EX-10.17 26 file018.htm EMPLOYMENT AGREEMENT


                                                                   Exhibit 10.17

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT ("Agreement") made effective as of December 18,
2003 by and between BioMimetic Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), and Larry Bullock (the "Executive").

     In Consideration of the mutual covenants contained in this Agreement, the
parties hereby agree as follows.

     1. Employment. The Company agrees to employ the Executive and the Executive
agrees to be employed by the Company as Chief Financial Officer and to be
responsible for the typical management responsibilities expected of an officer
holding such position including those set forth in your employment offer letter
dated December 18, 2003 and such other responsibilities customarily pertaining
to such office as may be assigned to Executive from time to time by the Chief
Executive Officer of the Company, all for the Period of Employment as provided
in Section 2 below and upon the terms and conditions provided in the Agreement.

     2. Term. The period of Executive's employment under this Agreement, will
commence on or about January 12th, 2004, and shall continue through January 31,
2008, subject to extension or termination as provided in this Agreement ("Period
of Employment").

     3. Duties. During the Period of Employment, the Executive shall devote his
full business time, attention and skill to the business and affairs of the
Company and its affiliates. The Executive will perform faithfully the duties
that may be assigned to him from time to time in accordance herewith by the
Chief Executive Officer.

     4. Compensation. For all services rendered by the Executive in any capacity
during the period of Employment, the Executive shall be compensated as follows:

          (a) Base Salary. The Company shall pay the Executive an annual base
     salary of $196,000.00 ("Base Salary"). Base Salary shall be payable
     according to the customary payroll practices of the Company but in no event
     less frequently than twice each month. The Base Salary shall be reviewed
     each fiscal period and shall be subject to increase according to the
     policies and practices adopted by the Company from time to time.

          (b) Incentive Compensation Award. The Executive shall also be eligible
     to receive annual incentive bonuses consisting of options to purchase
     Company common stock up to 1,250 options, with the aggregate of al1 such
     annual bonus options not to exceed 5,000 such amount which may be adjusted
     from time to time at the sole discretion of the Board of Directors to
     reflect equity issuances of the Company. The payment of such bonuses shall
     be based on the performance and satisfaction of specific milestones
     mutually agreed upon by the Chief Executive Officer and the Executive
     within three (3) months of the execution of this Agreement, and shall be
     further based upon the Executive's performance as


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     evaluated by the Chief Executive Officer. Any such options issued pursuant
     to such annual incentive bonuses shall be substantially in the form
     attached hereto as Exhibit A. Executive acknowledges that Incentive
     Compensation will be in the form of the above-referenced Company stock
     options, and accordingly, will, most likely, not receive an additional cash
     bonus.

          (c) Options. Upon execution of this Agreement, Executive shall receive
     an option to purchase 75,000 shares of Company common stock with vesting
     terms as set forth in such option grant. Executive may also be entitled to
     receive additional Company options as may be granted to him from time to
     time by the Company during the term of his employment.

          (d) Additional Benefits. The Executive will be entitled to participate
     in all employee benefit plans or programs and receive all benefits and
     perquisites for which any salaried employees are eligible under any
     existing or future plan or program established by the Company or its
     affiliates and available to similarly situated employees of the Company,
     including participation in stock option plans. The Executive may
     participate to the extent permissible under the terms and provisions of
     such plans or programs in accordance with program provisions. These may
     include group hospitalization, health, dental care, life or other
     insurance, sick leave plans, travel or accident insurance and disability
     insurance. Nothing in this Agreement will preclude the Company or Company
     affiliates from amending or terminating any of the plans or programs
     applicable to salaried employees or senior executives as long as the total
     value of all benefits is not materially decreased.

          The Executive will be entitled to an annual paid vacation of twenty
     (20) days per year. In addition, the Company has eight paid holidays
     annually.

          The Company will provide Executive with sufficient equipment, supplies
     and resources to accomplish his duties and will purchase and/or reimburse
     Executive for the cost of maintaining current professional memberships, the
     latter not to exceed $1,000 annually.

          (e) Relocation Expenses. Executive shall relocate to the area of the
     Company's headquarters. The Company shall reimburse the Executive for up to
     $35,000 of normal moving expenses upon submission of Executive's receipts
     and per industry standards. Executive shall also receive reimbursement for
     all tax liability incurred as a result of relocation expense reimbursement,
     i.e., relocation expenses will be "grossed up", to cover taxes on
     reimbursement. Additionally, Executive shall receive reimbursement for
     duplicate housing expenses in the event he is not able to sell or lease his
     current residence prior to April 1, 2004 up to a maximum of $6,500.

