Exhibit 10.12


 





 


Employment Agreement


 


Jane Wasman, Esq.


 


Dear Jane:


 


We are delighted to present this letter agreement,
setting out the terms of your continued employment with Acorda Therapeutics,
Inc. (the “Company”) as Executive Vice President, General Counsel and Corporate
Secretary. If these terms are acceptable, please sign and date the copy of this
letter provided herewith and return it to me at your first convenience. If you
accept the terms offered herein, this Agreement shall he deemed to be effective
as of December 19, 2005 (the “Effective Date”).


 


1.                                       Employment.


 


You will be employed by the Company as Executive Vice
President, General Counsel and Corporate Secretary of the Company.


 


1.                                       Base
Salary.


 


In consideration for your services under this Agreement,
you shall be paid an annual base salary of $225,000 to be paid in accordance
with the Company’s standard payroll practices. Your base salary shall be
reviewed annually by the President and Chief Executive Officer and the
compensation committee of the Board of Directors.


 


2.                                       Annual
Bonus.


 


You shall be eligible to receive an annual bonus as
part of any bonus program implemented by the Board of Directors in an amount
determined based on your performance.


 


3.                                       Benefits;
Perquisites; Reimbursement of Expenses.


 


In addition to those payments set forth above, you
shall be entitled to the following benefits and payments:


 


(a)           Employee Benefit Plans Generally. You
shall be entitled to participate in all employee benefit plans which the
Company provides or may establish from time to time for the benefit of its
senior executives.


 


(b)           Vacation. You shall be entitled to paid
vacation in accordance with the Company’s vacation policy as that policy may be
amended from time to time.


 


(c)           Perquisites and Reimbursement of Expenses. You
shall be entitled to all perquisites offered to senior executives of the
Company. In addition, you shall be entitled to reimbursement for all ordinary
and reasonable out-of-pocket business expenses which are


 


	
  NY446527.4

  	
   

  	
   

  	
   

  	
   

  
	
  20243710001

  	
   

  	
   

  	
   

  	
   

  
	
  12/19/2005 fms

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15 SKYLINE DRIVE

  	
   

  	
  PHONE: (914) 347-4300

  	
   

  	
  E-MAIL: ACORDA@ACORDA.COM

  
	
  HAWTHORNE, NY
  10532

  	
   

  	
  FAX: (914) 347-4560

  	
   

  	
  WEBSITE: WWW.ACORDA.COM

  



 





















 


incurred
by you in furtherance of the Company’s business, in accordance with the
policies adopted from time to time by the Company.


 


(d)                                 Insurance. You shall be covered by a
Directors and Officers Liability Insurance policy that generally covers the
directors and officers of the Company, provided by the Company at its expense,
for so long as the Company has such a policy in place.


 


4.                                       Stock
Options, Stock Appreciation Rights and Restricted Stock Awards.


 


You shall be eligible to receive annual
performance-based stock option grants to purchase shares of the Company’s
common stock (“Options”), stock appreciation rights awards (“SARs”), and/or
restricted stock awards of the Company’s common stock (“Stock Awards”). The
number of annual Options, SARs, and/or Stock Awards granted shall be determined
based on the achievement of individual performance objectives as recommended by
the compensation committee and approved by the Board of Directors and the
Company’s achievement of its goals and objectives. All such Options, SARs,
and/or Stock Awards shall be granted pursuant to and in accordance with the terms of the Acorda
Therapeutics, Inc. 1999 Employee Stock Option Plan as amended and/or any
additional or replacement plan adopted by the Board (the “Plan(s)”) except as
such terms may be specifically modified herein. Unless otherwise provided for
in any Option, SARs or Stock Awards agreement, all Options, SARs and Stock
Awards granted to you shall vest in 16 equal quarterly installments, beginning
with the first day of the quarter next following the date the Option, SAR or
Stock Award is granted.


 


5.                                       Termination.


 


(a)                                  Termination of Your Employment by the Company Without
Cause or Voluntary Termination by You With Good Reason. If the
Company terminates your employment without Cause or if you terminate your
employment with Good Reason other than pursuant to subsection (c) of this
Section 5, the following shall apply:


 


(i)                                     The
Company shall pay to you an amount equal to 7 months of your base salary in the
form of salary continuation (the “Severance Period”). The amount payable under
this subsection (i) shall be reduced by 50% in the event that you obtain other
employment during the Severance Period.


 


(ii)                                  If
you or your eligible spouse and dependents timely elect COBRA Coverage, the
Company shall pay the monthly premiums for such coverage during the Severance
Period; provided that, if you elect coverage under a subsequent employer’s
group health insurance plan during the Severance Period, payment of such
premiums shall cease.


 


(iii)                               The
Options, SARs and Restricted or other Stock Awards granted to you hereunder or
under any other agreement that have vested (or, in the case of Restricted Stock
Awards, solely for purposes of this provision, will be deemed to have vested
based on a four year quarterly vesting schedule beginning with the date of
award) as of the termination date shall remain exercisable for 90 days
following such date (and,


 


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with respect to Restricted Stock Awards, have the
restrictions removed). All unvested Options, SARs and Stock Awards will be
cancelled on the date of termination.


