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EXCEL - IDEA: XBRL DOCUMENT - SELLAS Life Sciences Group, Inc. | Financial_Report.xls |
EX-31.1 - EX-31.1 - SELLAS Life Sciences Group, Inc. | b87840exv31w1.htm |
EX-32.1 - EX-32.1 - SELLAS Life Sciences Group, Inc. | b87840exv32w1.htm |
EX-10.2 - EX-10.2 - SELLAS Life Sciences Group, Inc. | b87840exv10w2.htm |
EX-10.1 - EX-10.1 - SELLAS Life Sciences Group, Inc. | b87840exv10w1.htm |
10-Q - FORM 10-Q - SELLAS Life Sciences Group, Inc. | b87840e10vq.htm |
Exhibit 10.3
21 September 2011
Dear Kwang:
I am pleased to offer you the position of Vice President, Finance with RXi Pharmaceuticals
Corporation (the Company) reporting to the President and CEO, effective October 17, 2011, (the
Effective Date). You will receive an annual base salary of $180,000, payable every two weeks in
accordance with the regular payroll practices of the Company, as in effect from time to time.
During your employment, you may be considered annually for a bonus in addition to your base salary
with a target of $20,000. Bonus compensation in any year, if any, will be based on your
performance and that of the Company, in accordance with a general bonus program to be established
by the Boards Compensation Committee. In addition, you will receive a $25,000 sign-on bonus and
$25,000 relocation expense both contingent and payable upon your relocation to Portland, OR. RXi
will also reimburse you for up to 6 months of temporary housing in Portland.
Subject to Board approval, at the first regularly scheduled meeting of our Board of Directors after
the Effective Date you will be granted stock options (Options) under the RXi Pharmaceuticals
2007 Incentive Plan (the Plan) to purchase 60,000 (sixty thousand) shares of RXi common stock.
The Options shall vest in quarterly installments over 4 (four) years beginning on the first
quarterly anniversary of the Effective Date of the agreement provided, in each case, that you
remain continuously employed by the company through such quarterly anniversary date. Each vested
Option shall be on such other terms as shall be determined by our Board of Directors (or the
Compensation Committee of the Board) and set forth in a customary form of stock option agreement
under the Plan evidencing the Options. Upon the occurrence of a Covered Transaction (as defined
in the Plan), the Options shall thereupon vest in full and become exercisable as to all of the
shares covered thereby in accordance with the terms of the Plan.
You will be entitled to participate in all employee benefit plans from time to time in effect for
employees of the Company generally, except to the extent such plans
are duplicative of benefits otherwise provided under any other agreement. Your participation will be subject to the terms
of the applicable plan documents and generally applicable Company policies.
You will be entitled to 20 (twenty) days of paid time off (vacation days plus sick time/personal
time) per year accrued at a rate of 6.15 hours each pay period year in accordance with the
Companys policies from time to time in effect, in addition to holidays observed by the Company.
Paid time off may be taken at such times and intervals as you shall determine, subject to the
business needs of the Company, and otherwise shall be subject to the policies of the Company, as in
effect from time to time.
The offer of employment is contingent on your signing the Companys standard Employee
Confidentiality, Non-competition and Proprietary Information Agreement (copy attached, the
Confidentiality Agreement) and an I-9 Employment Verification Form. You will be required to
submit documentation that establishes identity and employment eligibility in accordance with the US
Immigration and Naturalization requirements. If there are any other agreements of any type that
you are aware of that may impact or limit your ability to perform your job at the Company, please
let us know as soon as possible. In accepting this offer, you represent and warrant to the Company
that you are not subject to any legal or contractual restrictions that would in any way impair your
ability to perform your duties and responsibilities to the Company, and that all information you
provided to the Company is accurate and complete in all respects. The offer of employment
contained in this letter, and your continued employment, is contingent upon and subject to a
satisfactory background and reference check (which you hereby authorize), including but not limited
to a confirmation of your stated credentials. It will be in the Companys sole discretion at any
time to determine the scope of the background and reference check, whether and when to conduct or
update such background check and reference check and whether such check is satisfactory.
Term. The Term of the Employees employment shall commence on the Effective Date and shall
conclude in accordance with Section 1.
