Exhibit 10.37
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Lawrence Miller (the “Executive”).
WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue to be employed by the Company under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Employment.
1.1 At-Will Employment. The Executive’s employment under this Agreement shall be “at will” and the period of Executive’s employment under this Agreement shall constitute the “Term.” This Agreement and the Term shall be subject to termination in accordance with Section 4 hereof.
1.2 Positions and Duties. The Executive will continue to serve as the Company’s Chief Executive Officer, reporting to the Board of Directors, or such other position and reporting as determined by the Company. The Executive’s employment by the Company shall continue to be full-time and the Executive shall devote substantially all of Executive’s business time, attention and services to the Company. The Executive will perform such duties as may be customary to, and consistent with, such position, and such duties that may reasonably be assigned from time to time by their manager. For avoidance of doubt, it shall not be a violation of this Section 1.2 for the Executive to (a) serve on civic or charitable boards or committees, (b) serve on corporate boards or committees with prior written approval by the Chief Executive Officer of the Company, and (c) manage personal investments, in each case so long as such activities do not interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement and do not create a conflict of interest.
1.3 Place of Performance. The Executive shall perform Executive’s services hereunder from a remote location and shall come into the office as needed to perform their job responsibilities. The Executive will be required to travel from time to time for business purposes as necessary or requested by the Company.
2. Compensation and Benefits.
2.1 Base Salary. The Executive shall receive an annual base salary at the rate of $546,100 (the “Base Salary”), paid in accordance with the Company’s payroll practices, as in effect from time to time and subject to applicable withholdings or other required statutory deductions. The Board of Directors or its delegate shall review the Base Salary on an annual basis, and in its sole discretion, may make adjustments to the Base Salary from time to time.
2.2 Annual Bonuses. The Executive shall be eligible to receive an annual incentive bonus for each calendar year ending during the Term (the “Bonus”), with a target amount equal to 45% of the Base Salary. The actual Bonus payable with respect to a particular calendar year will be determined by the Board of Directors, based on the achievement of corporate, financial and/or personal objectives established by the Board of Directors in its sole discretion. Any Bonus payable pursuant to this Section 2.2 will be paid in the year following the calendar year with respect to which such Bonus was earned and attributable, but no later than March 15 of the following year; provided that the Executive must be employed by the Company on the day the Bonus is paid in order to earn such Bonus for the applicable calendar year.
2.3 Employee Benefits. The Executive will be eligible to participate in the employee benefit plans, policies or arrangements maintained by the Company for its employees generally, subject to the terms and