 


(iv)                              The
Company shall pay you for all amounts due under this Agreement, including
salary earned but not paid prior to termination and vacation and sick leave
days that have accrued through the date of termination and have not been used.


 


(v)                                 The
Company shall pay you for all reimbursable business expenses that you incur
through the date of termination upon presentation of acceptable supporting
documentation.


 


(b)                                 Termination of Your Employment by the Company With
Cause or by You Without Good Reason. The Company may terminate your
employment with Cause or you may resign at any time. In such case, you shall be
paid all amounts due for services rendered under this Agreement up until the termination
date. Thereafter, no further payments shall be made to you under this
Agreement. All Options granted to you hereunder or under any other agreement that
are fully vested as of the date of your termination shall remain exercisable
for ninety (90) days from the termination date. If you dispute the grounds for
your termination, your vested Options will remain exercisable until ninety (90)
day after the date the dispute is resolved. All unvested Options, SARs and
Stock Awards shall be forfeited.


 


(c)                                  Termination of Your Employment by the Company Without Cause or Voluntary
Termination by You With Good Reason Following a Change in Control.
If the Company terminates your employment without Cause or if you terminate
your employment with Good Reason within the first 18 months after a Change in
Control, the following shall apply:


 


(i)                                     The
Company shall pay to you an amount equal to 9 months of your base salary (the “CIC
Severance Period”) in a lump sum within 30 days after the date of termination.
You shall be under no obligation to secure alternative employment during the
Severance Period, and payment of your base salary shall be made without regard
to any subsequent employment you may obtain.


 


(ii)                                  The
Company shall also pay you a bonus equal to the last annual bonus you received
multiplied by a fraction, the numerator of which shall be the number of days in
the calendar year elapsed as of the termination date and the denominator of
which shall be 365. Such payment shall be made at the time bonus payments are made
by the Company to its other senior officers, but in no event later than one
year following the termination date.


 


(iii)                               If
you or your eligible spouse and dependents timely elect COBRA Coverage, the
Company shall pay the monthly premiums for such coverage during the CIC
Severance Period; provided that, if you elect coverage under a subsequent
employer’s group health insurance plan during the Severance Period, payment of
such premiums shall cease


 


(iv)                              Not
less than 50% of the unvested Options, SARs and Restricted or other Stock
Awards granted to you hereunder or under any other agreement shall


 


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become immediately and fully vested (and, with respect
to Restricted Stock Awards, have the restrictions removed) as of the
termination date, and such Options shall remain exercisable for 18 months
following such date. All remaining unvested Options, SARs and Stock Awards will
be cancelled on the date of termination.


 


(v)                                 The
Company shall pay you for all amounts due under this Agreement, including
salary earned but not paid prior to termination and vacation and sick leave
days that have accrued through the date of termination and have not been used.


 


(vi)                              The
Company shall pay you for all reimbursable business expenses that you incur
through the date of termination upon presentation of acceptable supporting
documentation.


 


(d)                                 Cause. As used herein, “Cause” means that
you have:


 


(i)                                     committed
gross negligence in connection with your duties as set forth herein or otherwise
with respect to the business and affairs of the Company,;


 


(ii)                                  committed
fraud in connection with your duties as set forth herein or otherwise with
respect to the business and affairs of the Company;


 


(iii)                               engaged
in “willful misconduct” with respect to the business and affairs of the
Company. For purposes of this Agreement, “willful misconduct” means misconduct
committed with actual knowledge that your actions violate directions and
instructions of the CEO, which directions and instructions are legal and
consistent with the Agreement;


 


(iv)                              materially
breached your duties under this Agreement or failed to materially comply with
the Company’s policies and practices; or


 


(v)                                 committed
an act of moral turpitude, theft, dishonesty or insubordination.


 


“Cause”
shall be found only by a majority of the full Board.


 


(e)                                  Good Reason. As used herein, “Good Reason”
means that:


 


(i)                                     the
Company has materially breached this Agreement;


 


(ii)                                  the
Company fails to achieve the assignment of this Agreement by an acquiring
entity; or


 


(iii)                               your
position have been materially reduced or you have been assigned duties that are
materially inconsistent with your duties as set forth herein or which
materially impair your ability to perform the services contemplated hereunder.


 


Termination for Good Reason may occur only after you have given the CEO
notice and 30 days to cure, where cure is feasible.


 


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(f)                                    Change in Control. As used herein, “Change
of Control” shall be deemed to have occurred if:


 


(i)                                     there
is a consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation; or there is any other merger or
consolidation if, after such merger or consolidation shareholders of the
Company immediately prior to such merger or consolidation hold less than 50% of
the voting stock of the surviving entity;


 


(ii)                                  there
is a sale or transfer of all or substantially all of the assets of the Company
in one or a series of transactions or there is a complete liquidation or
dissolution of the Company; or


 


(iii)                               any
individual or entity or group acting in concert and affiliates thereof,
acquires, directly or indirectly, more than 50% of the outstanding shares of
voting stock of the Company; provided that this subsection (iii) shall not
apply to an underwritten public offering of the Company’s securities.


