EX-10.19 28 file020.htm EMPLOYMENT AGREEMENT


                                                                   Exhibit 10.19

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT ("Agreement") made effective as of June 6, 2002
by and between BioMimetic Pharmaceuticals, Inc., a Tennessee corporation (the
"Company"), and Mark Citron (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 Vice President of Regulatory Affairs and
Quality Assurance and to be responsible for the typical management
responsibilities expected of an employee holding such position and such other
responsibilities customarily pertaining to such position 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. If without Executive's consent, the
Company removes the Executive as a Vice President, the Executive may treat such
removal as Without Cause Termination under this Agreement.

     2. Term. The period of Executive's employment under this Agreement, will
commence as of June 6, 2002, and shall continue through June 1, 2006, 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 $150,000.00 ("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 may receive annual
     incentive bonuses consisting of options to purchase Company common stock,
     with the aggregate of all such annual bonuses not to exceed 20,000 options.
     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 one (1) month of the execution
     of this Agreement, and shall be further based upon the Executive's
     performance as 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


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     acknowledges that Incentive Compensation will be principally in the form of
     the above-discussed Company stock options. The Executive may, or may not,
     receive an additional annual incentive cash bonus.

          (c) Options. Upon execution of this Agreement, Executive shall receive
     an option to purchase 55,000 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 fifteen
     days per year.

          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
     $10,000 of normal moving expenses upon submission of Executive's receipts
     and per industry standards. In the event Executive remains employed by the
     Company and elects to relocate his immediate family to the area of the
     Company's headquarters within two (2) years from the date hereof, the
     Company shall reimburse the Executive for up to $25,000 of additional
     moving expenses upon submission of Executive's receipts and per industry
     standards.

     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.

     6. Disability.

          (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


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     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
     12 month 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 three (3) months.

          (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, the Company
will pay the Executive three (3) months' Base Salary as in effect at the time of
the termination. The benefits and perquisites described in this Agreement as in
effect at the date of termination of employment will be continued, for three (3)
months.

          (b) If the Executive's employment terminates due to Termination for
     Cause (as defined below), breach of this Agreement by Executive,
     resignation by Executive or expiration of the Period of Employment, 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 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.


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

     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 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


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     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 reimbursement of any reasonable 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.

     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.


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     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 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 8 WENDOVER ROAD MONTCLAIR, NJ 07042, 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/ Mark Citron       14 JUNE 2002
                                              ----------------------------------
                                              Mark Citron


                                              BIOMIMETIC PHARMACEUTICALS, INC.


                                              By: /s/ Samuel E Lynch
                                                  ------------------------------
                                              Name: Samuel E Lynch
                                              Title: President


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