IMMUCELL
CORPORATION
EXHIBIT 10.4
EMPLOYMENT AGREEMENT DATED APRIL
29, 1999 BETWEEN THE REGISTRANT
AND MICHAEL F.
BRIGHAM
EMPLOYMENT AGREEMENT
AGREEMENT made this 29th day of
April, 1999, between IMMUCELL CORPORATION, a Delaware Corporation
(the “Company”), and Michael F. Brigham, of Kennebunk,
Maine (“Brigham”).
WITNESSETH
:
In consideration of the mutual
promises hereinafter contained, the parties hereto agree as
follows:
1. EMPLOYMENT AND TERM. The Company
hereby employs Brigham and Brigham hereby accepts employment by the
Company subject to the provisions of this Agreement for a term
commencing on April 29, 1999 and ending upon the date of
termination of Brigham’s employment with the
Company.
2. DUTIES OF BRIGHAM. Brigham shall
be employed by the Company as Vice President, Chief Financial
Officer, Treasurer and Secretary to perform such duties consistent
with such a position as Vice President, Chief Financial Officer,
Treasurer and Secretary as its Board of Directors shall assign
Brigham from time to time. Brigham shall serve the Company
faithfully and diligently, use his best efforts to promote the
interests of the Company, and shall devote his full time and
efforts to the business and affairs of the Company.
3. COMPENSATION.
(a) Base Salary . As
compensation for his services hereunder, the Company shall pay
Brigham $7,916.66 per month, beginning on February 1, 1999.
During the entire term of this agreement, Brigham’s salary
shall be subject to periodic review and adjustment by the Board of
Directors of the Company, which Board of Directors may in its sole
discretion change the salary to an amount greater than that
provided for therein; provided, however, that in no event may the
Company’s Board of Directors decrease Brigham’s salary
below that which is provided for herein.
(b) Employee Benefits .
During the term of this Agreement the Company shall provide Brigham
with the standard health, life, and disability insurance coverage
that is provided to the Company’s other non-officer
employees. Brigham shall also be eligible to receive all other
employee benefits of the Company in the same manner and to the same
extent as other employees of the Company in accordance with the
Company’s policies, including, without limitation, any
incentive pay programs offered by the Company to all of its
non-officer employees.
(c) Nonqualified Stock
Options .
(1) Grant . By unanimous
resolution of the full Board of Directors on March 1, 1999 the
Company granted to Brigham an option (‘Option’) to
purchase thirty-one thousand and one hundred (31,100) shares
of ImmuCell common stock (‘Shares’) at a price equal to
$1.3125 per share.
(2) Vesting . Brigham’s
right to purchase the Shares subject to this Option shall vest as
follows:
(i) As to 10,366 Shares on and after
March 1, 2000;
(ii) As to an additional 10,367
Shares on and after March 1, 2001; and
(iii) As to the remaining 10,367
Shares on and after March 1, 2002.
(3) Exercise . Except as
hereinafter provided, the Option may be exercised in full or in
part at any time to the extent vested in accordance with subsection
(2). In no event may the Option be exercised to purchase fewer than
one hundred (100) Shares, unless fewer than one hundred
(100) Shares are subject to the Option.
The purchase price for the Shares
acquired upon exercise of the Option shall be paid (i) in cash
or certified check, or (ii) at the discretion of the
Compensation and Stock Option Committee of the Board of Directors
of the Company by delivery of one or more stock certificates, duly
endorsed, evidencing other Shares with a Fair Market Value on the
date of exercise equal to the option price, or (iii) at the
discretion of the Compensation and Stock Option Committee, by a
combination of the methods described in (i) or (ii). As soon
as practicable after Brigham has tendered payment of the purchase
price to the Company, the Company shall provide Brigham with a
Certificate evidencing the Shares purchased. Such certificate shall
include any legends required under federal or state securities
laws.
In the event of Brigham’s
termination of employment with the Company (except for by reason of
“just cause” as provided by subsection (c) of
Section 4 of this Agreement), disability or death, the Option
shall be exercisable during the eighteen-month period following the
date of Brigham’s termination. In the event of
Brigham’s termination for “just cause” as
provided by subsection (c) of Section 4, the Option shall
be exercisable for the three month period following such
termination only to the extent it was exercisable at the time of
such termination.
(4) Expiration of Option .
This Option shall expire at 5:00 p.m., Eastern time on
February 28, 2009, unless sooner terminated as provided in
Section (c)(3) above, and may not be exercised
thereafter.
(5) Nontransferability .
Brigham may not transfer the Option other than by will or the laws
of descent and distribution. During Brigham’s lifetime, only
Brigham may exercise the Option.
(6) Change in Control . In
the event of a change in control of the Company, Brigham’s
right to purchase Shares subject to the Option shall vest
immediately. For purposes of this Amendment, ‘change in
control’ shall mean any one of the following
events:
(a) Any person shall become
beneficial owner, directly or indirectly, of securities
representing fifty percent (50%) or more of the combined
voting power of the Company’s then outstanding
stock.
As used in this Paragraph 6 (a),
‘beneficial owner’ shall have the meaning ascribed to
it from time to time under rules promulgated by the Securities and
Exchange Commission pursuant to Section 13 (d) of the
Securities Exchange Act of 1934, or any similar successor statute
or rule; and a ‘person’ shall include any natural
person, corporation, partnership, trust, association, or any group
or combination thereof, whose ownership of the Company stock would
be reportable pursuant to such provision of the Securities Exchange
Act of 1934 and the rules and regulations promulgated
thereunder;
(b) The Company’s stockholders
approve (i) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or
pursuant to which shares of Company common stock would be converted
into cash, securities or other property, or (ii) any sale,
lease, exchange, liquidation or other transfer (in one transaction
or a series of transactions) of all or substantially all of the
assets of the Company.
(c)Any other event which a majority
of all the Company’s Directors who are not employees of the
Company determines constitutes a change of control.
(7) No Registration of
Securities . The parties agree that the Company presently
intends to rely on the securities registration exemption contained
in Section 10502 (1) (L) of the Revised Maine
Securities Act and that, accordingly, no registration or exemption
filing shall be made by the Company under such Act with respect to
the Shares. Brigham acknowledges that transfer of the Shares may be
restricted by applicable federal and state securities laws and that
the Shares when issued shall contain an appropriate legend to that
effect. Notwithstanding the foregoing, the Company agrees to
re
