EXHIBIT 1.32
June 27, 2000
Dr. James Levin
5 Shaw Road
Wellesley, MA 02481
Dear Jim:
On behalf of AltaRex US, Corp. (the "Company"), I am pleased to offer Dr. James
Levin (the "Employee") the position of Vice President, Manufacturing &
Development at AltaRex US, Corp. You will report to me in this capacity.
The terms of your offer are as follows (all amounts are in U.S. dollars):
Base Salary: $185,000.00 per annum paid in 24 equal payments,
commencing July 24, 2000. You will be eligible for an
increase on an annual basis, effective January 2001
(pro rata based on length of service in 2000),
consistent with Company policy.
Bonus: $25,000.00 paid on December 30, 2000, assuming you
are an employee in good standing at that time.
$10,000. 00 paid when a supply agreement (that meets
the requirements of commercializing of OvaRex(TM) in
2002/03) is signed with Lonza Biologics or another
third party satisfactory to the Company.
You will also be eligible for bonus participation on
an annual basis if and as established by the Board of
Directors, for other senior executives of the
Company.
Common Stock: You will be entitled to options to purchase 250,000
shares of common stock of the Company, pursuant to a
stock option agreement to be executed by you and the
Company, which will provide that the exercise price
will be set at fair market value. These options will
vest one-third annually over a 3 year period, will
expire in ten years and can be exercised no later
than 90 days after any termination of employment
unless termination is for cause (in which case the
options will terminate immediately). The Board of
Directors has approved the stock option grant and
pricing of the options will be based on the market
price as of June 26, 2000.
Corporate Benefits: You are eligible for all of our employee benefits
offered to all other senior executives of the Company
immediately, except as otherwise indicated. AltaRex
US, Corp. will pay the premiums on your behalf for
family health and dental coverage. A Life Insurance
benefit of 1 times annual salary and Long Term
Disability coverage are provided through the Company.
An additional Life Insurance benefit of $25,000 is
provided through Guardian as part of the U.S. benefit
package. You will be eligible, after an initial 3
month period, for participation in the Company's 401K
plan that matches up to a maximum of 3% of the
employee's salary as a Company contribution.
Vacation: We will provide an annual paid vacation of four (4)
weeks accruing at 1.67 days per month. (Note: your
currently planned vacations this summer and
Thanksgiving are acknowledged and acceptable to the
Company as scheduled.)
Agreements: As a condition of employment, you will be required to
sign a Non-Competition, Non-Solicitation and
Non-Disclosure Agreement.
Severance Compensation: You understand that your employment with the Company
is at will which means you or the Company may end the
employee relationship with or without notice, In the
event that your employment is terminated by the
Company for any reason other than just cause, the
Company shall in exchange for a release of claims
from you, which you may have against it as documented
to the satisfaction of the Company, provide the
salary continuation for one year. Just cause for
termination shall be deemed to exist upon (a) good
faith finding by the Company of your failure to
follow reasonable and lawful directions of senior
officers of the Company, dishonesty, gross negligence
or willful misconduct, or (b) conviction or the entry
of a pleading of guilty or nolo contenders, to any
crime involving moral turpitude or any felony.
Should the Company fail to secure a commitment for
additional financing by September 30, 2000, or except
as extended as mutually agreed by the employee and
the Company, you may at your sole and absolute
discretion, terminate your employment with the
Company and you will receive salary continuation as
outlined in the preceding paragraph.
Other: The Company acknowledges that Dr. Levin is a Board
Certified Veterinarian and has continuing education
obligations to maintain his active status as a
licensed veterinarian and as an ACLAM diplomats.
Consequently, the Company will endeavor to allow Dr.
Levin to participate in meetings and activities,
which fulfill these obligations and will support his
participation in meetings and activities as
reasonable business activities and expenses (subject
to Company policy for expense reimbursement), subject
to the requirements of the Company's business.
This offer letter and your acceptance thereof fully constitute the entire
agreement of your new appointment. All other terms and conditions of employment
not mentioned herein shall be consistent with AltaRex's corporate policies with
respect to senior executives of the Company.
We look forward to your joining the growing and dynamic team at AltaRex. Please
sign and return a copy of this agreement to my office as soon as possible.
Sincerely,
/s/ Peter C. Gonze
Peter C. Gonze
Senior Vice President, Operations
Acknowledged and Accepted this 27th day of June, 2000.
/s/ James Levin
James Levin