December 5, 2005
Exhibit 10.23
Stan Cipkowski
76 MacLean Lane
Ghent, NY 12075
Dear Stan,
It is our pleasure to formally continue your position of Chief
Executive Officer
for American
Bio Medica Corporation ("ABMC" or the "Company"), reporting
directly to the ABMC Board of Directors. This agreement supersedes all other
agreements whether
written or verbal and may not be amended except by a writing
signed by you and the
Chairman of the Board of Directors, and approved by the
Board of Directors.
Your position will be primarily located at our New York
corporate facility
although overnight travel may be required from time to time.
You will perform all
duties as are
generally associated
with the position
of
Chief Executive
Officer as directed by
the Board of Directors. Below, we have
outlined the major terms and conditions applicable to your
position.
Term
Your employment
with ABMC will be for a term of one year unless sooner
terminated for cause,
beginning on the date
set forth above and
automatically
renewed for successive one-year terms unless either side gives
written notice of
intent not to renew at least 60 days prior to the end of any
one-year term.
If
AMBC terminates your
employment for cause,
this agreement shall
be terminated
and you will be entitled to no severance and no further
compensation or benefits
from ABMC, other than
payment of salary and
benefits up to and
including the
date of termination.
Compensation
Effective with the signing of this Employment letter, your base salary will be
$15,000 per month,
which is equivalent
to $180,000
on an annualized basis.
Effective January 1,
2006 your base salary will increase to $16,500, which is
equivalent to $198,000
on an annualized
basis. You will be eligible for your
first performance review by the Board of Directors in January
2007.
If you so desire, the
cost of your health insurance (including family coverage
if you so require)
shall be borne 100% by
the Company.
Please notify Human
Resources if you wish to receive this benefit.
You shall receive a car allowance of $700.00 per month and
reimbursement for any
approved company related expenses.
You shall participate
in the Management
Bonus Program as approved by the Board
of Directors on
January 19, 2005,
and as amended by the
Board of Directors on
November 9, 2005.
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Benefits
o 20
vacation days
o
Usual corporate holidays
o 2
personal days
o
401 (k)
Severance
In the unlikely event that ABMC elects to terminate your employment
for anything
other than cause, you will receive severance pay equal to twelve (12)
months of
your current base salary at the time of separation, with continuation of all
medical benefits during the twelve-month period at ABMC's expense.
Cause shall
be defined as (1)
death, (2)
commission
of a felony (3) acts
of dishonesty,
fraud or malfeasance
in connection with
your service on behalf of the Company,
(4) gross dereliction
of duty willful failure to carry out any lawful directive
of the Chief Executive Officer or the Board of Directors, or
material violations
of Company policies
which continue after Company has provided
Employee with
written notice
thereof and a period
of thirty (30) days to cure such action or
misconduct or (5)
disability of a period of more than 6 months). The severance
payment will be made under the current pay cycle, each pay period,
during the 12
months, subject to all customary withholdings.
Additionally, you may
resign your position and elect to exercise this severance
provision at your option under the following circumstances:
o If
you are required to
relocate by the Company or its Board of Directors
more than
50 miles from the
Company's New York
corporate facility as a
condition
of continued employment
o A
substantial
change in responsibilities normally assumed by a Chief
Executive
Officer at the direction of the Board of Directors (i.e.
demotion)
You are asked to commit or conceal the commitment of any
illegal
act by any
officer or member of the board of
directors of the Company
Change in
Control
If there is a Change in Control (defined below) of ABMC, you may
elect to resign
your position and to
receive a lump sum
severance payment
equal to two times
your annual base salary ("CIC Payment"). If you elect to resign,
ABMC will pay
you the CIC Payment
within thirty days after you make your
election, which
election must be in writing and received by ABMC's Board of
Directors within ten
days after a Change in Control. In the event you continue
employment with
ABMC
or any successor
to ABMC following a Change in Control or fail to make an
election within ten days after a Change in Control, you will not be entitled to
receive the CIC Payment.
Change in Control is defined as follows:
(i) the approval by shareholders of ABMC of a merger or
consolidation of ABMC
with any other corporation, other than a merger or
consolidation which
would result in the voting securities of ABMC outstanding
immediately
prior thereto
continuing
to represent (either by remaining
outstanding or by
being converted
into voting securities of the surviving
entity) more than fifty percent (50%) of the total voting power
represented
by
the voting securities of ABMC or such surviving entity outstanding immediately
after such merger or consolidation; or
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<PAGE>
(ii) the approval by the shareholders of ABMC of a plan of
complete
liquidation of ABMC or
an agreement for the sale or disposition by ABMC of all
or substantially all of ABMC's assets.
Restrictive Covenants
Company
Handbook/Compliance Certification
You are aware that it is your responsibility to read the ABMC
Employee Handbook
thoroughly and
comply with
