Exhibit 10.10


 





 


Employment Agreement


 


Mary Fisher


 


Dear Mary:


 


We are delighted to present this letter
agreement, setting out the terms of your continued employment with Acorda
Therapeutics, Inc. (the “Company”) as Chief Operating Officer. 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 be deemed to be effective as of December 19, 2005
(the “Effective Date”).


 


1.                                       Employment.


 


You will be employed by the Company as Chief
Operating Officer 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 incurred by you in
furtherance of the Company’s business, in accordance with the policies adopted
from time to time by the Company.


 


	
  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

  



 





















 


(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 9 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, 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.


 


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(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 12 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 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


 


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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 and 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/ Mary Fisher

  	
   

  	
   

  
	
  Mary Fisher

  	
   

  
	
   

  	
   

  
	
  Date: Dec 23, 2005

  	
   

  
			



 


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