (but without further remuneration) to assist
the Company in validating, maintaining, protecting, enforcing, perfecting,
recording, patenting or registering any of the Company’s rights in the Prior
Works and Company Works.  If the Company
is unable for any other reason to secure Executive’s signature on any document
for this purpose, then Executive hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Executive’s agent and
attorney-in-fact, to act for and on Executive’s behalf to execute any documents
and to do all other lawfully permitted acts in connection with the foregoing.


 


(v)                                Executive shall not improperly use for the benefit of, bring to any
premises of, divulge, disclose, communicate, reveal, transfer or provide access
to, or share with the Company any confidential, proprietary or non-public
information or intellectual property relating to a former employer or other
third party without the prior written permission of such third party.  Executive hereby indemnifies, holds harmless


 


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and agrees to defend
the Company and its officers, directors, partners, employees, agents and
representatives from any breach of the foregoing covenant.  Executive shall comply with all relevant
policies and guidelines of the Company, including regarding the protection of
confidential information and intellectual property and potential conflicts of
interest.  Executive acknowledges that
the Company may amend any such policies and guidelines from time to time, and
that Executive remains at all times bound by their most current version.


 


(vi)                              The provisions of this Section 10 shall survive the termination of
Executive’s employment for any reason.


 


11.                                 Specific Performance.  Executive acknowledges and agrees that the
Company’s remedies at law for a breach or threatened breach of any of the
provisions of Section 9 or Section 10 would be inadequate and the
Company would suffer irreparable damages as a result of such breach or
threatened breach.  In recognition of
this fact, Executive agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, the Company, without posting any
bond, shall be entitled to cease making any payments or providing any benefit
otherwise required by this Agreement and obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.


 


12.                                 Miscellaneous.


 


a.                                       Governing Law.  This Agreement shall be governed by,
construed and interpreted in all respects, in accordance with the laws of the
State of New York, without regard to conflicts of laws principles thereof.


 


b.                                      Entire Agreement/Amendments.  This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company.  There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly set forth
herein.  This Agreement may not be
altered, modified, or amended except by written instrument signed by the
parties hereto.


 


c.                                       No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.


 


d.                                      Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not be affected thereby.


 


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e.                                       Assignment.  This Agreement, and all of Executive’s rights
and duties hereunder, shall not be assignable or delegable by Executive.  Any purported assignment or delegation by
Executive in violation of the foregoing shall be null and void ab  initio
and of no force and effect.  This
Agreement may be assigned by the Company to a person or entity which is an
affiliate or a successor in interest to substantially all of the business
operations of the Company.  Upon such
assignment, the rights and obligations of the Company hereunder shall become
the rights and obligations of such affiliate or successor person or entity.


 


f.                                         Set Off.  The Company’s obligation to pay Executive the
amounts provided and to make the arrangements provided hereunder shall be
subject to set-off, counterclaim or recoupment of amounts owed by Executive to
the Company or its affiliates.


 


g.                                      Dispute Resolution.  Except with respect to Sections 9, 10 and 11
hereof, any controversy or claim arising out of or related to any provision of
this Agreement that cannot be mutually resolved by the parties hereto shall be
settled by final, binding and nonappealable arbitration in New York, NY by a
single arbitrator.  Subject to the
following provisions, the arbitration shall be conducted in accordance with the
applicable rules of American Arbitration Association then in effect.  Any award entered by the arbitrator shall be
final, binding and nonappealable and judgment may be entered thereon by either
party in accordance with applicable law in any court of competent
jurisdiction.  This arbitration provision
shall be specifically enforceable.  The
arbitrator shall have no authority to modify any provision of this Agreement or
to award a remedy for a dispute involving this Agreement other than a benefit
specifically provided under or by virtue of the Agreement.  Each party shall be responsible for its own
expenses relating to the conduct of the arbitration or litigation (including
attorney’s fees and expenses) and shall share the fees of the American
Arbitration Association and the arbitrator equally.


