Back to top

EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: OMRIX BIOPHARMACEUTICALS, INC. | Robert Taub, You are currently viewing:
This Employment Agreement involves

OMRIX BIOPHARMACEUTICALS, INC. | Robert Taub,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 3/24/2006
Industry: Biotechnology and Drugs     Sector: Healthcare

EMPLOYMENT AGREEMENT, Parties: omrix biopharmaceuticals  inc. , robert taub
50 of the Top 250 law firms use our Products every day

<PAGE>
                                                                Exhibit 10.23

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement") is made, entered into and effective
as of the 20th day of March, 2006 between Omrix Biopharmaceuticals, Inc., a
Delaware corporation having registered offices in Wilmington, Delaware (the
"Company"), and Robert Taub, residing in Brussels, Belgium and New York, New
York (the "Executive").

     WHEREAS, the Executive and the Company are parties to an Employment
Agreement dated as of December 31, 1998, as amended, (the "Former Employment
Agreement"), pursuant to which, inter alia, the Executive is employed by the
Company as its Chief Executive Officer ("CEO"); and

     WHEREAS, the parties have mutually agreed that it would inure to their
respective benefit for the Executive to remain as President and CEO of the
Company under a new employment agreement and that all prior agreements regarding
the Executive's employment with the Company including without limitation, the
Former Employment Agreement, shall be superseded and hereby terminated;

     NOW, THEREFORE, in consideration of the covenants and promises contained
herein, and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Company and the Executive agree as
follows:

     1. Employment Period.

     a. The Company offers to employ the Executive, and the Executive agrees to
be employed by the Company, in accordance with the terms and subject to the
conditions of this Agreement during the Term, as defined below, unless
terminated prior thereto in accordance with the provisions of paragraph 7 herein
below, in which case the provisions of paragraph 7 herein below shall govern the
parties' rights and obligations upon termination. The Initial Term of this
Agreement and the Executive's employment hereunder shall commence upon the
completion of a public offering of the Company's securities (the "Commencement
Date") and terminate on the third anniversary of the date of the Commencement
Date (the "Scheduled Separation Date"), provided, however, that commencing on
the Scheduled Separation Date and each anniversary thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than six months prior to such anniversary, the Company or the Executive
shall have given written notice to the other party that the Term shall not be
extended (the Initial Term and the period of any extended term hereunder shall
hereinafter be referred to as the "Term").

     2. Position and Duties.

     a. During the Term of the Executive's employment hereunder, the Executive
will serve in the position, and assume and perform, to the satisfaction of the
Company's Board of Directors, the duties and responsibilities consistent with
the position of President and Chief Executive Officer, as well as such further
and other duties and responsibilities required from time to time by the
Company's Board of Directors. In the performance of his duties and
responsibilities, the Executive shall follow such rules and procedures as may be
required by the Company's Board of Directors, including, without limitation,
compliance with all internal rules and procedures promulgated or established by
the Company's Board of Directors.

<PAGE>

     b. During the Term of the Executive's employment hereunder, the Executive
agrees diligently and conscientiously to devote all of his business time, skill,
energy and best business efforts to performing his duties and responsibilities
hereunder, subject to the provisions of this Agreement; provided, however, that
it shall not be considered a violation of the foregoing for the Executive to
manage his or her personal investments or to serve on corporate or industry
boards or committees listed on Exhibit A hereto. The Company acknowledges that
the Executive's engaging in such activities is permitted by, and does not
conflict with or violate this Agreement (including, without limitation, the
Executive's obligations set forth in paragraphs 2(b), 3, 8 and 9), provided
however, that the Executive's engagement in such activities specified in Exhibit
A does not unreasonably interfere with his ability to perform his duties and
responsibilities under this Agreement or cause material competitive harm to the
Company and/or its affiliates. To the extent that in the future the Executive
desires to serve on a corporate or industry board or committee not listed on
Exhibit A, the Company's Board of Directors will consider the Executive's
request, which shall include an indication of whether such new activity is a
replacement for or an addition to an activity on Schedule A. The Company's Board
of Directors will promptly consider and not unreasonably withhold its approval
of such a request by the Executive.

     c. The Executive represents and warrants that he has the full right and
authority to enter into this Agreement and to render the services as required
under this Agreement, and that by executing this Agreement he is not breaching
any contract or legal obligation he owes to any third party. The Executive
agrees that, in the event that he commits a breach of this paragraph 2(c), he
will indemnify and hold harmless the Company and its officers, directors,
shareholders, parents, affiliates, subsidiaries, successors, predecessors,
licensees, assigns and agents, to the farthest extent of the law, from and
against any and all claims, losses, damages (including, without limitation,
compensatory, statutory, incidental and punitive damages) and expenses
(including, without limitation, reasonable attorney's fees and disbursements)
arising out of or related to such breach.

     d. The Executive represents and warrants that no obligation exists between
the Executive and any other entity which would prevent or impede the Executive's
immediate and full performance of his obligations under this Agreement in all
material respects.

