Exhibit 10.11


 





 


Employment
Agreement


 


David Lawrence


 


Dear Dave:


 


We
are delighted to present this letter agreement, setting out the terms of your
continued employment with Acorda Therapeutics, Inc. (the “Company”) as
Chief Financial 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 Financial Officer of the Company.


 


1.                                    Base
Salary.


 


In
consideration for your services under this Agreement, you shall be paid an
annual base salary of $180,000. 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 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)                                 Not less than 50% of
the unvested 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 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)                                50% of the 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 exercisable for 18 months


 


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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/ David Lawrence

  	
   

  
	
  David Lawrence

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  



 


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