February 8, 1999
[Name]
Vice President, [Title]
[Address]
Re: Severance Payment
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Dear [NAME]:
You are currently serving as the Vice President, [TITLE] of NeXstar
Pharmaceuticals, Inc. In such capacity and as an incentive for your
continued service, NeXstar hereby agrees as follows.
If there is a Change in Control of NeXstar Pharmaceuticals, Inc., a
Delaware corporation ("NeXstar"), during the period in which you are
employed by NeXstar as its Vice President, [TITLE] and, within 12 months
after such Change in Control, NeXstar or its successor:
(a) terminates your employment without Cause,
(b) substantially diminishes the functions and responsibilities of
your job, or
(c) requires you to relocate your current place of residence, or
requires you to work regularly in and from an office located more
than 50 miles from the current office of NeXstar in which you now
work,
then NeXstar or its successor shall (1) pay you a severance amount equal to
12 months of your then current base salary (excluding any bonuses or other
compensation amounts), (2) provide for your continued participation in any
health benefit plans offered by the Company for a period of 12 months after
your termination of employment (provided such participation shall terminate
upon your obtaining full time employment) at a cost to you equal to your
cost immediately prior to such termination, and (3) provide outplacement
services to you to the extent consistent with NeXstar's past practices;
provided that you agree to sign a general release agreement releasing all
claims you may have against NeXstar or its successor. All severance
benefits shall be paid consistent with NeXstar's past practices under its
1998 Severance Pay Plan. You shall be under no obligation to mitigate the
costs to NeXstar or its successor of the severance payments contemplated by
this Agreement.
For purposes of this agreement, the following terms shall have the meanings
set forth below:
"Cause" shall mean (a) the determination by the Board of Directors of
the Company (the "Board") that you have ceased to perform your duties
as an executive officer of the Company (other than as a result of your
incapacity due to physical or mental illness or injury), which failure
amounts to an intentional and extended neglect of your duties, (b) the
Board's determination that you have engaged in or are about to engage
in conduct materially injurious to the Company, (c) your having been
convicted of a felony, or (d) your participation in activities
prohibited by the terms of any agreement between the Company and you
relating to your employment with the Company.
"Change in Control" shall include, without limitation, the sale of
more than 50% of the capital stock of NeXstar, a sale of all or
substantially all of the assets of NeXstar (which shall not include
the proposed spin-off of Iterex Technologies, Inc.) and a merger or
consolidation of NeXstar with or into another corporate entity in a
transaction in which NeXstar does not survive.
"Company" shall mean NeXstar and any successors thereto.
This Agreement shall not be deemed a guarantee of employment or an
express or implied contract of employment. You remain an employee at will.
Please indicate your agreement with these terms by executing this letter
where indicated below and returning a copy to Barbara Kazmier, Vice
President, Human Resources.
NEXSTAR PHARMACEUTICALS, INC.
By
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Michael E. Hart
Vice President and Chief Financial Officer
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[NAME]