Exhibit 10.1
EXECUTION COPY
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
(this "AGREEMENT"),
dated February 9,
2007, by and between
Elite
Pharmaceuticals,
Inc., a Delaware corporation ("COMPANY"), and Charan Behl
("EXECUTIVE").
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R E
C I T A L S:
WHEREAS, the Company
and Executive entered into an Employment
Agreement, dated
November 13, 2006 (the "ORIGINAL AGREEMENT"), and the Company
and Executive
desire to amend and
restate the terms and conditions of the
Original Agreement; and
WHEREAS, Executive
desires to continue to provide employment
services to the
Company, and the Company desires to continue to retain the
employment services of Executive, in each case, in accordance with
the terms of
this Agreement.
In consideration of the mutual promises herein contained,
the
parties hereby agree as follows:
A G R E E M E N T:
1. EMPLOYMENT.
1.1. GENERAL. The Company hereby employs Executive in
the capacity of Head of Technical Affairs at the compensation rate
and benefits
set forth in Section 2 hereof for the Term (as defined in Section
3.1 hereof).
Executive hereby accepts such employment, subject to the terms
herein contained.
In such capacity (a) Executive shall report to, and follow the
directions
of,
the Board of Directors (the "BOARD"), the Chief Executive Officer (the "CEO"),
the Chief Scientific
Officer ("CSO") and
each other executive
officer of the
Company so
designated
by the Board
("DESIGNATED
EXECUTIVE OFFICERS"), (b)
perform and carry out
such duties
and responsibilities that are reasonably
consistent with Executive's position and responsibilities and this Agreement,
and (c) perform and discharge such additional duties and
responsibilities as may
be determined from time to time by the CEO, the CSO or any
Designated
Executive
Officer of the
Company or the Board that are reasonably consistent with
Executive's position.
1.2. TIME DEVOTED TO POSITION. During the Term,
Executive shall devote
substantially
all of his business
time, attention
and
skills to the business
and affairs of
Company, including its subsidiaries,
entities and organizations presently existing or hereafter formed,
organized or
acquired by Company (each, a "SUBSIDIARY" and collectively, the
"SUBSIDIARIES").
Nothing in this Agreement shall prevent Executive from devoting
reasonable time
and attention
to personal, public and charitable affairs, as long as such
activities do not
interfere with the effective performance of his duties
hereunder.
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2. COMPENSATION AND BENEFITS.
2.1. SALARY.
During the Term, the
Company shall pay
to Executive, and
Executive shall accept, as full compensation for any and
all
services rendered and to be rendered by him during such period to
Company in all
capacities the
following:
(i) a base salary at
the annual rate of Two Hundred
Fifty Thousand Dollars ($250,000) during the Term (the "BASE
SALARY"); and (ii)
any additional
bonus and the benefits
set forth in Sections
2.2, 2.3 and 2.4
hereof. The Base
Salary shall be payable in accordance with the regular payroll
practices of
the Company applicable to its senior executives, less such
deductions as shall be required to be withheld by applicable law
and regulations
or otherwise. The Board may increase the Base Salary in the sole
discretion.
2.2. BONUS.
(a) GUARANTEED BONUS. The Executive shall be entitled
to Twenty Five Thousand Dollars ($25,000) bonus payable in cash within
thirty
(30) days of the end of each fiscal year of the Company (the "Fiscal Year")
during the Term.
(b) DISCRETIONARY BONUSES. Following the end of each
Fiscal Year during the Term commencing on January 1, 2007, wholly
subject to the
discretion of the Board (or any committee of the Board delegated
authority over
employee compensation matters), the Company may award Executive a
bonus of up to
fifty percent (50%) of the Executive's then Base Salary (initially,
One Hundred
and Twenty Five
Thousand Dollars ($125,000)), payable (at the option of the
Company) in cash or in shares of Common Stock (as defined
below) valued at the
closing price of the Common Stock on the immediately preceding trading day, for
the relevant
Fiscal Year (pro-rated for periods of less than a full
Fiscal
Year). For purposes of determining whether such discretionary
bonuses shall be
payable, the Board (or
any committee
of the Board
delegated authority over
employee compensation matters), shall discuss with the Executive
certain annual
goals to the achieved by the Company and/or the Executive
during the
applicable
year. Such goals will
be established
by the Company and discussed with the
Executive in good faith and within a reasonable time of the
commencement of each
Fiscal Year. If such
discretionary
bonuses are to be paid
in shares of Common
Stock, the number of
shares issuable
shall be determined by reference to the
average of the closing
price of a share of Common Stock during the five trading
days immediately preceding the date of issuance of such shares.
