EXECUTIVE
EMPLOYMENT
AGREEMENT
This employment agreement is made and entered
into as of May 19, 2009, between ISORAY, INC., a Minnesota
corporation (the "Company"), and Jonathan Hunt, an individual
residing at 236 Brookwood Loop, Richland, WA 99352
("Employee").
RECITALS:
A. Employee
is and has been the Chief Financial Officer of the Company and the
Company desires to have the continuing benefit of Employee's
knowledge, experience and services in the operation of the Company;
and
B. The
Board of Directors of the Company considers sound and vital
management to be essential to the overall success of the Company
and has decided to employ Employee on the terms and conditions set
forth herein.
AGREEMENT
In consideration of the covenants and agreements
set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Definitions . For purposes of this Agreement,
the following terms shall have the meanings indicated:
1.1 Change in Control means either (1)
the closing of any merger, combination, consolidation or similar
business transaction involving the Company in which the holders of
common stock or other equity immediately prior to such closing are
not the holders of a majority of the ordinary voting securities of
the surviving entity in such transaction; (2) the closing of any
sale by the Company of all or substantially all of its assets in a
single transaction or a series of related transactions outside the
regular course of business to an acquiring entity in which the
holders of a majority of ordinary voting securities immediately
prior to such closing are not the holders of a majority of the
ordinary voting securities of the acquiring entity; or (3) a share
exchange whereby fifty-one percent (51%) or more of the common
stock or other equity is exchanged for stock or equity in another
entity other than for the purpose of a change in domicile of the
state of incorporation or organization of the Company.
1.2
Company means IsoRay, Inc. or any successor
entity.
1.3 Company Board means the Company Board
of Directors or the Board of Directors of any successor entity of
the Company.
1.4 Compensation Committee means the
Compensation Committee of the Company Board or, in the event there
is not a Compensation Committee of the Company Board, any committee
of the Company Board or other body of members of the Company Board
performing a similar function.
1.5
Effective Date. The effective date of this Agreement is May
19, 2009.
1.6 Good Reason means the occurrence of
any of the following events to which Employee has not expressly
agreed to in writing:
a. A material
reduction in Employee's base salary as in effect on the Effective
Date or any renewal date of this Agreement, whichever occurs
later;
b. A material
reduction in any fringe benefit provided to the Employee below the
level of such fringe benefit provided generally to other actively
employed and similarly situated executives of the
Company;
c. The
change, in a materially adverse manner, of Employee's title,
position, authority or responsibilities (including reporting
responsibilities and authority);
d. Employee
will not be relocated, without his consent, to any place outside of
the Richland, Washington area, except for required travel by
Employee on the Company's business to an extent substantially
consistent with Employee's business travel obligations at the
Effective Date; provided, however, that, if the Company
Board and Employee determines a relocation is necessary, the
Company shall pay all of the Employee's reasonable moving and other
relocation expenses, and such new location and such relocation
shall not constitute "Good Reason" hereunder;
e. The
failure of the Company to obtain the assumption of this Agreement
by any successor, assignee, affiliate, or parent of the Company;
and
f. Any
material breach by the Company of any provision of this Agreement
which is not cured by the Company within sixty (60) days written
notice from Employee specifying the nature of such
breach.
1.7 Termination for Cause means the
termination of employment of Employee by the Company Board because
of Employee's personal dishonesty, willful misconduct, intentional
failure to perform his stated duties, willful violation of any
material law, rule or regulation resulting in a detriment to the
Company or reflecting upon the Company's integrity (other than
traffic infractions or similar offenses) or a material breach by
Employee of any term of this Agreement and failure to cure such
breach within sixty (60) days after receipt of written notice from
the Company specifying the nature of such breach or to pay
compensation to the Company deemed reasonable by the Company if
breach cannot be cured.
1.8 Total and Permanent Disability means
an injury or illness of Employee that prevents him from performing
his customary duties and which is expected to be of long continued
and indefinite duration and that has caused Employee's absence from
service for at least sixty (60) days.
2.
Employment. The Company hereby employs the Employee
and the Employee accepts employment on the terms and conditions set
forth herein.
2.1 Term. The term of this Agreement
shall commence on the date hereof and shall end on the close of
business on the day after the first anniversary of the date of
commencement, unless terminated in accordance with the provisions
of Section 3 hereof. The term hereof shall be extended
automatically for an additional one (1) year on each anniversary
date hereof, unless prior to ninety (90) days before any such
anniversary date the Compensation Committee decides to modify the
term of, or to terminate the agreement in accordance with the
provisions of Section 3 of this Agreement.
2.2 Duties and Responsibilities. Employee
shall serve as Chief Financial Officer and Treasurer, shall report
to the Chief Executive Officer, and shall be responsible for such
duties as may be assigned to him from time to time by the Chief
Executive Officer.
2.3 Compensation. During the term of this
Agreement and so long as Employee's employment has not been subject
to Termination for Cause, he shall be entitled to the salary and
other employment benefits provided in this Section 2.3
notwithstanding the level of compensation or benefits received by
similarly situated employees. Employee shall be entitled to an
annual salary of no less than $144,200, payable pursuant to the
Company's employment compensation policy as it may exist from time
to time, with increases as may be made from time to time in
accordance with the Company's regular salary administration
practices as applied to executive officers of the Company. Employee
shall be entitled to reimbursement for business expenses on a basis
no less favorable to Employee than in accordance with the policy of
the Company on the Effective Date. Employee shall also be entitled
to continuing participation, consistent with past practices, in all
employee benefits plans and practices of the Company in place on
the Effective Date, including, without limitation, life, long-term
disability and accident insurance, employee savings and investment
plans, stock plans, medical, dental, hospitalization and other
welfare benefit plans, and vacation plans, without any material
reduction in the value of the Company provided benefits.
2.4 Performance Bonus. Employee shall be
eligible to receive annual bonus payments under a bonus plan as
established by the Compensation Committee based upon performance
goals established in writing and agreed to by Employee and the
Compensation Committee within ninety (90) days of
