Exhibit 10.2
Execution Copy
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of April [
], 2008 (the "Effective Date"), by and between
MacroChem Corporation, Inc., a Delaware corporation (the "Company"), and David
P. Luci, an individual who resides at 270 Benedict Road, Staten Island, New York
10304 (the "Executive").
RECITALS:
WHEREAS, the Company is engaged in the business of acquiring and developing
small molecule pharmaceuticals for oncology indications (the "Business"); and
WHEREAS, the Company and Executive entered into that certain employment
agreement, dated December 6, 2007 (the "Original Agreement"), pursuant to which
the Company engaged Executive to serve as the Company's General Counsel & Vice
President, Corporate Development; and
WHEREAS, the Company promoted Executive on March 19, 2008 to serve in the
additional capacity as the Company's Chief Financial Officer, and Executive
agreed to serve in such capacity and has since served in said capacity; and
WHEREAS, the Company desires to continue to employ the Executive, and the
Executive desires to be employed by the Company, in several new capacities, in
each case, on the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and of the respective
covenants and agreements herein set forth, the Company and the Executive agree
as follows:
1.
EMPLOYMENT.
THE COMPANY WILL EMPLOY
THE EXECUTIVE, AND THE EXECUTIVE WILL SERVE AS THE PRESIDENT & CHIEF BUSINESS
OFFICER OF THE COMPANY.
THE EXECUTIVE WILL ALSO BE A MEMBER OF THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD") SO LONG AS HE IS EMPLOYED IN THIS
CAPACITY OR ANY OTHER CAPACITY AND EXECUTIVE WILL REPORT DIRECTLY TO THE BOARD.
THE EXECUTIVE WILL BE RESPONSIBLE FOR AND PERFORM SUCH SERVICES CUSTOMARY TO
THESE OFFICES (E.G. SERVICES TRADITIONALLY PERFORMED BY A CHIEF OPERATING
OFFICER AND CHIEF FINANCIAL OFFICER AND GENERAL COUNSEL), AND SUCH OTHER DUTIES
AND SERVICES AS SHALL FROM TIME TO TIME BE REASONABLY ASSIGNED TO HIM BY THE
BOARD, CONSISTENT WITH SUCH POSITIONS AND THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, PRIMARY RESPONSIBILITY FOR DAY-TO-DAY OPERATING ACTIVITIES AS WELL
AS PRIMARY RESPONSIBILITY FOR THE COMPANY'S FINANCE, ACCOUNTING AND LEGAL
MATTERS.
IT IS UNDERSTOOD THAT EXECUTIVE MAY PARTICIPATE ON UP TO THREE BOARDS
OF DIRECTORS OR ADVISORY BOARDS OF OTHER COMPANIES AND OTHERWISE PARTICIPATE IN
PERSONAL INVESTMENTS, TO THE EXTENT SUCH ACTIVITIES DO NOT MATERIALLY INTERFERE
WITH THE PERFORMANCE OF HIS DUTIES WITH THE COMPANY AND TO THE EXTENT THAT THE
EXECUTIVE HAS THE PRIOR APPROVAL OF THE BOARD TO PARTICIPATE IN ANY SUCH
ACTIVITY.
THE EXECUTIVE WILL PERFORM HIS DUTIES HEREUNDER FAITHFULLY AND TO THE
BEST OF HIS ABILITIES AND IN FURTHERANCE OF THE BUSINESS OF THE COMPANY AND ITS
SUBSIDIARIES, AND WILL DEVOTE HIS TIME AND ENERGIES TO THE BUSINESS AND AFFAIRS
OF THE COMPANY AND ITS SUBSIDIARIES.
2.
TERM.
THE EXECUTIVE'S EMPLOYMENT
HEREUNDER SHALL BE "AT WILL" AND IS TERMINABLE AT ANY TIME BY EITHER PARTY,
SUBJECT TO THE PROVISIONS OF SECTIONS 4, 5 AND