 


h.                                      Compliance with Section 409A of the Code.  The parties acknowledge and
agree that the interpretation of Section 409A of the Code and its
application to the terms of this Agreement is uncertain and may be subject to
change as additional guidance and interpretations become available.  Anything to the contrary herein
notwithstanding, all benefits or payments provided by the Company to the
Executive that would be deemed to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code are intended
to comply with Section 409A of the Code. 
If, however, any such benefit or payment is deemed to not comply with Section 409A
of the Code, the Company and the Executive agree to renegotiate in good faith
any such benefit or payment (including, without limitation, as to the timing of
any severance payments payable hereof), if possible, so that either (i) Section 409A
of the Code will not apply or (ii) compliance with Section 409A of
the Code will be achieved.  The Company
shall consult with Executive in good faith regarding the implementation of the
provisions of this Section 12(g); provided that neither the Company
nor any of its employees or representatives shall have any liability to
Executive with respect to thereto.


 


12

















 


i.                                          Successors; Binding Agreement.  This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.


 


j.                                          Notice.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered by hand or overnight
courier or three days after it has been mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth below in this Agreement, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.


 


	
  If to the Company:

  	
  ACP Lantern Acquisition Inc.

  
	
   

  	
  c/o Avista Capital Partners, LP

  
	
   

  	
  65 East 55th Street, 18th Floor

  
	
   

  	
  Attention:

  	
  Ben Silbert, Esq.

  
	
   

  	
  Facsimile:

  	
  (212) 593-6959

  
	
   

  	
  Email:

  	
  silbert@avistacap.com

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
  ACP Lantern Holdings Inc.

  
	
   

  	
  c/o Avista Capital Partners, LP

  
	
   

  	
  65 East 55th Street, 18th Floor

  
	
   

  	
  New York, New York 10022

  
	
   

  	
  Attention:

  	
  Ben Silbert, Esq.

  
	
   

  	
  Facsimile:

  	
  (212) 593-6959

  
	
   

  	
  Email:

  	
  silbert@avistacap.com

  
	
   

  	
   

  	
   

  
	
  If to Executive:

  	
  Donald Kiepert

  
	
   

  	
  401 Beacon Street,
  #2

  
	
   

  	
  Boston,
  Massachusetts 02115

  
	
   

  	
  Facsimile:

  	
   

  
	
   

  	
  Email:

  	
  dkiepert@pointtherapeutics.com

  



 


k.                                       Executive Representation.  Executive hereby represents to the Company
that (i) Executive
has been provided with sufficient opportunity to review this Agreement and has
been advised by the Company to conduct such review with an attorney of his
choice and (ii) the execution and
delivery of this Agreement by Executive and the Company and the performance by Executive
of Executive’s duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any employment agreement or other agreement or policy
to which Executive is a party or otherwise bound, including, but not limited
to, the Employment, Confidentiality and Non-Competition Agreement between
Executive and Point Therapeutics, Inc. (under its former name, Immune
Therapeutics, Inc.) dated as of January 22, 1997 (the “1997
Employment Agreement”), the First Amended Executive Employment Agreement by
and between 


 


13

















 


Point Therapeutics, Inc,
dated as of October 31, 2001 (the “2001 Employment Agreement”), and
the Consulting Agreement by and between Executive and Point Therapeutics, Inc.,
dated as of July 26, 2007 (the “Consulting Agreement”).


 


l.                                          Cooperation.  Executive shall provide Executive’s
reasonable cooperation in connection with any action or proceeding (or any
appeal from any action or proceeding) which relates to events occurring during
Executive’s employment hereunder.  This
provision shall survive any termination of this Agreement or Executive’s
employment.


 


m.                                    Withholding Taxes.  The Company may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.


 


n.                                      Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


[Signatures on following page]


 


14

















 


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


 


	
  ACP Lantern Acquisition, Inc.

  	
  DONALD KIEPERT

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ David Burgstahler

  	
   

  	
  /s/ Donald Kiepert

  
	
  By:

  	
  David Burgstahler

  	
   

  	
   

  
	
  Title:

  	
  Authorized Representative

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACP
  Lantern Holdings, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David Burgstahler

  	
   

  	
   

  
	
  By:

  	
  David Burgstahler

  	
   

  	
   

  
	
  Title:

  	
  Authorized Representative

  	
   

  	
   

  



 


[Signature Page to Kiepert Employment
Agreement]


 

















 


EXHIBIT A


RELEASE


 


This RELEASE (“Release”)
dated as of
                      ,
20     between ACP
Lantern Acquisition Inc., a Delaware
corporation (the “Company”), and
Donald Kiepert (the “Executive”).


