March 3, 2005
S. Joseph Tarnowski, PhD
404 High Street
Stirling, New Jersey 07980
Dear Joe:
This letter sets forth the terms of your continued employment with ImClone
Systems Incorporated ("the Company"). Reference is made to the Company's Senior
Executive Severance Plan (such plan, or any successor thereto, the "Severance
Plan") and the Company's Change-In-Control Plan (such plan, or any successor
thereto, the "CiC Plan").
Title/Location: You will continue to serve as Senior Vice President --
Manufacturing Operations and Product Development of the
Company, and you will be based out of the Company's offices in
Branchburg, New Jersey, subject to business travel as directed
by the Company.
Compensation/
Benefits: The Company will pay you a base salary in accordance with the
Company's customary payroll practices. Subject to the sole
discretion of the Company's Compensation Committee, you will
remain eligible for both (i) a cash bonus under the Company's
annual incentive plan and (ii) equity grants under the
Company's equity compensation plan. You will continue to
receive the benefits normally provided by the Company to its
senior vice presidents, including without limitation,
eligibility to participate in the Severance Plan and the CiC
Plan.
Employment: You will be an at-will employee of the Company effective as of
September 20, 2004. Your employment can be terminated at any
time by the Company. You may terminate your employment at any
time, provided that you give the Company at least 60 days'
written notice of your intent to terminate such employment.
You confirm that the employment agreement between you and the
Company dated as of September 19, 2001 (the "Previous
Agreement") is hereby terminated and void in all respects and
you release and waive all claims, rights and privileges
arising under or with respect to the Previous Agreement.
Severance/
Change-In
Control: You will be eligible for payments and benefits under
the Severance Plan and the CiC Plan as per such Plans' terms.
Good Reason
Termination: If within thirty (30) days of the occurrence of an event
constituting "Good Reason" (as defined in Section 2.15(1)-(3)
of the CiC Plan, but excluding such event to the extent that
it applies across the board to the class of executives of
which you are part), and the failure of the Company to cure
such event within thirty days after notice from you (the "Cure
Period"), you will be able to terminate your employment with
the Company and receive the payments described in Sections 6.1
and 6.2 of the CiC Plan, regardless of whether or not such
event occurred after a Change-in-Control Date (as defined in
the CiC Plan); provided that you terminate your employment for
Good Reason within ten (10) days following the expiration of
the Cure Period.
Covenants: The confidentiality, non-competition and non-solicitation
provisions contained in the CiC Plan (and other applicable
Company policies) shall apply to you in all events as per
their terms (but in any case shall also apply to you in the
event of your termination under this Agreement for Good
Reason) and regardless of the reason for your termination of
employment.
Indemnification: The Company agrees to indemnify you in accordance with Company
policy regarding indemnification of senior executives.
Notice: Communications relating to this Agreement shall be in writing
and shall be deemed to have been duly given when delivered
either personally or by United States certified mail, return
receipt requested, addressed as follows (or if different, to
the most recent address listed on Company records):
If to you:
S. Joseph Tarnowski, PhD
404 High Street
Stirling, New Jersey 07980
If to the Company:
ImClone Systems Incorporated
180 Varick Street
New York, New York 10014
Attention: Chief Executive Officer
Miscellaneous: This Agreement, except for the documents explicitly referenced
herein, shall represent the entire agreement between the
parties with respect to the subject matters herein. Any
rights and obligations you may have as a result of this
Agreement may not be transferred, except that any amounts
constituting earned but unpaid base salary as of the time of
your death may be paid to your estate. This Agreement shall
be governed by the laws of the State of New York without
regard to its conflicts of law principles. This Agreement may
be executed in one or more counterparts, each of which shall
be deemed to be an original but all of which together will
constitute one and the same instrument. This amendment may be
amended only by a written instrument signed by the parties
hereto.
Kindly acknowledge the terms above by signing below and returning this form to
me.
Sincerely,
Daniel S. Lynch
Chief Executive Officer
ACCEPTED AND ACKNOWLEDGED:
/S/ S. JOSEPH TARNOWSKI
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S. Joseph Tarnowski, PhD
April 5, 2005
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Date