Trying to figure out if Bruce "Enhanced" Galton was terminated or resigned. He had to be terminated to receive his golden parachute severance package>>>>
On May 5, 1999, the Company announced that Bruce C. Galton and
Thomas P. Carney, Ph.D., had resigned as directors of the Company, that two
new directors, Isidore S. Edelman, M.D., the Company's co-founder, a former
board member, and a principal shareholder of the Company, and Jonathan
Rothschild, another shareholder of the Company, had been appointed to the
Board and that Franklin J. Iris, a director of the Company, had been
appointed Chairman of the Board of the Company and Chief Executive Officer-
designate. Mr. Galton resigned as Chairman and a director but has agreed
to remain as Chief Executive Officer until May 31, 1999. At that time, Mr.
Iris will become the Company's Chief Executive Officer.
Under Mr. Galton's Employment Agreement which had a term that
expired April 30, 1999, in the event the Company refused to renew his
Employment Agreement, then upon Mr. Galton's written request, the Company
had agreed to (i) pay Mr. Galton an amount equal to six months of his
current salary in equal monthly installments, commencing the month in which
the termination occurs, (ii) enter into a consulting contract with Mr.
Galton at full pay and benefits for a minimum of three months, and (iii)
lend Mr. Galton such amount as may be required to exercise any stock
options then exercisable by Mr. Galton to purchase shares of the Company's
Common Stock.
Mr. Galton and the Company entered into a Separation From Employment
Agreement under which the Employment Agreement was amended to increase the
severance payment to an amount equal to nine months base salary ($157,500),
payable in nine consecutive monthly installments commencing June 15, 1999,
and to eliminate any consulting agreement following the non-renewal of
employment. These payments are subject to acceleration to one lump sum
payment upon the first to occur of a sale or merger of the Company or its
liquidation or dissolution. The Employment Agreement was also modified to
modify the payment terms of the nonrecourse loan to require payment of the
note to be paid upon on the earliest of three (3) years following the date
of the loan, receipt of the proceeds of sale of shares securing the loan,
upon the merger or sale of the Company or the liquidation or dissolution of
the Company.
The Company also agreed to pay Mr. Galton additional severance
equal to three months base salary ($52,500), payable in three consecutive
monthly installments commencing June 15, 1999, in consideration for his
agreement to continue as Chief Executive Officer and Chief Financial
Officer during May 1999 and for his release of claims against the Company.
These payments are subject to acceleration to one lump sum payment upon the
first to occur of a sale or merger of the Company or its liquidation or
dissolution. |
