EXHIBIT 10.44
TUITION REIMBURSEMENT AGREEMENT
This Tuition Reimbursement Agreement is dated as of May 24, 2001
between A. Brian Davis, of Willow Grove, PA ("Employee") and Neose Technologies,
Inc., a Delaware corporation ("Neose").
Background
Neose and Employee believe it is in the best interests of Neose for
Employee to pursue and obtain an Executive MBA degree from The Wharton School of
the University of Pennsylvania ("Wharton"). Based on Neose's commitment to fund
the costs, Employee has enrolled in the Wharton Executive MBA Program
("Program"), which is a two-year program commencing on May 27, 2001. To that
end, Neose will pay certain costs of and allow Employee certain time off to
attend the Program, in exchange for Employee's commitment to complete the
Program and remain at Neose for a specified period.
Terms
In consideration of the foregoing and intending to be legally bound
hereby, the parties agree as follows:
1. Loan.
1.1 Loan of Tuition Amounts. Subject to the terms and conditions of
this Agreement, Neose will lend to Employee, by paying in a timely manner on
behalf of Employee, or reimbursing Employee for any such amounts paid directly
by him, the following amounts ("Loan"):
1.1.1 All tuition payments for the Program invoiced by Wharton.
1.1.2 All application, registration and other
program-related fees charged by Wharton in connection with
the Program. 1.1.3 The cost of all textbooks required by
Wharton for the Program. 1.1.4 The cost of parking necessary
to attend the Program, up to a maximum of $700 per year of
the Program.
1.2 Interest. The outstanding balance of the Loan will bear interest at
a rate of 4.71% per annum, payable annually on May 27 of each year (each, an
"Interest Payment Date"), commencing on May 27, 2002.
1.3 Repayment.
1.3.1 Forgiveness of Principal. Neose will forgive repayment by
Employee of Loan in four equal installments (each, a
"Forgiveness Payment"), on each of May 27, 2004, May 27,
2005, May 27, 2006, and May 27, 2007 (each, a "Forgiveness
Date"), if (i) Employee has completed the Program and
received an MBA degree, and (ii) Employee is still employed
by Neose on such Forgiveness Date. Notwithstanding the
foregoing, if Employee's employment has been terminated by
Neose for any reason other than "Cause" prior to May 27,
2007 (which date of termination is the "Termination Date"),
Neose will forgive on such Termination Date the repayment of
the outstanding balance of the Loan and all accrued interest
thereon, which forgiveness will constitute a Forgiveness
Payment for the purposes of Section 1.4. For purposes of
this Agreement, "Cause" shall mean Employee's (i) engagement
in dishonesty, willful misconduct or fraud in the
performance of his duties to the Company; (ii) conviction
of, or plea of guilty or nolo contendere to, any felony or
of any lesser crime or offense involving moral turpitude;
(iii) refusal to carry out the reasonable instructions of
the Board; or (iv) willful violation of any statute,
regulation or ordinance the compliance with which is
necessary for the operation of the business of the Company.
1.3.2 Forgiveness of Interest. On each Interest Payment Date, the
Company will forgive payment of the interest payable by
Employee under Section 1.2, which forgiveness shall
constitute a Forgiveness Payment for purposes of Section
1.4.
1.3.3 Repayment of Loan. If, prior to any Forgiveness Date,
Employee (i) has not completed the Program and received an
MBA degree, (ii) has voluntarily terminated his employment,
or (iii) is terminated for "Cause," Employee will, on each
date that would otherwise be a Forgiveness Date, pay to
Neose the amount of the Loan that would otherwise be
forgiven on such Forgiveness Date.
1.3.4 Death and Disability.
1.3.4.1 Death. In the event of Employee's death while
Employee (i) is an Employee of the Company, and (ii)
has completed the Program and received an MBA degree
or is then enrolled in the Program, repayment of any
unpaid balance of the Loan will be forgiven as of
the date of death and the amount so forgiven will be
a Forgiveness Payment for the purposes of Section
1.4.
1.3.4.2 Disability. In the event Employee becomes "Disabled"
while Employee (i) remains employed by the Company,
and (ii) has completed the Program and received an
MBA degree or is then enrolled in the Program, and,
as a result is forced to terminate his employment
with the Company and his enrollment in the Program,
repayment of any unpaid balance of the Loan will be
forgiven as of the date both his employment and
enrollment have been terminated, and the amount so
forgiven will be a Forgiveness Payment for the
purposes of Section 1.4. For purposes of this
Section, "Disabled" shall mean that Employee has a
permanent disability that prevents him from
attending the Program and from being employed.
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1.3.4.3 Wife's Death. In the event the death of Employee's
wife while Employee (i) remains employed by the
Company and (ii) is enrolled in the Program, results
in the permanent termination by Employee of his
enrollment in the Program, repayment of any unpaid
balance of the Loan will be forgiven as of the date
of such termination, and the amount so forgiven will
be a Forgiveness Payment for the purposes of Section
1.4.
1.4 Tax Effect. On the date on which Employee receives a Forgiveness
Payment, Employee will be entitled to an additional payment in an
amount such that, after the payment of all federal, state, and
local income taxes on such Forgiveness Payment by Employee,
Employee will be in the same after-tax position as if the
Forgiveness Payment had not been received. Employee will give Neose
written notice of the additional amounts owed in respect of such
taxes, and Neose will make such payments at the time such taxes are
due and payable.
2. Time Off.
2.1 Attendance Requirements. Neose will allow Employee time-off to meet
the attendance requirements of the Program without penalty in compensation or
benefits, in addition to vacation and personal days to which Employee is
entitled. The attendance requirements through May, 2002 are attached hereto.
2.2 Flexibility. Neose and Employee will be flexible in seeking to
ensure that Employee is able to fulfill all job responsibilities as well as his
Program responsibilities.
2.3 Termination. In the event of Employee's voluntary termination of
his employment, or termination of Employee's employment by Neose for "Cause,"
this Agreement will terminate as of the date of such termination, provided that
Employee's obligations under Section 1.3.3 shall survive such termination.
Unless terminated as provided in the preceding sentence, this Agreement will
terminate on the earlier of Employee's Termination Date or May 27, 2007.
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3. Miscellaneous.
3.1 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon Neose and Employee and their respective successors,
executors, administrators, heirs and permitted assigns, provided that Employee
may not make any assignments of this Agreement or any interest herein, by
operation of law or otherwise.
3.2 Entire Agreement. This Agreement contains the entire agreement and
understanding of the parties hereto relating to the subject matter hereof, and
supersedes all other discussions, agreements and understandings between the
parties relating to the subject matter hereof, and may not be changed or
modified, except by an agreement in writing signed by each of the parties
hereto.
3.3 Governing Law. This Agreement shall be governed by, and enforced in
accordance with, the laws of the Commonwealth of Pennsylvania, without regard to
the application of the principles of conflicts of laws.
3.4 Notices. Any notice or communication required or permitted under
this Agreement shall be made in writing and (a) sent by overnight courier, (b)
mailed by certified or registered mail, return receipt requested, or (c) sent by
telecopier, addressed as follows:
If to Neose, to:
Neose Technologies, Inc.
102 Witmer Road
Horsham, PA 19044-2211
Attention: President
Fax: 215-441-5896
If to Employee, to:
A. Brian Davis
504 School House Lane
Willow Grove, PA 19090-2821
or to such other address as either party may from time to time duly specify by
notice given to the other party in the manner specified above.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
NEOSE TECHNOLOGIES, INC.
By: /s/ P. Sherrill Neff /s/A. Brian Davis
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P. Sherrill Neff A. Brian Davis
President and Chief Operating Officer
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