Exhibit 10.8
EMPLOYMENT AGREEMENT
(Brian Posner)
This Employment Agreement dated as of January 5, 2009 (this "Agreement") is made
by and between Power Medical Interventions, Inc., a Delaware corporation (the
"Company"), and Brian Posner ("Executive").
BACKGROUND
The Company desires to employ Executive, and employee desires to be employed by
the Company in accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises, the respective covenants and
commitments of the parties hereto set forth in this Agreement and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY OFFERS AND
EXECUTIVE ACCEPTS EMPLOYMENT AND AGREES TO PERFORM SERVICES FOR THE COMPANY, FOR
THE PERIOD AND UPON THE OTHER TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN
THIS AGREEMENT.
2.
EMPLOYMENT TERM.
EXECUTIVE'S
EMPLOYMENT PURSUANT TO THIS AGREEMENT SHALL BE FROM JANUARY 5, 2009 (THE
"EFFECTIVE DATE"), THROUGH DECEMBER 31, 2011, UNLESS EARLIER TERMINATED PURSUANT
TO THE PROVISIONS OF SECTION 9 BELOW.
IF EXECUTIVE'S EMPLOYMENT CONTINUES
BEYOND DECEMBER 31, 2011, SUCH EMPLOYMENT SHALL BE AT WILL, UNLESS AND TO THE
EXTENT THIS AGREEMENT IS EXTENDED OR RENEWED BY A WRITTEN AGREEMENT BETWEEN THE
PARTIES.
3.
TITLE AND DUTIES; REPRESENTATIONS AND
WARRANTIES.
3.1.
SERVICE WITH COMPANY.
COMPANY HEREBY EMPLOYS
EXECUTIVE TO PERFORM THOSE EXECUTIVE DUTIES AND SERVICES AS THE COMPANY SHALL
FROM TIME TO TIME SET FORTH, AND EXECUTIVE ACCEPTS EMPLOYMENT WITH THE COMPANY,
UPON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
EXECUTIVE SHALL SERVE AS
THE CHIEF FINANCIAL OFFICER OF THE COMPANY AND SHALL REPORT TO THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY.
EXECUTIVE MAY ALSO SERVE AS AN OFFICER OR
DIRECTOR OF ONE OR MORE SUBSIDIARIES OF THE COMPANY; PROVIDED, HOWEVER, THAT
EXECUTIVE SHALL NOT BE ENTITLED TO ANY ADDITIONAL COMPENSATION FOR SERVING IN
SUCH ADDITIONAL CAPACITIES.
3.2.
PERFORMANCE OF DUTIES.
EXECUTIVE AGREES TO
SERVE THE COMPANY FAITHFULLY AND TO THE BEST OF HIS ABILITY AND TO DEVOTE HIS
FULL TIME, ATTENTION AND BEST EFFORTS TO THE BUSINESS AND AFFAIRS OF THE COMPANY
AFTER THE EFFECTIVE DATE AND DURING THE TERM OF THIS AGREEMENT.
EXCEPT TO THE
EXTENT THE RESTRICTIONS CONTAINED IN SECTION 5 MAY APPLY, NOTHING IN THIS
AGREEMENT SHALL PROHIBIT EXECUTIVE FROM (I) MAKING AND MANAGING PASSIVE
INVESTMENTS, AND (II) ENGAGING IN RELIGIOUS, ACADEMIC, CHARITABLE OR OTHER
COMMUNITY OR NON-PROFIT ACTIVITIES, IN A MANNER, AND TO AN EXTENT, THAT WILL NOT
INTERFERE WITH HIS DUTIES TO THE COMPANY. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS SECTION, COMPANY ACKNOWLEDGES THE SEPARATION AGREEMENT DATED
DECEMBER 23, 2008 BY AND AMONG EXECUTIVE, PHARMACOPEIA, INC. AND LIGAND
PHARMACEUTICALS INCORPORATED AND
ACKNOWLEDGES EXECUTIVE' CONTINUING OBLIGATIONS THEREUNDER, INCLUDING THE
OBLIGATION TO PROVIDE CERTAIN COOPERATION.
3.3.
COMPLIANCE WITH COMPANY POLICIES.
EXECUTIVE
AGREES THAT IN THE RENDERING OF ALL SERVICES TO THE COMPANY AND IN ALL ASPECTS
OF EMPLOYMENT HEREUNDER, HE SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL
DIRECTIVES, POLICIES, STANDARDS AND REGULATIONS FROM TIME TO TIME ESTABLISHED BY
THE COMPANY,