EX-10.22 31 file023.htm EMPLOYMENT AGREEMENT OF EARL DOUGLAS


                                                                   Exhibit 10.22

                              EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT ("Agreement") made effective as of May 31, 2005 by and
between BioMimetic Therapeutics, Inc., a Delaware corporation (the "Company"),
and Earl Douglas (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 General Counsel and to be
     responsible for the typical management responsibilities expected of an
     officer holding such position 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 May 31, 2005 and shall continue through May 31, 2009,
     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 $165,000.00 ("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 of up to 25% of Base Salary, which
          incentive bonus may be paid in the form of cash or stock options at
          the Executive's discretion. The payment of such annual incentive
          bonuses shall be based on the performance and satisfaction of specific
          Company and personal goals, 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 evaluated by the Chief Executive Officer.



     (c)  Options. Upon execution of this Agreement, Executive shall receive an
          option to purchase 65,000 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. The Company will provide you with group hospitalization,
          health, dental and vision insurance and pay up to $750 per month for
          such insurance. The Company may also provide 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 7.5 days
          per full six month period of employment. In addition, the Company has
          nine 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 $3500 annually.

     (e)  Relocation Expenses. Executive shall relocate to the area of the
          Company's headquarters. The Company shall reimburse the Executive for
          up to $40,000 of normal 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.






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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 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 two (2) 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, or if Company elects not to renew
          Executive's employment hereunder, the Company will pay the Executive
          four (4) 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, and the insurance benefits and
          perquisites described in this Agreement as in effect at the date of
          termination of employment shall continue for a period of four (4)
          months following termination of employment

     (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.




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     (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.

          (ii) "Without Cause Termination" means "constructive terminination" 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

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          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 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.



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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.

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.,
                          389 A Nichol Mill Lane, Franklin, TN 37067


          with a copy to:
                          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, to
                          Earl Douglas
                          PO Box 680365
                          Franklin, TN 37068

          or such other address as may have been furnished to the Company by the
          Executive in writing.



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


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



                                        EXECUTIVE


                                        /s/ Earl Douglas
                                        --------------------------------
                                        Earl Douglas



                                        BIOMIMETIC THERAPEUTICS, INC.


                                        By: /s/ Samuel Lynch
                                            ----------------------------
                                            Samuel Lynch

                                        Its: President & CEO
                                             ---------------------------






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