EXHIBIT 10.48
December 17, 2002
Mr. Michael Becker
1478 Green Meadows Road
Yardley, PA 19067
Dear Michael:
Cytogen Corporation is pleased to offer you the position of President and Chief
Executive Officer at a biweekly rate of $9,615.38 (annualized at $250,000)
effective on December 17, 2002. Additionally, you will receive a car allowance
of $750.00 per month pursuant to the Company's normal policies regarding such
allowances.
You will also be eligible to participate in the Cytogen Corporation Performance
Bonus Plan as and if approved by the Board of Directors for each performance
year. Your targeted bonus will be 30% of base salary and will be based upon the
achievement of performance objectives to be established by the Board of
Directors, with the level of achievement determined by the Board of Directors in
its sole discretion.
As discussed, and subject to shareholder approval of sufficient shares, you have
been granted options to purchase 200,000 shares of Cytogen's Common Stock,
further conditioned on the commencement of your new position. In this regard,
Cytogen's Shareholders will be asked to approve a proposal to increase the
number of shares available for issuance under Cytogen's Corporation Incentive
Stock Option Plan (the "Plan") at their 2003 Annual Meeting, anticipated to
occur in June 2003. 50,000 of such options shall vest immediately upon
acceptance of the terms of this letter. The remaining 150,000 of such options
will vest in three (3) equal tranches of 50,000 each and based upon the
achievement of certain milestones to be established by the Board of Directors in
its sole discretion. It is anticipated that the Board of Directors will
establish and communicate such milestones to you in February 2003. It is
intended that all such options shall be incentive stock options if, and only to
the extent, permitted under relevant law.
The exercise price for these stock options will be the market price (the average
of the low and high prices) of Cytogen Corporation stock on December 17, 2002. A
copy of the Option Agreement and the Plan governing your option grants will be
provided to you. You will also be eligible for additional stock option awards as
determined at the sole discretion of the Board of Directors.
In your new position within the Company, your existing benefits package remains
the same. These benefits, as with all benefit programs, are subject to change at
the sole discretion of the Board of Directors.
In the event the Company terminates your employment for reasons other than
Cause, you shall receive twelve months of base pay and continuation of benefits
under COBRA (to be reimbursed or paid directly to the provider at the Company's
option). Base pay during such period shall be payable at the sole discretion of
the Company, in monthly or bi-weekly installments, or in a lump sum. You will
also be entitled to receive, on a pro rata basis, such portion of incentive
awards as earned based on performance, if any, through the date of termination.
The Board of Directors will determine the amount of any such incentive award
payment in its sole discretion. The receipt of such severance pay and benefits
shall be conditioned on your first signing a valid general release of any claims
you then have as against the Company, its affiliates, officers, directors,
agents and employees.
"Cause" shall mean material refusal or failure to perform and discharge duties
and responsibilities to the Company in accordance with the terms of your
employment, or willful action or inaction that is materially inconsistent with
the terms of your employment; or material breach of your fiduciary duties as an
officer of the Company or any subsidiary or affiliate of the Company; or
conviction of a felony; or conviction of any other crime involving personal
dishonesty or moral turpitude.
Please indicate your acceptance of this offer letter by signing below and
returning the original to me. We look forward to your acceptance and the
leadership we expect you to bring to the Company.
Sincerely,
/s/ James A. Grigsby
James A. Grigsby
Chairman
ACCEPTED AND AGREED TO THIS 17th DAY OF December, 2002
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By: /s/ Michael D. Becker
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Michael D. Becker