     3. No Conflicts. The Executive covenants and agrees that for so long as he
is employed by the Company, the Executive shall inform the Company of each and
every business opportunity related to the business of the Company of which the
Executive becomes aware, and that the Executive will not, directly or
indirectly, exploit any such opportunity for the Executive's own account, nor
will the Executive render any services to any other person or business, acquire
any interest of any type in any other business or engage in any activities that
conflict with the Company's best interests or which is in competition with the
Company.

     4. Hours of Work. The Executive's normal days and hours of work shall
coincide with the Company's regular business hours. The nature of the
Executive's employment with the Company requires flexibility in the days and
hours that the Executive must work, and may necessitate that the Executive work
on other or additional days and hours.

     5. Location. The focus of the Executive's employment with Company shall be
wherever appropriate, including: New York, New York (or other such location in
the U.S. as determined by the Executive); the Company's facilities at Chaussee
de Waterloo, 200 1640 Rhode-St. Genese, Belgium; and the Company's facilities in
Israel.

<PAGE>

     6. Compensation.

     a. Base Salary. During the Term of the Executive's employment hereunder,
the Company shall pay or cause to be paid to the Executive, and the Executive
agrees to accept, in consideration for the Executive's services, monthly pro
rata payments, as earned and consistent with the Company's then-existing payroll
practices, of the annualized base salary of $400,000.00. All items of
compensation payable to Executive pursuant to this paragraph 6 shall be paid
directly to Executive or to an entity under his control, as Executive may
direct, in either case less all applicable taxes and other appropriate
deductions. The Executive shall receive an annual performance review, but the
decision to modify the Executive's base salary, and the amount of any such
modification, shall be at the sole discretion of the Company's Board of
Directors.

     b. Stock And Equity Incentive Plans.

          1. During the Term of the Executive's employment hereunder, the
Executive shall be eligible to participate in the Company's 2004 Equity
Incentive Plan or its successor plan (the "Plan") in accordance with the terms
and conditions of the Plan and of any agreements between the parties or grant
documents relating thereto. Except as set forth in paragraph 6(b)(2) herein
below, the decision to grant any award to the Executive pursuant to the Plan,
and the amount of any such award, shall be within the sole discretion of the
Company's Board of Directors.

          2. (a) In addition, subject to paragraphs 6(b)(2)(b) and 7 herein
below, the Company shall cause the Executive to be granted an aggregate of
100,000 shares of stock of the Company pursuant to the Plan (the "Granted
Shares"), the vesting schedule of which shall be as follows: 75,000 shares shall
become vested on the date of this Agreement and 25,000 shares shall vest on the
earlier of an IPO or the first anniversary of the date of this Agreement (the
"First Anniversary") or the occurrence of a "Change of Control."

          (b) The Executive's rights in respect of vesting of the Granted Shares
described in paragraph 6(b)(2)(a) are conditional upon the following: (i) the
Executive has not voluntarily resigned from his employment with the Company and
as a member of the Company's Board of Directors prior to the First Anniversary;
and (ii) the Executive has not been removed and/or been terminated for "Cause"
from his employment with the Company and from the Company's Board of Directors
prior to the First Anniversary. In either case, any of such Granted Shares that
have not previously vested shall not vest by operation of this paragraph, and
the Company shall have the right thereafter to repurchase any Granted Shares
that have not yet vested as of the date of such termination for a purchase price
of $0.01 per share by delivering such notice and such purchase price to the
Executive within thirty (30) days of such termination or removal.

          (c) All options to purchase Common Stock of the Company that were
previously granted to the Executive pursuant to the equity compensation plans
maintained by the Company, including without limitation the Company's 1998 Stock
Incentive Plan, shall remain subject to the terms and conditions of such option
grant(s) and the plan under which such options were granted.