(c) LIMITATION ON BONUSES. Notwithstanding anything
to the contrary
in this Section 2.2 or Section 3, no annual
bonus shall be
deemed to have accrued or otherwise to have become
payable for the
purposes of
this Agreement unless this Agreement shall not have been terminated
prior to the
end of the Fiscal Year in respect of which such bonus was to be
awarded.
2.3. STOCK OPTIONS.
2.3.1. INITIAL
OPTIONS.
Effective
on the
Commencement Date (as
defined below), the
Company granted to Executive options
(the "INITIAL
OPTIONS") to purchase
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two hundred fifty thousand (250,000) shares of common stock, par
value $0.01 per
share (the "COMMON STOCK") of the Company, pursuant to the Company's 2004
Stock
Option Plan, as amended (the "PLAN"). The Initial Options:
(i) shall, to the maximum extent permitted under applicable
law, qualify as "incentive stock options" within the meaning of
Section
422 of the Internal Revenue Code;
(ii) be fully vested and immediately exercisable in full as of
the Commencement Date;
(iii) have a per share exercise price equal to $2.25; and
(iv) be subject to the terms and conditions set forth in the
Plan and a stock option agreement to be entered into by the Company
and
Executive, simultaneously herewith (the "OPTION AGREEMENT"). Such
grant
of options pursuant to
this Section
2.3.1 shall be fully
vested and
exercisable, subject
to the terms of the Plan and the Option Agreement
and acceleration
pursuant to Section 3 hereof. The shares of Common
Stock issuable upon
exercise of the Initial Options are subject to an
effective registration statement filed with the Securities and
Exchange
Commission (the "SEC").
2.3.2. OPIOID PRODUCT
OPTIONS. In addition to
the other grants set forth in this Section 2.3, effective on the Commencement
Date, the Company granted to Executive options (the "OPIOID PRODUCT
OPTIONS") to
purchase up to three hundred thousand (300,000) shares of Common
Stock, pursuant
to the Plan. The Opioid Product Options:
(i) shall, to the maximum extent permitted under applicable
law, qualify as "incentive stock options" within the meaning of
Section
422 of the Internal Revenue Code;
(ii) have a per share exercise price equal to $2.25;
(iii) have one hundred fifty thousand (150,000) options vest
and become immediately
exercisable in full only upon the closing of an
exclusive product
license for the first
of the United States national
market, the entire European Union market or the Japan market or
product
sale transaction of all of the Company's ownership rights in the
United
States (only once for each individual product) for the Company's
first
Non-Generic Opioid Drug;
(iv) have one hundred fifty thousand (150,000) options vest
and become immediately
exercisable in full only upon the closing of an
exclusive product
license for the United States national market, the
entire European
Union market or the Japan market or product sale
transaction of all of
the Company's
ownership rights in the United
States (only once for each individual product) for the Company's
second
Non-Generic Opioid Drug; and
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(v) be subject to the
terms and conditions
set forth in the
Plan and Option Agreement.
All such options shall be subject to acceleration pursuant to Section 3 hereof.
The shares of Common Stock issuable upon exercise of the Opioid
Product Options
are subject to an
effective registration statement filed with the SEC. For
purposes of this Section 2.3.2, "Non-Generic Opioid Drug" means a
drug developed
by the Company for
which FDA approval
will be sought
under a NDA
(including
under a 505(b)(2) application) for oxycodone, hydrocodone, hydromorphone,
oyxmorphone or morphine.
