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EXHIBIT 10.41
August 16, 2000
Michael T. Redman
16402 Emilia Ct.
Spring, Texas 77379
Dear Michael:
I am pleased to present for your consideration the following proposal to join
Aronex Pharmaceuticals, Inc. as Vice President, Commercial Development. In this
position, you will report directly to me and you will be a member of the
Executive Committee. A starting date of August 28, 2000 is anticipated.
Compensation for the position would include the following:
Base Salary: $175,000 annually, paid in accordance with normal
payroll practices.
Stock Options: You will be granted an option to purchase 60,000
shares of Aronex Pharmaceuticals, Inc. Common Stock
under Aronex Pharmaceuticals, Inc. 1998 Stock Option
Plan, subject to formal approval of the Board of
Directors. The exercise price of the options will be
equal to the fair market value of Aronex
Pharmaceuticals, Inc. Common Stock on the date of
grant. The options shall vest at the rate of 25% per
year on your anniversary date.
Bonus: The final amount of each annual bonus shall be
discretionary. To the extent a bonus is payable, the
target annual bonus of 20% of base salary, may be
paid in cash, stock grants and/or stock options,
dependent upon you meeting both personal and Company
goals and Board approval. This bonus will be prorated
for the year ending December 31, 2000.
Benefits: Benefits will include medical, dental, life, long and
short term disability, and AD&D. Insurance on the
same basis as is made available to other similar
Aronex Pharmaceuticals, Inc. employees. You will also
be entitled to four (4) weeks paid vacation per year.
(See attached benefits summary)
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Term/Severance: Subject to the severance payments provided herein,
your employment is "at-will," which means either you
or Aronex Pharmaceuticals, Inc. may terminate the
employment relationship at any time, with or without
"Cause" (as herein defined).
If your employment is terminated by Aronex
Pharmaceuticals, Inc. without Cause or in connection
with a "Change of Control" (as herein defined), you
will be entitled to a salary continuation benefit
equal to your then base salary and benefits for a
period of 12 months following the date of
termination. Such payments will be made in accordance
with Aronex Pharmaceuticals, Inc. normal payroll
practices.
For purposes hereof, "Cause" shall mean (i) repeated
failure, neglect or refusal to perform your duties,
(ii) gross negligence or willful or intentional
wrongdoing or misconduct, (iii) a breach of the
Proprietary Information and Inventions and
Non-Competition Agreement or other confidentiality
agreement with Aronex Pharmaceuticals, Inc., or (iv)
the conviction of a felony or any crime involving
moral turpitude.
For purposes hereof, a "Change of Control" shall
include:
(i) the acquisition by any third party or group
of 50% or more of Aronex Pharmaceuticals,
Inc. Common Stock or combined voting
securities provided that an acquisition
directly from Aronex Pharmaceuticals, Inc.,
an acquisition by Aronex Pharmaceuticals,
Inc. or an acquisition by an employee
benefit plan of Aronex Pharmaceuticals, Inc.
shall not cause a Change in Control; or
(ii) The consummation of a merger,
consolidation, reorganization or sale of all
or substantially all of Aronex
Pharmaceuticals, Inc. assets unless
following such transaction (a) the holders
of Aronex Pharmaceuticals, Inc. Common Stock
and other voting securities continue to own
more than 50% of common stock and other
voting securities of the entity
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surviving such transaction (including,
without limitation, a corporation which owns
all or substantially all of Aronex
Pharmaceuticals, Inc. assets) in
substantially the same proportion of their
prior ownership, and (b) at least a majority
of the directors of the surviving
corporation were directors of Aronex
Pharmaceuticals, Inc. at the time the
transaction was originally approved.
I believe this package is very reasonable and reflects the importance of the
position and the value we perceive you will bring to Aronex Pharmaceuticals,
Inc.
I hope you find this proposal acceptable, and if the terms are acceptable,
please sign this letter agreement in the space provided below and return it to
me. I look forward to you joining Aronex Pharmaceuticals, Inc. as early as
possible.
Best regards,
Geoffrey F. Cox, Ph.D.
Chairman and CEO
Accepted and agreed upon this 23rd day of August,
2000 by
/s/ Michael T. Redman
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Michael T. Redman