EpiCept Corporation Amends Chief Executive Officer's Employment Agreement TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))-- Regulatory News: EpiCept Corporation (Nasdaq and OMX Nordic Exchange: EPCT) announced today that it has entered into an Amended and Restated Employment Agreement with John V. Talley, Jr., EpiCept's President and Chief Executive Officer. The terms summarized below differ from those in his original Employment Agreement with the company dated October 28, 2004. The Agreement expires on December 31, 2011; provided, however, that the term of the Agreement shall thereafter be automatically extended for unlimited additional one-year periods unless, at least three months prior to the then-scheduled date of expiration, either EpiCept or Mr. Talley gives notice that it/he is electing not to so extend the term of the Agreement. Upon the occurrence of a change in control, the term shall automatically be extended for one additional year from the date of the change in control. The Agreement provides for an annual base salary of $435,000, which shall be reviewed no less frequently than annually for increase in the discretion of the Board of Directors or its compensation committee. Mr. Talley shall also be eligible for an annual incentive award, with a target incentive opportunity equal to 55% of his base salary. Mr. Talley would be entitled to the compensation described below in the event of termination of his employment under the Agreement: Termination Without Cause. If Mr. Talley is terminated without cause, he is entitled to receive payments equal to: • a lump-sum payment equal to one and one-half (1.5) times his base salary provided, however, that in the case of a termination resulting from the expiration of the Agreement pursuant to a notice of non-extension from EpiCept, the amount shall equal one and one-quarter (1.25) times his base salary; • each stock option that was granted prior to the effective date and is outstanding as of the termination date shall (A) become fully vested as of the termination date, (B) become exercisable as of the termination date with respect to fifty percent (50%) of any securities and other property subject to it for which it is not then exercisable, (C) become exercisable with respect to the remainder of any such securities and other property ratably and monthly over the two years immediately following the termination date, and (D) remain exercisable, for all securities and other property for which it is or becomes exercisable, through at least the later of the ninetieth (90th) day following the date upon which such stock option becomes fully exercisable and the first anniversary of the termination date, but in no event beyond its maximum stated term; • each stock option that is granted on or after the effective date and is outstanding as of the termination date shall be fully vested and exercisable, as of the termination date, to the extent that it is then scheduled to become vested or exercisable within eighteen months following the termination date (had his employment hereunder continued indefinitely), and shall remain exercisable through the first anniversary of the termination date (but in no event beyond its maximum stated term); • each time-vested equity award that is outstanding as of the termination date shall vest, and become non-forfeitable, as of the termination date to the extent that it is then scheduled to become vested within eighteen months following termination date (had his employment hereunder continued indefinitely); • each performance-vesting equity award that is outstanding as of the termination date shall become vested, and non-forfeitable, to the extent that the applicable performance vesting criteria are achieved within eighteen months following the termination date; and • continued participation, for 18 months immediately following the termination date, in all employee welfare benefit plans, programs and arrangements, on terms and conditions that are no less favorable to him than those applied immediately prior to the termination date, and with COBRA benefits commencing thereafter; provided, however, that in the case of a termination due to expiration of the term pursuant to notice of non-extension from the company, the continuation period shall be 12 months rather than 18 months. Termination in Connection With a Change in Control. If Mr. Talley is terminated within six months prior to, or within one year and a day following, a change in control, he is entitled to: • a lump sum payment equal to two times the sum of (x) his base salary and (y) the greater of (I) his target for the year in which the termination occurs and (II) the annual incentive award awarded to him for the most recently completed calendar year; • have each outstanding stock option (including both time-vesting and performance-vesting awards) become fully vested and exercisable as of the termination date and remain exercisable through the first anniversary of the termination date, but in no event beyond its maximum stated term; • have each other equity-based award (including both time-vesting and performance-vesting awards) become fully vested, and non-forfeitable, as of the termination date; and • continued participation, for 24 months immediately following the termination date, in all employee welfare benefit plans, programs and arrangements, in which he was participating immediately prior to the Termination Date, on terms and conditions that