2.3.3
INTENTIONALLY OMITTED
2.3.4. MILESTONE
OPTIONS. Subject to Section
2.3.7. hereof,
in addition to the
other grants set forth
in this Section 2.3,
effective on the
Commencement Date, the
Company granted to
Executive options
(the "MILESTONE
OPTIONS") to purchase up to two hundred thousand (200,000)
shares of Common Stock, pursuant to the Plan. The Milestone
Options:
(i) shall, to the maximum extent permitted under applicable
law, qualify as "incentive stock options" within the meaning of
Section
422 of the Internal Revenue Code;
(ii) have a per share exercise price equal to $2.25;
(iii) shall
vest and become exercisable only upon the
occurrence of the following events which occur during the
Initial Term
(up to a maximum of 200,000 shares of Common Stock in the
aggregate):
(a) Milestone
Options exercisable for one hundred
twenty-five thousand
(125,000) shares of
Common Stock shall vest and
become immediately
exercisable in full
upon the commencement
of the
first Phase III
clinical trial relating to the first Non-Generic
Opioid Drug developed by the Company;
(b) Milestone Options
exercisable for
seventy-five
thousand (75,000)
shares of Common Stock shall vest and become
immediately
exercisable in full
upon the commencement
of the first
Phase III clinical
trial relating to the
second Non-Generic
Opioid
Drug developed by the Company;
(c) Milestone Options
exercisable for fifty thousand
(50,000) shares of
Common Stock
shall vest and
become immediately
exercisable in full
only upon the closing
of an exclusive product
license for
the United States national market or product sale
transaction of all of the Company's ownership rights (on a product
by
product basis and only
once for each
individual
product) for each
Company drug
product, other than the Non-Generic Opioid Drugs for
which Opioid Product Options were granted under Section 2.3.2
above;
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(d) Milestone Options
exercisable
for ten thousand
(10,000) shares of
Common Stock
shall vest and
become immediately
exercisable in full
upon the filing by the Company (in the Company's
name) with the United States Food and Drug Administration (the "FDA")
of either an
abbreviated new drug
application
(an "ANDA") or a
new
drug application
(including
a NDA filed with the
FDA under Section
505(b)(2) of the
Federal Food,
Drug, and Cosmetic Act, 21 U.S.C.
Section 301 ET
SEQ.) (a "NDA"), for a product not covered by a
previous FDA application;
(e) Milestone Options
exercisable for forty thousand
(40,000) shares of
Common Stock
shall vest and
become immediately
exercisable in full
upon the approval
by the FDA of any ANDA
or NDA
(filed in the Company's name) for a product not previously approved
by
the FDA;
(f) Milestone Options
exercisable
for twenty-five
(25,000) shares of
Common Stock
shall vest and
become immediately
exercisable in full upon filing of an application for U.S. patent by
the Company (filed in the Company's name); and
(g) Milestone Options
exercisable
for twenty-five
(25,000) shares of
Common stock
shall vest and
become immediately
exercisable in full
upon the granting by
U.S. Patent and
Trademark
Office ("PTO")
of a patent to the
Company (filed in the Company's
name); and
(iv) be subject to the terms and conditions set forth in the
Plan and Option
Agreement.
All such options shall be subject to
acceleration pursuant to Section 3 hereof.
Upon the earlier to occur of the expiration of the Initial Term of this
Agreement or the termination of Executive's employment hereunder, all unvested
Milestone Options
granted shall automatically terminate and all vested but
unexercised Milestone
Options shall
terminate in
accordance with the terms of
the stock option
agreement by and
between the Executive
and the Company
with
respect to the Milestone Options and the Plan; provided that, in
the case of any
Milestone Options
that may be vested
pursuant to clause (e) or clause (g) of
Section 2.3.4(iii)
above, if (x) the
applicable filing with the FDA or PTO, as
the case may be, was made by the Company during the Initial Term but prior to
the termination of the Executive by the Company without Cause,
(y) the approval
relating to such
filing (either
from the FDA or the
PTO) occurs
within five
hundred forty (540) days of such filing and (x) such approval
occurring within
the three year Initial Term, the Milestone Options relating to such
filing shall
vest in accordance with clause (e) or clause (g), as the case may
be. The shares
of Common Stock
issuable upon exercise of the Milestone Options are subject to
an effective registration statement filed with the SEC.
2.3.5 ADDITIONAL
MILESTONE OPTIONS.
