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EXHIBIT
10.19
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive
Employment Agreement is made and entered into by and between
MiMedx, Inc., a Florida corporation having a place of business at
1234 Airport Road, Suite 105, Destin, Florida 32541 (the
“Company”) and Dr. Thomas Koob
(“Executive”) as of March 1, 2007 (the
“Effective Date”).
1. Position and
Duties . Executive shall be employed by the Company as its
Chief Scientific Officer, reporting to the Company’s Chief
Executive Officer. Executive agrees to devote his or her full
business time, energy and skill to his or her duties as directed by
the Company from time to time These duties shall include all those
duties customarily performed by the Chief Scientific Officer and
the Executive’s services shall be performed at the location
where the Executive was employed immediately preceding the
Effective Date or any office or location less than forty-five
(45) miles from such location.
2. Term of
Employment . Executive’s employment as an employee of the
Company will be for a three-year term, commencing with the
Effective Date, and ending thirty-six (36) months thereafter,
subject to earlier termination by Executive or the Company, as
provided herein. Such employment may be terminated by Executive or
the Company at any time, with or without good reason. Upon the
termination of Executive’s employment as an employee of the
Company, for any reason, neither Executive nor the Company shall
have any further obligation or liability under this Agreement to
the other, except for the accrued rights of the Executive hereunder
and as set forth in this paragraph and paragraphs 6 and 7 below and
the continuing obligations of Executive under paragraphs 7, 8, 9
and 10 below.
3.
Compensation . Executive shall be compensated by the Company
for his services as follows:
(a)
Sinning Bonus . Executive shall receive in the month of
March a signing bonus equal to $29,166.66.
(b) Base
Salary . Executive shall be paid a monthly Base Salary of
$11,583.33 per month ($175,000 on an annualized basis), subject to
applicable withholding, in accordance with the Company’s
normal payroll procedures. Executive’s salary shall be
reviewed on at least an annual basis. In the event of such an
increase, that increased amount shall become Executive’s Base
Salary. The parties acknowledge that Executive may be eligible for
bonus arrangements, but such bonus amounts shall be determined by
the sole discretion of the Board of Directors.
4. Benefits
. Executive shall have the right to participate in and to receive
benefits under any of the Company’s employee benefit plans,
as such plans may be modified from time to time, provided that
Executive meets the minimum eligibility requirements applicable to
such benefits.
5. Stock .
Executive shall be eligible to be granted options for the purchase
of the Company’s shares and such option grants shall be
solely at the discretion of the Board of Directors. Such option
shall be subject to vesting and shall have an exercise price at the
fair market value as determined by the Board of Directors.
Executive agrees that such options shall
be governed by the
Company’s stock option plan and the Company’s standard
option award agreement, which Executive agrees to sign as a
condition to receiving such options.
6. Benefits Upon
Termination . In the event of Executive’s voluntary
termination from employment with the Company, or in the event that
Executive’s employment terminates as a result of his death or
disability, Executive shall be entitled to no compensation or
benefits from the Company other than those earned under paragraph 3
above through the date of termination or in the case of any stock,
vested through the date of termination.
7. Benefits Upon
Other Termination . Executive agrees that his employment may be
terminated by the Company at any time, with or without good reason.
In the event of the termination of Executive’s employment by
the Company for the reasons set forth below, he shall be entitled
to the following:
(a)
Termination for Good Reason . If Executive’s
employment is terminated by the Company for good reason as defined
below, Executive shall be entitled to no compensation or benefits
from the Company other than those earned under paragraph 3, or in
the case of any stock options, vested through the date of his
termination.
For purposes
of this Agreement, a termination “for good reason”
occurs if Executive is terminated for any of the following
reasons:
(i) theft,
dishonesty, or falsification of any employment or Company
records;
(ii)
conviction of a felony or any act involving moral
turpitude;
(iii)
consistent poor performance, as determined by the Board in its sole
discretion;
(iv) improper
disclosure of the Company’s confidential or proprietary
information;
(v) any act
by Executive that has a material detrimental effect on the
Company’s reputation or business; or
(vi) any
material breach of this Agreement, including without limitation,
failure to follow the directives of the Board of Directors or the
person to whom Executive reports, which breach, if curable, is not
cured within thirty (30) days following written notice of such
breach from the Company.