          (d) For purposes of this Agreement, "Change of Control" shall mean the
first to occur of any of the following:

<PAGE>

                    1. any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than (A) the Company, (B) any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, and
(C) any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Stock), is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 30% or
more of the combined voting power of the Company's then outstanding voting
securities (excluding any person who becomes such a beneficial owner in
connection with a transaction immediately following which the individuals who
comprise the Board immediately prior thereto constitute at least a majority of
the Board, the entity surviving such transaction or, if the Company or the
entity surviving the transaction is then a subsidiary, the ultimate parent
thereof);

                    2. the following individuals cease for any reason to
constitute a majority of the number of directors then serving: individuals who,
on the Effective Date, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company's
stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the Effective
Date or whose appointment, election or nomination for election was previously so
approved or recommended;

                    3. there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, other than a merger or consolidation immediately following which
the individuals who comprise the Board immediately prior thereto constitute at
least a majority of the Board, the entity surviving such merger or consolidation
or, if the Company or the entity surviving such merger is then a subsidiary, the
ultimate parent thereof; or

                    4. the stockholders of the Company approve a plan of
complete liquidation of the Company or there is consummated an agreement for the
sale or disposition by the Company of all or substantially all of the Company's
assets (or any transaction having a similar effect), other than a sale or
disposition by the Company of all or substantially all of the Company's assets
to an entity, immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the board of
directors of the entity to which such assets are sold or disposed of or, if such
entity is a subsidiary, the ultimate parent thereof.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred by virtue of (x) an offering of securities of the Company that is
registered with the Securities and Exchange Commission or (y) the consummation
of any transaction or series of integrated transactions immediately following
which the holders of the Stock immediately prior to such transaction or series
of transactions continue to have substantially the same proportionate ownership
in an entity which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.

          (e) For purposes of this Agreement, "Cause" shall mean: (i) the
failure by the Executive to render services to the Company in accordance with
his assigned duties and responsibilities under this Agreement (other than any
such failure resulting from the

<PAGE>

Executive's Disability), which failure continues for a period of more than
thirty (30) days after written notice thereof has been provided to the Executive
by the Company's Board of Directors; (ii) willful misconduct or gross negligence
of the Executive in the performance of his duties and responsibilities for the
Company or any of its subsidiaries or affiliates under this Agreement; (iii) the
Executive's conviction of, or plea of guilty or nolo contendre to, a felony,
whether or not committed in the course of performing his duties for the Company
or any of its subsidiaries or affiliates; (iv) the Executive's disloyalty,
deliberate dishonesty, breach of fiduciary duty or material breach of the terms
of this Agreement; (v) the commission by the Executive of embezzlement, theft or
any other fraudulent act or omission; (vi) the commission by the Executive of
any act or omission in deliberate disregard of the rules or policies of the
Company that results in material loss, damage or injury to the Company or any of
its subsidiaries or affiliates or materially adversely affects the business
activities, reputation, goodwill or image of the Company or any of its
subsidiaries or affiliates; (vii) the unauthorized disclosure by the Executive
of any "Confidential Information," as that term is defined in paragraph 8 herein
below, that results in material loss, damage or injury to the Company or any of
its subsidiaries or materially adversely affects the business activities,
reputation, goodwill or image of the Company or any of its subsidiaries or
affiliates; (viii) the commission by the Executive of any act that constitutes
unfair competition with the Company or any of its subsidiaries or affiliates;
(ix) the material breach by the Executive of any agreement to which he and the
Company or any of its subsidiaries or affiliates are parties that results in
material loss, damage or injury to the Company or any of its subsidiaries or
affiliates, or materially adversely affects the business activities, reputation,
goodwill or image of the Company or any of its subsidiaries or affiliates.

     c. Group Health Insurance. During the Term of the Executive's employment
hereunder, the Company shall continue to pay or reimburse Executive for premium
payments and other costs actually paid or incurred by the Executive to maintain
Executive's health and medical insurance policy for himself and his family with
Signal Versicherungen (or with such other health care provider as the Executive
shall choose), and will pay or reimburse Executive for any additional or
incremental costs for health and medical insurance coverage required in
connection with Executive's performance of services hereunder in the United
States provided however, that the Executive shall cooperate with the Company in
obtaining such policy and other coverage on the most cost-efficient terms.

     d. Vacation. During the Term of the Executive's employment hereunder, the
Executive shall be entitled to twenty-five (25) vacation days per fiscal year,
which amount shall be pro-rated for any partial fiscal year during which the
Executive is employed by the Company. The Executive shall be entitled to carry
over 10 (ten) unused vacation days earned in any fiscal year through the first
half of the next fiscal year, following which period any such unused vacation
days shall be forfeited.