 


6.                                       Confidentiality/Noncompetition. As a condition of this
Agreement, you agree to execute and be bound by the terms of the Company’s form
of Confidentiality, Invention Assignment and Non-Competition Agreement(s).


 


7.                                       Term. The term of this Agreement shall continue for a period of
one year following the Effective Date, unless earlier terminated as provided
herein, after which time your employment may continue on an at-will basis,
pursuant to which either you or the Company may terminate your employment
relationship with the Company at any time, with or without cause. This
Agreement may be extended by the mutual agreement of the parties hereto.


 


8.                                       Miscellaneous
Provisions.


 


(a)                                  Notices. All notices and other
communications hereunder between you and the Company shall be in writing, shall
be addressed to the receiving party’s address of record (or to such other
address as a party may designate by notice hereunder), and shall be either (i) delivered
by hand, (ii) made by telecopy, (iii) sent by overnight courier, or (iv) sent
by certified mail, return receipt requested, postage prepaid.


 


(b)                                 Modifications and Amendments. The terms
and provisions of this Agreement may be modified or amended only by written
agreement executed by the parties hereto.


 


(c)                                  Waivers and Consents. The terms and
provisions of this Agreement may be waived, or consent for the departure
therefrom granted, only by written document executed by the party entitled to
the benefits of such terms or provisions. No such waiver or consent shall be deemed
to be or shall constitute a waiver or consent with respect to any other terms
or provisions of this Agreement, whether or not similar. Each such waiver or
consent shall be effective only in the specific instance and for the purpose
for which it was given, and shall not constitute a continuing waiver or
consent.


 


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(d)                                 Assignment. This Agreement shall inure to
the benefit of and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributes, devisees and
legatees. This Agreement may not be assigned or pledged by you. In the event of
the merger or consolidation of the Company (whether or not the Company is the
surviving or resulting corporation), the transfer of all or substantially all
the assets of the Company, or the voluntary or involuntary dissolution of the
Company, the surviving or resulting corporation or the transferee or
transferees of the Company’s assets shall be bound by this and the Company
shall take all actions necessary to ensure that such corporation, transferee or
transferees assume and are bound by its provisions.


 


(e)                                  Severability. The parties intend this
Agreement to be enforced as written. However, if any portion or provision of
this Agreement shall to any extent be declared illegal or unenforceable by a
duly authorized court of proper jurisdiction, then the remainder of this Agreement,
or the application of such portion or provision in circumstances other than
those as to which it is so declared illegal or unenforceable, shall not be
affected thereby, and each portion and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.


 


(f)                                    Choice of Law. This Agreement and the
rights and obligations of the parties hereunder shall be construed in
accordance with and governed by the law of the State of New York, without
giving effect to the conflict of law principles thereof.


 


(g)                                 Entire Agreement. This Agreement
constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and supersede all prior agreements and understandings of
the parties hereto, oral or written, with respect to the subject matter hereof.
Notwithstanding the preceding sentence, the provisions of the Acorda
Therapeutics, Inc. Restricted Stock Purchase Agreements (dated March 1995 and
February 1996) and all Option, SAR and Stock Award Agreements entered into
between you and the Company shall remain in effect pursuant to their respective
terms.


 


(h)                                 Arbitration. Any dispute or controversy
between you and the Company, arising out of or relating to this Agreement or
the breach of this Agreement, shall be settled by arbitration administered by
the American Arbitration Association (“AAA”) in accordance with its Employment
Disputes Arbitration Rules then in effect, and judgment on the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. Any
arbitration shall be held before a single arbitrator who shall be selected by
the mutual agreement of you and the Company, unless the parties are unable to
agree to an arbitrator, in which case, the arbitrator will be selected under
the procedures of the AAA. The arbitrator shall have the authority to award any
remedy or relief that a court of competent jurisdiction could order or grant,
including, without limitation, the issuance of an injunction. However, either
party may, without inconsistency with this arbitration provision, apply to any
court having jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the arbitration award
is rendered or the controversy is otherwise resolved. Except as necessary in
court proceedings to enforce this arbitration provision or an award rendered
hereunder, to obtain interim relief, as required by law, or the party’s
immediate family and legal and financial advisors, neither a party nor an
arbitrator may disclose the existence, content or results of any arbitration
hereunder without the prior written consent of you and the Company. The Company


 


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shall pay all costs and fees associated with such arbitration,
including all arbitration fees, the arbitrator’s fees, attorneys’ fees all
costs.


 


If the terms of this Agreement are acceptable to you
please sign where indicated below. It is understood and acknowledged that a fax
signature will be considered to be valid as an original.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Acorda Therapeutics, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ron Cohen

  
	
   

  	
   

  
	
   

  	
  Its:

  	
  President & CEO

  



 


	
  Agreed to and accepted:

  	
   

  
	
   

  	
   

  
	
  /s/ Jane Wasman

  	
   

  
	
  Jane Wasman

  	
   

  
	
   

  	
   

  
	
  Date: Dec. 19, 2005

  	
   

  



 


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