Subject to
Section 2.3.7. hereof,
if the maximum
number of Milestone
Options shall have
vested during the Initial Term of this Agreement, the Company shall
grant to the
Executive additional options to purchase shares of Common Stock
(the "ADDITIONAL
MILESTONE OPTIONS"),
pursuant to the Plan. The Additional Milestone Options (i)
shall, to the
maximum extent permitted under applicable law, qualify as
"incentive stock
options" within the meaning of Section
422 of the
Internal
Revenue Code, (ii)
shall have a per share
exercise price equal
to the closing
price of a share of Common
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Stock, as listed on
the American Stock
Exchange, on the date
of grant, (iii)
shall be subject to the terms and conditions set forth in the Plan
and the stock
option agreement to be entered into by the Company and the
Executive on the date
of grant which shall be substantially the same as the Option
Agreement,
(iv)
shall be fully vested
and exercisable in full upon grant, and (v) shall be
granted at the end of the then current Fiscal Year in which any of
the following
triggering events
shall occur (and, in the case of grants related to events
occurring after the
end of the last fiscal year during the Initial Term, such
grants shall be made
at the end of the first Fiscal Year after the Initial
Term):
(a) Additional
Milestone Options for one hundred
twenty-five thousand (125,000) shares of Common Stock shall be
granted
at the end of the then
current Fiscal Year
(and immediately
vested
exercisable in full) upon the commencement of first Phase III
clinical
trial relating to the first Non-Generic Opioid Drug developed by the
Company only
to the extent that such Milestone Options did not
previously vest under
clause (iii)(a) of Section 2.3.4, it being
understood that in no
event shall
the total of Milestone Options
vesting under
2.3.4(iii)(a) and Additional Milestone Options granted
under this Section
2.3.5(iii)(a) exceed options for 125,000 shares of
Common
Stock in the aggregate;
(b) Additional
Milestone Options for one hundred and
twenty five thousand (125,000) shares of Common Stock shall be
granted
at the end of the then current Fiscal Year upon the commencement of
the first Phase III clinical trial relating to the second
Non-Generic
Opioid Drug
developed by the Company only to the extent Milestone
Options did not
previously
vest under
clause (clause (iii)(b) of
Section 2.3.4,
it being understood that (i) in no event shall the
total of Milestone Options vesting under 2.3.4(iii)(b) and the
Additional Milestone Options granted under this Section
2.3.5(iii)(b)
exceed 125,000 shares of Common Stock in the aggregate, and (ii) in
no
event shall the options vested and/or granted under Sections
2.3.4(a),
2.3.4(b), 2.3.5(a) and
2.3.5(b) exceed
options for 250,000 shares of
Common Stock in the aggregate.
(c) Additional
Milestone Options for
fifty thousand
(50,000) shares of
Common Stock
shall be granted at the end of the
then current
Fiscal Year upon the closing of an
exclusive product
license for
the United States national market or product sale
transaction of all ownership rights (on a product by product basis
and
only once for each individual product) for each Company drug
product,
other than the
Non-Generic Opioid
Drugs for which any Opioid Product
Options were granted under Section 2.3.2 above;
(d) Additional
Milestone Options for ten thousand
(10,000) shares of
Common Stock
shall be granted at the end of the
then current Fiscal Year (and immediately vested exercisable in full)
upon the filing by the Company (in the Company's name) with the FDA
of
either an ANDA or NDA for a product not covered by a previous FDA
application;
(e) Additional
Milestone Options for
forty thousand
(40,000) shares of
Common Stock
shall be granted at the end of the
then current Fiscal Year (and immediately vested exercisable in full)
upon the approval by the FDA of any ANDA,
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NDA or 505(b)(2)
application of the
Company (filed in the
Company's
name) for a product not previously approved by the FDA;
(f) Additional
Milestone Options for twenty-five
(25,000) shares of
Common Stock
shall be granted at the end of the
then current Fiscal Year (and immediately vested exercisable in full)
upon filing of an
application for an
additional U.S.
patent by the
Company (filed in the Company's name); and
(g) Additional
Milestone Options for twenty-five
(25,000) shares of
Common Stock shall be granted as of the end of the
then current Fiscal Year (and immediately vested exercisable in full)
upon the granting by U.S. Patent and Trademark Office of such
additional patent to the Company (filed in the Company's name).
Upon the earlier to occur of the expiration of the Initial Term of this
Agreement or the termination of Executive's employment hereunder,
all Additional
Milestone Options
shall automatically
terminate in
accordance the
applicable
stock option agreement
to be entered into by and between the Executive and the
Company with respect to such Additional Milestone Options (which
agreement shall
be substantially similar to the other stock option agreements by
and between the
Executive and the Company) and the Plan. For the avoidance of doubt,
(i) under
no circumstances shall
Additional Milestone
Options be granted as
a result of
the occurrence of an event which had previously triggered, or simultaneously
therewith will
trigger, the vesting of any Milestone Options granted under
Section 2.3.4 above and (ii) no Opioid Product Options, Milestone Options or
Additional Milestone
Options shall be granted or vest under this Agreement as a
result of any transaction entered into, or any FDA or PTO
application or filing
made, by, or in the
name of, any
Person in which
the Company has an equity
interest but which is not a wholly-owned subsidiary of the
Company.