1. Termination. The Agreement may be terminated as set forth in this Section 1.
1.1. Termination by Employer for Cause or Voluntary Resignation. Employer may
terminate Employees employment hereunder for Cause upon notice to Employee and Employee may
voluntarily resign his employment hereunder upon notice to Employer. Cause for
the purpose of this Agreement shall mean any of the following:
(a) Employees breach of any material term of the Agreement; provided that the first
occasion of any particular breach shall not constitute such Cause unless Employee has
failed to cure such breach within ten (10) days after receiving written notice from
Employer stating the nature of such breach;
(b) Employees conviction of, or plea of guilty or nolo contendere to, any felony or
other crime of moral turpitude;
(c) Employees act of fraud or dishonesty materially injurious to Employer or its
reputation;
(d) Employees continual failure or refusal to perform his material duties as required
under the Agreement after written notice from Employer stating the nature of such failure
or refusal and affording Employee at least ten days to correct the same;
(e) Alcohol or drug abuse by Employee; or
(f) Employees act or personal conduct that, in the reasonable, good faith judgment of
Employers Board of Directors (or a Committee of the Board), gives rise to a material risk
of liability of Employee or Employer under federal or applicable state law for
discrimination, or sexual or other forms of harassment, or other similar liabilities to
subordinate employees.
Upon termination of Employees employment by Employer for Cause or by Employee due to a
voluntary resignation, all compensation and benefits to Employee hereunder shall cease and Employee
shall be entitled only to payment, not later than three days after the date of termination, of any
accrued but unpaid salary and unused vacation time as of the date of such termination.
1.2. Termination by Employer without Cause or Resignation by Employee for Good
Reason. Employer may also terminate Employees employment without Cause upon notice to
Employee. The Employee may resign his employment with Good Reason upon notice to the Employer.
Good Reason means any of the following that shall occur without Employees written
consent: (i) any material breach of this Agreement by RXi or any successor to RXi that is not cured
within ten (10) days after RXis receipt of written notice from the Employee
stating the nature of such breach; (ii) a
material reduction by RXi or any successor to RXi in the Employees job responsibilities or duties;
(iii) any diminution of base salary from the prior year, provided that a diminution in the
Employees base salary that is part of a broader reduction of salaries that applies to all other
senior managers of the Company shall not constitute Good Reason; or (iv) RXis relocation of the
Employees reporting location further than sixty (60) miles outside of Portland, Oregon.
Upon termination of Employees employment by Employer without Cause or the Employees resignation
with Good Reason upon notice to Employer, all compensation and benefits to Employee hereunder
shall cease and Employee shall be entitled to payment of: (a) any accrued but unpaid salary and
unused vacation time (only as accrued during the term of employment) as of the date of such
termination; (b) three (3) months of salary from the date of termination (the Severance
Period) in the form of salary continuation; and (c) continued participation, at Employers
cost and expense, during the Severance Period in any Employer-sponsored group benefit plans in
which Employee was participating as of the date of termination
1.3 Death or Disability. Employees employment will terminate automatically in the
event of Employees death or upon notice from Employer in event of his permanent disability.
Employees permanent disability shall have the meaning ascribed to such term in any
policy of disability insurance maintained by Employer (or Employee, as the case may be) with
respect to Employee, or if no such policy is then in effect, shall mean Employees inability to
fully perform his duties hereunder with or without reasonable accommodation for any period of at
least 75 consecutive days or for a total of 120 days, whether or not consecutive. Upon termination
of Employees employment as aforesaid, all compensation and benefits to Employee hereunder shall
cease and Employer shall pay to the Employees heirs or personal representatives, not later than
ten days after the date of termination, any accrued but unpaid salary and unused vacation as of the
date of such termination as required by law. In the event the Employer does not maintain short term
and long term disability policies as of the time of Employees termination due to permanent
disability, Employee shall be entitled to severance benefits specified in Section 1.2 above.
Please acknowledge your acceptance of this offer by returning a signed copy of this letter. This
offer will remain open until date.
Formalities aside, we are very excited about having you join our team. Your skills and experiences
are a great match with our goals, and I anticipate your being a critical part of the companys
success.
Very truly yours,
Mark J. Ahn, PhD
President and CEO
RXi Pharmaceuticals
President and CEO
RXi Pharmaceuticals
I accept this offer of employment with RXi Pharmaceuticals and will begin employment on October 17, 2011.
Signature: /s/ Kwang Lee
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Date: September 22, 2011 |