     e. Holidays. During the Term of the Executive's employment hereunder, the
Executive shall be entitled to all legal holidays observed by the Company in its
offices in Belgium or the United States, according to where the Executive is
working on such a day, in addition to his vacation days described in paragraph
6(d) herein above.

     f. Retirement Plan. During the Term of the Executive's employment
hereunder, the Executive shall be eligible to participate in the Company's
retirement plan, in accordance with the terms and conditions of such plan, if
and when the Company adopts such a plan and as such plan may be in effect from
time to time.
<PAGE>

     g. Life Insurance. During the Term of the Executive's employment hereunder,
the Company shall reimburse the Executive for the premiums actually paid by him
to procure and maintain a term life insurance policy for the benefit of the
beneficiary designated by the Executive (or to maintain an existing term life
insurance policy) having a death benefit equal to two times the Executive's base
salary (as in effect from time to time). In the event that the Executive
currently maintains a term life insurance policy having a death benefit greater
than two times his base salary, in lieu of the Executive procuring a new term
life insurance policy that has a death benefit not greater than two times his
base salary, the Company shall pay a pro-rata share of the premium for such
policy calculated by multiplying the premium payment by a fraction, the
numerator of which is equal to two times the Executive's base salary and the
denominator of which is the death benefit of such policy, provided however, that
the Executive shall cooperate with the Company in obtaining such policy on the
most cost-efficient terms.

     h. Annual Bonus. During the Term of the Executive's employment hereunder,
the Executive shall be eligible to participate in the Company's management bonus
plan, as shall be set forth from time to time, and in accordance with the terms
and provisions thereof ("Annual Bonus"). In the event that the Executive becomes
entitled to an Annual Bonus in accordance with the terms and conditions of such
a plan, the Executive's annual bonus shall be no less than 25 percent of his
then-current base salary.

     i. Automobile. During the Term of the Executive's employment hereunder, the
Company shall continue to provide an Audi A6 automobile to the Executive
pursuant to the lease arrangements in effect on the date of this Agreement for
use by the Executive in connection with his performance of services in Brussels,
Belgium. The Company shall pay all reasonable expenses incurred by the Executive
for the operation, maintenance and repair of such automobile. If this Agreement
is still in effect at such time as the acquisition of a new automobile is
appropriate, as determined by the Company in its sole discretion, the Company
shall provide the Executive with a new automobile comparable to the present Audi
A6. The Company shall not be required to provide Executive with an automobile in
connection with his performance of services in the U.S.

     j. Relocation Expenses. The cost of relocating the executive and his wife
to the U.S. and the cost of the return back to Belgium will be paid by Omrix.
Such costs will include real estate fees, household moving expenses, if any, and
costs customarily involved in personnel relocations.

     During the Term of the Executive's employment hereunder, if Executive
relocates to the U.S. (initially, New York City), (i) the Company shall either
lease a suitable fully furnished, fully serviced, two-bedroom apartment in
Manhattan, New York City (the "Apartment"), for the Executive to reside in or
reimburse the Executive for lease payments actually incurred by the Executive in
respect of renting such an apartment; (ii) pay or reimburse the Executive for
all relocation expenses paid or incurred by him in connection with his move to
such premises; (iii) in the event Executive leases the Apartment, pay or
reimburse Executive for all expenses paid or incurred by him in connection with
the leasing and occupancy of such apartment, including broker's or agent's
commissions, furniture and furnishings, advance of any required security deposit
(which security deposit, upon reimbursement to the Executive shall be remitted
by the Executive back to the Company); and (iv) in addition to air fare and
travel expenses incurred by the Executive related to performing his duties and
responsibilities hereunder, the Company shall pay or reimburse the Executive and
his wife for the business class air fare for up to 4 round trips between
Brussels,

<PAGE>

Belgium and New York, New York in each year of the term of this Agreement. To
obtain reimbursement of any expenses, the Executive shall be required to submit
receipts or other appropriate documentation to the Company evidencing the
Executive's actual expenditures.

     During the temporary assignment in Manhattan, the Executive may incur
living costs that exceed what the Executive customarily has been paying in
Belgium for such costs. In order to compensate for this difference, Omrix will
reimburse the Executive up to $5,000 for every month spent in New York, New
York.

     If the reimbursement of any of the above-described expenses is required to
be included in the Executive's U.S. taxable income, Omrix will make a gross-up
payment to the Executive to equalize any resulting taxes.