2.3.6.
ADDITIONAL
OPTIONS. In addition to the
other grants set forth in this Section 2.3, the Company, in its
sole discretion,
may grant to Executive additional options (the "ADDITIONAL
OPTIONS") to purchase
shares of Common Stock, pursuant to the Plan. The
Additional Options
shall (i)
to the maximum extent
permitted under
applicable
law, qualify as "incentive
stock options" within
the meaning of Section 422 of the Internal Revenue Code,
(ii) have a per share exercise price equal the then fair market
value of a share
of Common Stock, (iii)
vest, as determined by the Board, in its sole discretion
and (iv) be subject to the terms and conditions set forth in the
Plan and Option
Agreement. All such options shall vest and be exercisable,
as determined by
the
Board, in its sole
discretion and shall be subject to acceleration pursuant to
Section 3 hereof.
2.3.7. LIMITATION
UPON
DUPLICATIVE
GRANTING/VESTING OF OPTIONS. Notwithstanding anything set forth
in this Section
2.3 of this Agreement, in the event that Opioid Product Options are
vested under
Section 2.3.2 as result of the sale transaction involving Non-Generic Opioid
Drug, (x) no Milestone
Options shall vest under clauses (iii)(a) or (iii)(b) of
Section 2.3.4 and (y) no Additional Milestone Options shall be granted
and/or
vest under clauses (v)(a) or (v)(b) of Section 2.3.5, in each case, as a result
of any Phase
III clinical trials relating to the same drug product. The
limitations set forth in this Section 2.3.7 shall not affect the
granting and/or
vesting of Milestone Options or Additional Milestone Options as a result of
any
Phase III clinical
trials relating to a
Non-Generic
Opioid Drug which is
the
subject of an exclusive license.
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2.3.8. PLEDGE OF
COMMON STOCK
UNDERLYING
THE
OPTIONS. Executive may
not, directly or
indirectly, sell,
assign, transfer,
offer, grant a
participation
in, mortgage, pledge, hypothecate, create a
security interest in or lien upon, encumber, donate, contribute,
place in trust,
enter into any voting
agreement with
respect to, the shares of Common
Stock
underlying the Initial
Options, Opioid
Product Options, Milestone Options,
Additional Milestone
Options or Additional
Options without the prior written
consent of the
Company. During the
Term, Executive
shall not, directly or
indirectly, enter into any short sales or "derivative" or "hedging"
transactions
or strategies, nor
maintain any "short"
positions, with
respect to the Common
Stock.
2.3.9. CONFLICT.
In the event of any
conflict
between the terms of
the Plan or this
Agreement, the terms
of this Agreement
shall govern.
2.3.10 PIGGY-BACK REGISTRATION RIGHTS.
(a) If at any time after the Initial Term, (x) the Company
shall propose to register shares of Common Stock under the
Securities
Act of 1933
(other than in a registration statement on Form S-3
relating to sales of securities to participants in a Company dividend
reinvestment plan,
or Form S-4 or S-8 or any successor form or in
connection with an
acquisition
or exchange offer or an offering of
securities solely to
the existing
shareholders
or employees of the
Company), and (y) any
Additional Milestone Options that may be granted
under Section
2.3.5 hereof shall have been granted to, and are
exercisable by, the Executive, the Company (i) will give prompt
written
notice to the Executive of its intention to effect such a
registration
and (ii) subject
to Section
2.3.10(b) below, will include in such
registration all
shares of Common Stock issued or issuable upon
exercise of such granted and vested Additional Milestone Options (the
"Registrable
Securities")
which are permitted under applicable
securities laws to be
included in the form of registration statement
selected by the
Company and with respect to which the Company has
received written
requests for inclusion
therein within 30 days
after
the receipt of the Company's notice (each, a "PIGGYBACK
REGISTRATION").
The Executive
will be permitted to withdraw all or any part of the
Registrable Securities
from a Piggyback Registration at any time prior
to the effective date of such Piggyback Registration.
