Exhibit 10.9


 





 


Employment Agreement


 


Andrew R. Blight, Ph.D.


 


Dear Andy:


 


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


 


1.                                       Base
Salary.


 


In consideration for your services under this Agreement, you shall be
paid an annual base salary of $215,000. 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 ail 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


 


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arbitration
hereunder without the prior written consent of you and the Company. The Company
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/ Andrew
  R. Blight, Ph.D.

  	
   

  	
   

  
	
  Andrew R.
  Blight, Ph.D.

  	
   

  
	
   

  	
   

  
	
  Date: 12/22/2005

  	
   

  
			



 


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