EXHIBIT 10.24
[ALGORX PHARMACEUTICALS, INC. LOGO]
June 27, 2002
Jeffrey D. Lazar, M.D., Ph.D.
40 Apple Valley Road
Stamford CT 06903
Dear Jeffrey:
AlgoRx Pharmaceuticals, Inc. (the "Company" or "AlgoRx") is pleased to
offer you a position as Senior Vice President, Clinical Research &
Regulatory Affairs, ON the terms set forth herein.
1. DUTIES: in this position you will report to, and your duties
and responsibilities will be determined by, the Chief
Executive Officer of the Company. This offer is for a full
time position, located at 40 Apple Valley Road, Stamford CT,
except as travel to other locations may be necessary to
fulfill your responsibilities. Of course, the Company may
change your position, duties and work location from time to
time as it deems necessary.
2. SALARY: Your base salary will be $20,833.33 per month
($250,000 annually), payable in accordance with the Company's
customary payroll practice as in effect from time to time.
3. BONUS: You will be eligible to earn an annual bonus of up to
25% of your annual salary, the exact amount of which will be
determined in good faith by the Company's Board of Directors
(the "Board"), based on the achievement of objectives
established by the Board after consultation with you and
provided you remain employed by the Company throughout the
applicable bonus year (the "Bonus"). The Bonus shall be
payable in cash, stock and/or stock options, in the sole
discretion of the Board.
4. BENEFITS; TRAVEL: You will receive the Company's standard
employee benefits package, as such package is in effect from
time to time. You will receive four weeks per calendar year of
vacation time, subject to the Company's vacation policy. In
addition, the Company will provide and pay for your personal
malpractice insurance policy in addition to the clinical
trials insurance and directors and officers liability
insurance carried by the Company. The Company may modify
compensation and benefits from time to time as it deems
necessary. In addition to and not in lieu of any other policy
that the Company may have on business travel, it is agreed
that in case of international and coast-to-coast U.S. domestic
air travel, the Company shall pay the cost of "business" class
for your travel.
5. STOCK OPTIONS: Subject to the approval of the Company's Board
of Directors, AlgoRx will grant to you options to purchase
905,000 shares of the Company's Common Stock (equal to 2.0%
of the Company's outstanding
Jeffrey D. Lazar, M.D., Ph.D
June 27, 2002
Page 2
Common Stock after the closing of the second tranche of the
Series B preferred Stock)(the "Options") exercisable at a
price of $0,15 per share. The Options will be evidenced by and
subject to the terms of a stock option grant notice and stock
option agreement, a copy of which will be provided to you
separately upon grant, and will vest as follows: (a)
Twenty-Five Percent (25%) thereof (or 226,250 shares) on the
date that is one (1) year after the commencement of your
employment, and (b) the remainder at the rate of
One-Thirty-Sixth (1/36) (or 18,1854.17 shares) on the first
(1st) day of each successive month thereafter; provided, that
all options granted hereunder shall vest immediately if there
is a (i) "change of control" of the Company and (ii) your
employment is thereafter terminated without "cause" or
"constructively terminated" within the twelve month period
following the change of control. For purposes of this
agreement, "change of control" shall mean (i) a sale of
substantially all of the assets of the Company; (ii) a merger
or consolidation in which the Company is not the surviving
corporation (other than merger or consolidation in which the
Company shareholders immediately before the merger or
consolidation have, immediately after the merger or
consolidation, own greater than a majority of the stock voting
power of the successor corporation); or (iii) any transaction
or series of related transactions in which in excess of fifty
percent (50%) of the Company's voting power is transferred,
other than sale by the Company of stock in transactions the
primary purpose of which is to raise capital for the Company's
operations and activities.
In addition, "cause" shall mean misconduct, including: (i) conviction of
any felony or crime involving moral turpitude or dishonesty; (ii)
participation in a fraud or act of dishonesty against the Company; (iii)
willful and material breach of your employment agreement; intentional and
material damage to the Company's property or (v) material breach of the
Proprietary Information and Inventions Agreement or any employee policy of
the Company. "Constructive termination" shall mean any of the following
actions taken without Cause by the Company or a successor corporation or
entity without your consent; (i) substantial reduction of your rate of
compensation other than in connection with reductions to the rate of
compensation of all officers; (ii) material reduction in your duties,
provided, however, that a change in job position (including a change in
title) shall not be deemed a "material reduction" unless your new duties
are substantially reduced from the prior duties; or (iii) relocation of
your principal place of employment to a place greater than 50 miles from
your then current principal place of employment.
The grant of Options shall be in addition to, and not in lieu of, any
other stock options granted you by the Company (including but not limited
to those evidenced by AlgoRx Pharmaceuticals, Inc. Stock Option Grant
notice (AlgoRx Pharmaceuticals, Inc. 2001 Equity Incentive Plan) dated
November 28, 2001.
6. RULES AND REGULATIONS: As an AlgoRx employee, you will be
expected to abide by Company rules and policies and sign and
comply with the attached Proprietary Information and
inventions Agreement which prohibits unauthorized use or
disclosure of AlgoRx's proprietary information.
7. PROPRIETARY INFORMATION: In your work for the Company, you
will be expected not to use or disclose any confidential
information, including trade secrets of any former employer or
other person to whom you have an
Jeffrey D. Lazar, M.D., Ph.D
June 27, 2002
Page 3
Obligation of confidentiality. Rather, you will be expected to
use only that information which is generally known and used by
persons with training and experience comparable to your own,
which is common knowledge in this industry or otherwise
legally in the public domain, or which is otherwise provided
or developed by the Company. During our discussions about your
job duties, you assured us that you would be able to perform
these duties within the guidelines just described.
You agree that you will not bring onto Company premises arty unpublished
documents or property belonging to any former employer or other person to
whom you have an obligation of confidentiality.
8. OUTSIDE ACTIVITIES: During your employment with AlgoRx, you
will devote your best efforts and attention to the business of
AlgoRx. The Company acknowledges and agrees, however, that
nothing in this letter shall be deemed to prevent you from
engaging in any professional activity outside of your duties
hereunder, provided the same: (i) do not materially interfere
with performance of your duties hereunder; and (ii) are not a
breach of any of the foregoing restrictions on confidential
information. The CEO may rescind his consent to these other
activities if he determines that such activities materially
compromise the Company's business interests.
9. TERMINATION: You may terminate your employment with AlgoRx at
any time and for any reason whatsoever simply by notifying
AlgoRx in writing. Likewise, AlgoRx may terminate your
employment at any time, with or without cause or advance
notice. Upon such termination, you shall be entitled to all
salary, bonus, benefits, and cost reimbursement earned,
accrued, granted or incurred up to the date of such
termination.
10. ENTIRE AGREEMENT: This letter, together with your Proprietary
Information and Inventions Agreement, forms the complete and
exclusive statement of your employment agreement with AlgoRx.
It supercedes any other agreements or promises made to you by
anyone, whether oral or written, and it can only be modified
in a written agreement signed by an officer of AlgoRx.
Jeffrey D. Lazar, M.D., Ph.D.
June 27, 2002
Page 4
We are excited to have you join us and look forward to working with you.
ALGORX PHARMACEUTICALS, INC.
By: /s/ Ronald M. Burch
-----------------------------------
Ronald M. Burch, M.D., Ph.D.
President & Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Jeffrey D. Lazar
-----------------------------
Jeffrey D. Lazar, M.D., Ph.D.
Date signed: 29 June 02