     5. Business Expenses and Other Expenses. The Company will reimburse the
Executive for all reasonable travel and other expenses incurred by the Executive
in connection with the performance of his duties and obligations under this
Agreement. The Executive's office shall be in Boulder, CO until April 1, 2004
and as such his travel between Boulder and Nashville shall be a business expense
until April 1, 2004.

     6. Disability.


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          (a) In the event of disability of the Executive during the Period of
     Employment, the Company will continue to pay the Executive according to the
     compensation provisions of this Agreement during the period of his
     disability, until such time as any long term disability insurance
     benefits accruing to the Executive are available. However, in the event the
     Executive is disabled for a continuous period of three months, or for a
     total of 90 or more days in any 270-day period, the Company may terminate
     the employment of the Executive. In this case, normal compensation will
     cease, except for earned but unpaid Base Salary and his monthly Base Salary
     as in effect at the time of the termination for a period of up to nine (9)
     months (follow Paragraph 8 below).

          (b) During the period the Executive is receiving payments of either
     regular compensation or disability insurance described in this Agreement
     and to the extent reasonable considering the Executive's disability, the
     Executive will furnish information and assistance to the Company and from
     time to time will make himself available to the Company to undertake
     assignments consistent with his prior position with the Company. If the
     Company fails to make a payment or provide a benefit required as part of
     the Agreement, the Executive's obligation to furnish information and
     assistance will end.

          (c) The term "disability" will have the same meaning as under any
     disability insurance provided pursuant to this Agreement or otherwise.

     7. Death. In the event of the death of the Executive during the Period of
Employment, the Company's obligation to make payments under this Agreement shall
cease as of the date of death, except for earned but unpaid Base Salary.

     8. Effect of Termination of Employment. (a) If the Executive's employment
terminates due to a Without Cause Termination, as defined below, or if Company
elects not to renew Executive's employment hereunder, the Company will pay the
Executive the nine (9) months' Base Salary as in effect at the time of the
termination, less any amount the Executive receives from another employer, as a
consultant or the like. The benefits and perquisites described in this Agreement
as in effect at the date of termination of employment will be continued for six
(6) months.

          (b) If the Executive's employment terminates due to Termination for
     Cause (as defined below), breach of this Agreement by Executive or
     resignation by Executive, earned but unpaid Base Salary will be paid on a
     pro-rated basis for the year in which the termination occurs. No other
     payments will be made or benefits provided by the Company.

          (c) For this Agreement, the following terms have the following
     meanings:

               (i) "Termination for Cause" means termination of the Executive's
          employment by the Company's Chief Executive Officer or Board of
          Directors acting in good faith by the Company by written notice to the
          Executive specifying the event relied upon for such termination, due
          to the Executive's


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          willful misconduct with respect to his duties under this Agreement,
          including but not limited to conviction for a felony or a common law
          fraud, which has resulted or is likely to result in substantial
          economic damage to the Company. Executive will be provided a
          reasonable opportunity prior to any determination for "Cause", to
          present his case before the Board of Directors of the Company with
          counsel.

               (ii) "Without Cause Termination" means "constructive termination"
          or actual termination of the Executive's employment other than due to
          death, disability, Termination for Cause, or resignation by Executive.

     9. Other Duties of the Executive during and after the Period of Employment.

          (a) The Executive will, with reasonable notice during or after the
     Period of Employment, furnish information as may be in his possession and
     cooperate with the Company as may reasonably be requested in connection
     with any claims or legal actions in which the Company is or may become a
     party.

          (b) The Executive recognizes and acknowledges that all non-public
     information pertaining to the affairs, business, clients, customers or
     other relationships of the Company, as hereinafter defined, is confidential
     and is a unique and valuable asset of the Company. Access to and knowledge
     of this information are essential to the performance of the Executive's
     duties under this Agreement. The Executive will not during the Period of
     Employment and for 12 months thereafter except to the extent reasonably
     necessary in performance of the duties under this Agreement, give to any
     person, firm, association, corporation or governmental agency any
     non-public information concerning the affairs, business, clients, customers
     or other relationships of the Company, except as required by law. The
     Executive will not make use of this type of information for his own
     purposes or for the benefit of any person or organization other than the
     Company. All records, memoranda, etc, relating to the business of the
     Company, whether made by the Executive or otherwise coming into his
     possession, are confidential and will remain the property of the Company.
     Confidential information shall not include information that (i) becomes
     generally available to the public other than as a result of disclosure by
     the Executive, (ii) was available to the Executive on a non-confidential
     basis prior to disclosure to the Executive in connection with his duties to
     the Company, provided that the source of such information is not known to
     the Executive to be bound by a confidentiality agreement or other
     contractual obligation of confidentiality to the Company or (iii) becomes
     available to the Executive on a non-confidential basis from a source other
     than the Company (or any agent, employee or affiliate of Company) provided
     such source is not known to the Executive to be bound by a confidentiality
     agreement or other contractual obligation of confidentiality to the
     Company.