     As a general statement, it is not intended that the Executive's move to the
U.S. should generate any incremental income taxes to him. However, in the event
that the move does generate incremental income taxes, the Company will make such
payments necessary to equalize the income tax situation to what existed prior to
his moving to the U.S. The Company will bear the cost of a third party tax
auditor who will determine the extent of any incremental taxes due to the
employee.

     In the event that the relocation of the Company's U.S. offices is
determined to be in a place other than New York, New York, the same provisions
of section j immediately above will apply.

     7. Termination.

     a. Death.

          1. In the event that, during the Initial Term, the Executive dies,
this Agreement and the Executive's employment with the Company shall
automatically terminate on the date of the Executive's death, and the Company
shall have no further obligations or liability to the Executive or his heirs,
administrators or executors with respect to compensation and benefits
thereafter, except for the obligation to pay the Executive's heirs,
administrators or executors (a) any earned but unpaid base salary and any unused
and unforfeited accrued vacation through the date of death; (b) an amount equal
to the Executive's base salary payable in accordance with the procedures set
forth in paragraph 6(a) herein above through the Scheduled Separation Date or
for a period of one year from the date of the Executive's date of death,
whichever is longer; and (c) an amount to cover the cost of relocation of the
Executive's family back to Belgium.

          2. In the event that the Initial Term is extended or renewed by
operation of paragraph 1.a. for a period of at least one year subsequent to the
Scheduled Separation Date and the Executive shall die during the extended Term,
this Agreement and the Executive's employment with the Company shall
automatically terminate on the date of the Executive's death, and the Company
shall have no further obligations or liability to the Executive or his heirs,
administrators or executors with respect to compensation and benefits
thereafter, except for the obligation to pay the Executive's heirs,
administrators or executors (a) any earned but unpaid base salary and any unused
and unforfeited accrued vacation through the date of death; (b) an amount equal
to a pro rata portion of any Annual Bonus awarded to the Executive in respect of
the bonus year in which his death occurred; (c) an amount equal to the
Executive's base salary payable in accordance with the procedures set

<PAGE>

forth in paragraph 6(a) herein above for the one-year period of one year from
the date of death; (d) an amount equal to the most recent full or pro rata, as
applicable, Annual Bonus paid to the Executive prior to his death; and (e) an
amount to cover the cost of relocation of the Executive's family back to
Belgium.

     b. Disability.

          1. In the event that, during the Term of this Agreement, including any
extension or renewal period thereof, the Executive shall be prevented from
performing his duties and responsibilities hereunder to the full extent required
by the Company by reason of illness, injury or incapacity, with or without
reasonable accommodation that does not impose undue hardship on the Company, for
a period of not less than ninety (90) consecutive days ("Disability"), then the
Company, in its sole discretion, may terminate this Agreement and the
Executive's employment with the Company with immediate effect by providing
written notice to the Executive.

          2. In the event that the Company terminates this Agreement and the
Executive's employment with the Company during the Initial Term of the
Executive's employment hereunder, because of a Disability, the Company shall
thereafter have no further obligations or liability to the Executive with
respect to compensation and benefits thereafter, except for the obligation to
pay to the Executive (a) any earned but unpaid base salary any unused and
unforfeited accrued vacation through the date of termination; (b) an amount
equal to the Executive's base salary payable in accordance with the procedures
set forth in paragraph 6(a) herein above through the Scheduled Separation Date
or for a period of one year from the date of termination, whichever is longer;
and (c) an amount to cover the cost of relocation of the Executive's family back
to Belgium.

          3. In the event that the Initial Term is extended or renewed by
operation of paragraph 1.a. for a period of at least one year subsequent to the
Scheduled Separation Date and the Company terminates this Agreement and the
Executive's employment with the Company because of a Disability during the
extended Term, the Company shall have no further obligations or liability to the
Executive with respect to compensation and benefits, except for the obligation
to pay to the Executive (a) any earned but unpaid base salary and any unused and
unforfeited accrued vacation through the date of termination; (b) a pro rata
portion of any Annual Bonus awarded to the Executive in respect of the bonus
year in which his termination occurred; (c) the Executive's base salary payable
in accordance with the procedures set forth in paragraph 6(a) herein above for a
period of one year from the date of termination; and (d) an amount equal to the
most recent full or pro rata, as applicable, Annual Bonus paid to the Executive
prior to his termination; and (e) an amount to cover the cost of relocation of
the Executive's family back to Belgium.

      c. By The Company For "Cause"


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more