(b) PRIORITY
ON PIGGYBACK REGISTRATIONS. If a Piggyback
Registration is to be
an underwritten offering, and the managing
underwriters advise
the Company in writing
that in their opinion
the
number of securities
requested to be included in such registration
exceeds the number which can be sold in such offering without
adversely
affecting the
marketability of the offering, the Company will include
in such registration:
(i) first, the
securities
the Company
proposes to
sell;
(ii) second,
securities held by
holders other than
Executive, directors, officers or employees of the Company;
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(iii) third, the Registrable Securities requested to
be included in such
registration
by the Executive and any
securities requested
to be included in such
registration by
any other Person other than Persons having a lower priority of
registration than the Executive, PRO RATA among Executive and
such other Persons,
on the basis of the
number of securities
requested to be included in such registration by each of such
Holders and such other Persons; and
(iv) thereafter,
other securities requested to be
included in such registration, as determined by the Company.
As a condition to the inclusion of his Registrable Securities in such
registration, the
Executive will execute an underwriting agreement in customary
form and in form and substance satisfactory to the managing
underwriters.
(c) RIGHT TO
TERMINATE REGISTRATION. If at any time after
giving written
notice of its intention to register any of its
securities as set forth in Section 2.3.10(a) and prior to the
effective
date of the
registration statement
filed in connection with such
registration, the
Company shall determine for any reason not to
register such
securities,
the Company may, at its election, give
written notice of such
determination to the Executive and thereupon be
relieved of its
obligation to register any Registrable Securities in
connection with such registration.
2.4. EXECUTIVE BENEFITS.
2.4.1. EXPENSES.
Company
shall
promptly
reimburse Executive
for expenses he
reasonably incurs in
connection with
the
performance of his duties (including business travel and
entertainment expenses)
hereunder, against
receipts or other appropriate written evidence of such
expenditures as required by the appropriate Internal Revenue
Service regulations
or by the Company; PROVIDED, that, all expenses in excess of
US$2,000 per month,
individually or in the
aggregate,
shall be approved by the Chief Executive
Officer as a condition to reimbursement thereof.
2.4.2.
COMPANY
PLANS. Executive shall be
entitled to participate in such employee benefit and welfare plans and
programs
as Company may from time to time generally offer or provide to
senior executive
officers of
Company or the Subsidiaries, including participation in life
insurance, health and
accident, medical
plans and programs, and profit sharing
and retirement
plans. Nothing in the foregoing shall limit or restrict
the
Company's discretion
to amend, revise or
terminate any benefit or plan without
notice to or consent of the Executive.
2.4.3. VACATION.
Executive shall be entitled to
five (5) weeks of paid
vacation per Fiscal Year, pro rated for periods of less
than a full
Fiscal Year; PROVIDED, that the timing and duration of any
particular vacation
shall not interfere with the business of the Company or the
effective performance of Executive's duties hereunder, as reasonably determined
in good faith by the Chief Executive Officer.
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2.4.4. AUTOMOBILE
ALLOWANCE.
During the Term,
the Company shall pay the Executive a monthly automobile allowance
in the amount
of Seven Hundred Dollars ($700).
2.4.5. LIFE INSURANCE.
The Company will
obtain
and maintain during the Term a term life insurance policy in the amount of Five
Hundred Thousand Dollars ($500,000) on the life of the
Executive payable to the
estate of the Executive in the event of the Executive's death
during the Term.
3. EMPLOYMENT TERM; TERMINATION.
3.1. EMPLOYMENT
TERM.
Executive's
employment
hereunder shall
commenced on November 13, 2006 (the "COMMENCEMENT DATE") and,
subject to Section 1.2
hereof and except as
otherwise provided in
Section 3.2
hereof, shall continue
for three (3) years following the Commencement Date (the
"INITIAL TERM"). Thereafter, this Agreement shall automatically be
renewed (upon
the compensation
terms provided herein
other than option grants which shall be
negotiated with the
Executive at such time) for successive one (1) year terms
commencing at the end of the Initial Term (the Initial Term, together with any
prior or subsequent
employment or
consulting term(s),
being also referred
to
herein as the "TERM"),
unless Executive or Company shall have provided a Notice
of Termination
(as defined in Section
3.4.2 hereof) electing
not to renew the
Term to the other
party at least sixty (60) days prior to such scheduled
expiration. Upon the
expiration
or non-renewal of the Term pursuant to this
Section 3.1 or its termination pursuant to Sections 3.2.1 through
3.2.5 hereof,
inclusive, Executive
shall be released from all duties hereunder (except as set
forth in Sections 4 and 5 hereof) and the obligations of Company to Executive
shall be as set forth in Section 3.3 hereof only.
3.2. EVENTS
OF TERMINATION. The Executive's
employment shall
terminate upon the occurrence of any one or more of the
following