          (c) During the Period of Employment, the Executive will not use his
     status with the Company to obtain loans, goods or services from another
     organization on terms that would not be available to him in the absence of
     his relationship to the Company. During the period of his employment and
     for a period of 12 months


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     thereafter, the Executive will not engage, directly or indirectly, in any
     business activity or enterprise which is a "Competitive Activity". For
     purposes hereof, "Competitive Activity" means the making of investments in
     or the provision of capital to any enterprise, or to any person in
     connection with any enterprise with respect in which the Company has
     invested or provided capital or proposed, in writing, to invest or provide
     capital during the term of the Executive's employment, or to pursue any
     similar investment opportunity with any individual or enterprise introduced
     to the Executive or Company directly in connection with the performance of
     the Executive's duties to the Company during the term of his employment, in
     each case in the area of health-care services. This restriction shall not
     apply to any investment opportunity that has been declined by the Company.
     The Executive acknowledges that the covenants contained herein are
     reasonable as to geographic and temporal scope. For a twelve month period
     after termination of the Period of Employment for any reason, the Executive
     will not directly or indirectly hire any employee of the Company or solicit
     any such employee to leave the employ of the Company.

          (d) The Executive acknowledges that his breach or threatened or
     attempted breach of any provision of Section 9 would cause irreparable harm
     to the Company not compensable in monetary damages and that the Company
     shall be entitled, in addition to all other applicable remedies, to a
     temporary and permanent injunction and a decree for specific performance of
     the terms of Section 9 without being required to prove damages or furnish
     any bond or other security.

          (e) The Executive shall not be bound by the provisions of Section 9 in
     the event of the default by the Company in its obligations under this
     Agreement that are to be performed upon or after termination of this
     Agreement.

          (f) For purposes of Section 9, the "Company" shall include any person
     or entity that, directly or indirectly, controls or is controlled by the
     Company or is under common control with the Company.

     10. Indemnification; Litigation. The Company will indemnify the Executive
to the fullest extent permitted by the laws of the state of incorporation in
effect at that time, or certificate of incorporation and by-laws of the Company
whichever affords the greater protection to the Executive. The Executive will be
entitled to prompt reimbursement of any fees or expenses incurred in connection
with any action, suit or proceeding to which he may be made a party by reason of
being a director or executive officer of the Company. The foregoing shall
survive termination of Executive's employment or any future amendment or
modification of the Company's articles of incorporation or bylaws.

     11. Consolidation; Merger or Sale of Assets. Nothing in this Agreement
shall preclude the Company from consolidating or merging into or with, or
transferring all or substantially all of its assets to, another corporation that
assumes this Agreement and all obligations and undertakings of the company
hereunder. Upon such a consolidation, merger or sale of assets, the term "the
Company" as used will mean the other corporation and this Agreement shall
continue in full force and effect.


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     12. Modification. This Agreement may not be modified or amended except in
writing signed by the parties. No term or condition of this Agreement will be
deemed to have been waived, except in writing by the party charged with waiver.
A waiver shall operate only as to the specific term or condition waived and will
not constitute a waiver for the future or act on anything other than that which
is specifically waived.

     13. Governing Law. This Agreement has been executed and delivered in the
State of Tennessee and its validity, interpretation, performance and enforcement
shall be governed by the laws of that state.

     14. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been made when
delivered or mailed first-class postage prepaid by registered mail, return
receipt requested, or when delivered if by hand, overnight delivery service or
confirmed facsimile transmission, to the following:

          (a) If to the Company, to:
              Chief Executive Officer, BioMimetic Pharmaceuticals, Inc., 330
          Mallory Station Road, Franklin, TN 37067, with a copy to:

               c/o Mark Manner, Harwell Howard Hyne Gabbert & Manner, 1800
          AmSouth Center, 315 Deaderick Street, Nashville, Tennessee 37238, or
          at such other address as may have been furnished to the Executive by
          the Company in writing; or

          b) If to the Executive, at __5405 Westridge Drive, Boulder, CO 80301.,
     or such other address as may have been furnished to the Company by the
     Executive in writing.

     15. Binding Agreement. This Agreement shall be binding on the parties'
successors, heirs and assigns.


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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                        EXECUTIVE


                                        /s/ Larry Bullock
                                        ----------------------------------------
                                        Larry Bullock


                                        BIOMIMETIC PHARMACEUTICALS, INC.


                                        By: /s/ Samuel E. Lynch
                                            ------------------------------------
                                           Samuel E. Lynch

                                        Its: President