are no less favorable to him than those applied immediately prior to the termination date, and with COBRA benefits commencing thereafter. About EpiCept Corporation EpiCept is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene®, which has been granted full marketing authorization by the European Commission for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. The Company has two oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept™ NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. Forward-Looking Statements This news release and any oral statements made with respect to the information contained in this news release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements which express plans, anticipation, intent, contingency, goals, targets, future development and are otherwise not statements of historical fact. These statements are based on our current expectations and are subject to risks and uncertainties that could cause actual results or developments to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Factors that may cause actual results or developments to differ materially include: the risk that Ceplene will not receive regulatory approval or marketing authorization in the United States or Canada, the risk that Ceplene will not achieve significant commercial success, the risk that any required post-approval clinical study for Ceplene will not be successful, the risk that we will not be able to maintain our final regulatory approval or marketing authorization for Ceplene, the risks associated with the adequacy of our existing cash resources and our ability to continue as a going concern, the risks associated with our ability to continue to meet our obligations under our existing debt agreements, the risk that Azixa™ will not receive regulatory approval or achieve significant commercial success, the risk that we will not receive any significant payments under our agreement with Myriad, the risk that the development of our other apoptosis product candidates will not be successful, the risk that clinical trials for EpiCept NP-1 or crolibulinTM will not be successful, the risk that EpiCept™ NP-1 or crolibulin will not receive regulatory approval or achieve significant commercial success, the risk that we will not be able to find a partner to help conduct the Phase III trials for EpiCept NP-1 on attractive terms, a timely basis or at all, the risk that our other product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later stage clinical trials, the risk that we will not obtain approval to market any of our product candidates, the risks associated with dependence upon key personnel, the risks associated with reliance on collaborative partners and others for further clinical trials, development, manufacturing and commercialization of our product candidates; the cost, delays and uncertainties associated with our scientific research, product development, clinical trials and regulatory approval process; our history of operating losses since our inception; the highly competitive nature of our business; risks associated with litigation; and risks associated with our ability to protect our intellectual property. These factors and other material risks are more fully discussed in our periodic reports, including our reports on Forms 8-K, 10-Q and 10-K and other filings with the U.S. Securities and Exchange Commission. You are urged to carefully review and consider the disclosures found in our filings which are available at www.sec.gov (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A% 2F%2Fus.lrd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba9_%3B_ylu%3DX3o DMTEzM2pvaWgxBHBvcwMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2VjZ292%2FSIG%3D15 t064n6f%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlin k%2526url%3Dhttp%25253A%25252F%25252Fwww.sec.gov%2526esheet%3D6170045%25 26lan%3Den_US%2526anchor%3Dwww.sec.gov%2526index%3D2%2526md5%3D61ec7b720 44301e411e3335754ee5c07&esheet=6329204&lan=en-US&anchor=www.sec.gov&inde x=1&md5=9ccf5b628d84140fc30733d766c50df9) or at www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http %3A%2F%2Fus.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNNfjba9_%3B_ylu%3 DX3oDMTE2OGhhcWs4BHBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3ZXBpY2VwdGNv%2F SIG%3D1659oglun%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3D smartlink%2526url%3Dhttp%25253A%25252F%25252Fwww.epicept.com%2526esheet% 3D6170045%2526lan%3Den_US%2526anchor%3Dwww.epicept.com%2526index%3D3%252 6md5%3D8b3a48c3367e26fcfbd15295b6d82118&esheet=6329204&lan=en-US&anchor= www.epicept.com&index=2&md5=105f1433d499ddfab8aa3fa7afded6b4). You are cautioned not to place undue reliance on any forward-looking statements, any of which could turn out to be wrong due to inaccurate assumptions, unknown risks or uncertainties or other risk factors. EPCT-GEN *Azixa is a registered trademark of Myriad Genetics, Inc. EpiCept Corporation: Robert W. Cook, 914-606-3500 rcook@epicept.com (rcook@epicept.com) or Investors: Lippert/Heilshorn & Associates Kim Sutton Golodetz, 212-838-3777 kgolodetz@lhai.com (kgolodetz@lhai.com) or Bruce Voss, 310-691-7100 bvoss@lhai.com (bvoss@lhai.com) or Media: Feinstein Kean Healthcare Greg Kelley, 617-577-8110 gregory.kelley@fkhealth.com (gregory.kelley@fkhealth.com)
EpiCept Corporation Amends Chief Executive Officer's Employment Agreement
| Source: Immune Pharmaceuticals Inc
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