(b)
Termination Without Good Reason . If the Company requires
the Executive, without Executive’s consent and as a result
Executive voluntarily terminates his or her employment with the
Company, to be based at any location more than forty-five
(45) miles from the location at which the Executive initially
is employed within thirty days of this Employment Agreement, except
for travel reasonably required in the performance of the
Executive’s responsibilities consistent with practices in
effect prior to the Effective Date, this shall constitute
termination without good reason. If Executive’s
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employment is
terminated by the Company following the Effective Date for any
reason other than for good reason (as defined above), Executive
shall be entitled to the following separation benefits:
(i) all
accrued compensation and benefits through the date of termination
including any option grants that have been vested through the
termination date; and
(ii)
continued payment of Executive’s salary at his Base Salary
rate together with applicable fringe benefits as provided to other
executive employees, less applicable withholding, until the end of
the Term of Employment as set forth in this Employment
Agreement.
8. Employee
Inventions and Proprietary Rights Assignment Agreement . During
the Term of this Agreement and during the term of and as a
condition to receive such payments to Executive under paragraph 6
above, Executive agrees to execute and abide by the terms and
conditions of the Company’s standard Employee Inventions and
Proprietary Rights Assignment Agreement, in substantially the form
attached as Exhibit A hereto.
9. Agreement Not
To Compete . Executive agrees that in the event of his
termination at any time and for any reason, he shall not, without
the prior written consent of the Company, for a period of twelve
(12) months, compete with the Company by (i) serving as a
partner, employee, officer, director, manager or agent for,
(ii) directly or indirectly own, purchase, or organize, or
(iii) build, design, finance, work or consult for or otherwise
affiliate with any business in competition with the Company’s
business, using confidential or proprietary information of the
Company, in any way.
10. Employee
Non-Solicitation . During the term of this Agreement and for a
period of one year after termination, Executive covenants and
agrees that he shall not, directly or indirectly: (a) solicit,
recruit, or hire (or attempt to solicit, recruit, or hire) or
otherwise assist anyone in soliciting, recruiting, or hiring, any
employee of the Company who performed work for the Company within
the twelve month period prior to the termination of
Executive’s employment or (b) otherwise encourage,
solicit, or support any such employee(s) to leave their employment
with the Company, until such employee’s employment with the
Company has been voluntarily or involuntarily terminated or
separated for at least six (6) months.
11. Customer
Non-Solicitation . During the term of this Agreement and for a
period of two (2) years thereafter (the “Protected
Period”), Executive agrees not to, directly or indirectly,
contact, solicit, divert, appropriate, or call upon with the intent
of doing business with, any one or inure of the customers or
clients of the Company with whom Executive has had material contact
during the twelve (12) month period prior to the termination
of this Agreement (including prospects of the Company with whom
Executive had such contact during said period) if the purpose of
such activity is either (1) to solicit these customers or
clients or prospective customers or clients for a Competitive
Business as herein defined (including but not limited to any
Competitive Business started by Executive) or (2) to otherwise
encourage any such customer or client to discontinue, reduce, or
adversely alter the amount of its business with the Company.
Executive acknowledges that due to his relationship with the
Company, Executive will develop
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special contacts and
relationships with the Company’s clients and prospects, and
that it would be unfair and harmful to the Company if Executive
took advantage of these relationships in a Competitive
Business.
A
“Competitive Business” is an enterprise that engages in
the activity of replacement products and services which products
and/or services are substantially similar or identical to those
offered by the Company during the twelve (12) month period
prior to the termination of this Agreement.
12. Dispute
Resolution . In the event of any dispute or claim relating to
or arising out of this Agreement (including, but not limited to,
any claims of breach of contract, wrongful termination or age, sex,
race or other discrimination), Executive and the Company agree that
all such disputes shall be fully and finally resolved by binding
arbitration conducted by the American Arbitration Association in
Atlanta, Georgia in accordance with its National Employment Dispute
Resolution rules, as those rules are currently in effect (and not
as they may be modified in the future). E
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