 


WHEREAS, the Company and the Executive
previously entered into an employment agreement dated December     ,
2007 (the “Employment Agreement”); and


 


WHEREAS, the Executive’s employment with
the Company has terminated effective
            
    , 20    ;


 


NOW, THEREFORE, in consideration of the
premises and mutual agreements contained herein and in the Employment
Agreement, the Company and the Executive agree as follows:


 


1.                                       The Executive, on his own behalf and on behalf of his heirs, estate and
beneficiaries, does hereby release the Company, and in such capacities, any of
its subsidiaries or affiliates, and each past or present officer, director,
agent, employee, shareholder, and insurer of any such entities, from any and
all claims made, to be made, or which might have been made of whatever nature,
whether known or unknown, from the beginning of time, including those that
arose as a consequence of his employment with the Company, or arising out of
the severance of such employment relationship, or arising out of any act
committed or omitted during or after the existence of such employment
relationship, all up through and including the date on which this Release is
executed, including, but not limited to, those which were, could have been or
could be the subject of an administrative or judicial proceeding filed by the
Executive or on his behalf under federal, state or local law, whether by
statute, regulation, in contract or tort, and including, but not limited to,
every claim for front pay, back pay, wages, bonus, fringe benefit, any form of
discrimination (including but not limited to, every claim of race, color, sex,
religion, national origin, disability or age discrimination under the Civil
Rights Act of 1866; the Age Discrimination in Employment Act; the Americans
with Disabilities Act; the Family and Medical Leave Act, the Civil Rights Act
of 1964, Title VII, as amended; the Civil Rights Act of 1991; the Employee
Retirement Income Security Act of 1974, as amended; the Equal Pay Act; the
Worker Adjustment and Retraining Notification Act; The New York State Human
Rights Law; the New York City Human Rights Law; or any other federal, state or
local law relating to employment or discrimination in employment, or
otherwise), wrongful termination, emotional distress, pain and suffering,
breach of contract, compensatory or punitive damages, interest, attorney’s
fees, reinstatement or reemployment.  If
any arbitrator or court rules that such waiver of rights to file, or have
filed on his behalf, any administrative or judicial charges or complaints is
ineffective, the Executive agrees not to seek or accept any money damages or
any other relief upon the filing of any such administrative or judicial charges
or complaints.  The Executive
relinquishes any right to future employment with the Company and the Company
shall have the right to refuse to re-employ the Executive, in each case without
liability of the Executive or the Company. 
The Executive acknowledges and agrees that even though claims and facts
in addition to those now known or believed by him to exist may subsequently be
discovered, it is his intention to fully settle and release all claims he may
have against the Company and the persons and entities described above, whether
known, unknown or suspected.  Employee
does not waive his right to file a charge with the Equal Employment Opportunity
Commission (“EEOC”) or participate in an
investigation conducted by the EEOC; however, Employee expressly waives his
right to 


 


16

















 


monetary or other relief should any
administrative agency, including but not limited to the EEOC, pursue any claim
on Employee’s behalf.


 


2.                                       The Company and the Executive acknowledge and agree that the release contained
in Paragraph 1 does not, and shall not be construed to, release or limit the
scope of any existing obligation of the Company and/or any of its subsidiaries
or affiliates (i) to indemnify the Executive for his acts as an officer or
director of Company in accordance with the bylaws of Company or the law or (ii) to
the Executive and his eligible, participating dependents or beneficiaries under
any existing group welfare (excluding severance), equity, or retirement plan of
the Company in which the Executive and/or such dependents are participants.


 


3.                                                    The Executive acknowledges that he has been provided at least 21 days
to review the Release and has been advised to review it with an attorney of his
choice.  In the event the Executive
elects to sign this Release prior to this 21 day period, he agrees that it is a
knowing and voluntary waiver of his right to wait the full 21 days.  The Executive further understand that he has
7 days after the signing hereof to revoke it by so notifying the Company in writing,
such notice to be received by the Board of Directors of ACP Lantern Holdings Inc. within
the 7 day period.  The Executive further
acknowledge that he has carefully read this Release, knows and understands its
contents and its binding legal effect. 
The Executive acknowledge that by signing this Release, he does so of
his own free will and act and that it is his intention that he be legally bound
by its terms.


 


IN WITNESS WHEREOF, the parties have
executed this Release on the date first above written.


 


	
   

  	
  ACP
  Lantern Acquisition Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DONALD
  KIEPERT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


17

















 


EXHIBIT B


PRIOR WORKS


 


[None]


 


18