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Exhibit 10.26
EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT (the "Agreement") dated as of March 18, 2006 by and
between Omrix Biopharmaceuticals, Inc., a Delaware corporation (the
"Company")
and Harold Safferstein (the "Executive").
In
consideration of the mutual covenants contained herein and other
good
and valuable consideration, the receipt and sufficiency of which
are hereby
acknowledged, the parties hereto agree as follows:
1. Term of Employment; Executive Representation.
a. Employment Term. Subject to the provisions of Section 6 of this
Agreement,
Executive shall be employed by the Company for a period commencing
on March 6,
2006 (the "Effective Date") and ending on the third anniversary of
the Effective
Date (the "Employment Term") on the terms and subject to the
conditions set
forth in the Agreement. Unless earlier terminated in accordance
with the terms
hereof, upon the third anniversary of the Effective Date the
Employment Term
will be automatically extended for successive one year terms,
unless the Company
or the Executive gives the other party 90 days' prior written
notice of an
intention not to renew the agreement.
b. Executive Representation. Executive hereby represents to the
Company that the
execution and delivery of this Agreement by Executive and the
Company and the
performance by Executive of the Executive's duties hereunder shall
not
constitute a breach of, or otherwise contravene, the terms of any
employment
agreement or other agreement or policy to which Executive is a
party or
otherwise bound.
2. Position; Place of Performance.
a. During the Employment Term, Executive shall serve as Vice
President, Business
Development. In such position, Executive shall have such duties and
authority as
shall be determined from time to time by the Chief Executive
Officer of the
Company ("CEO"). The Executive shall report to the CEO.
b. During the Employment Term, Executive shall devote Executive's
full business
time and best efforts to the performance of Executive's duties
hereunder and
will not engage in any other business, profession or occupation
(including in an
advisory capacity, consulting capacity, or otherwise) for
compensation or
otherwise which would conflict with the rendition of such services
either
directly or indirectly, without the prior written consent of the
CEO; provided
that Executive shall be permitted to participate in such charitable
and
community-related activities as Executive may choose; provided
further that such
services do not interfere or conflict with his duties
hereunder.
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c. During the Employment Term, Executive shall be located in the
Company's
offices in New York, New York, except for required travel on the
Company's
business.
3. Compensation.
a. During the Employment Term, the Company shall pay Executive a
base salary
(the "Base Salary") at the annual rate of $210,000 (less applicable
withholding
taxes), payable in regular installments in accordance with the
Company's usual
payment practices. Executive shall be entitled to such increases in
Executive's
Base Salary, if any, as may be determined from time to time in the
sole
discretion of the CEO.
b. With respect to each year during the Employment Term, provided
the Executive
is employed and in good standing at the time bonuses are
distributed, Executive
shall be eligible to receive an annual bonus award (an "Annual
Bonus")
calculated based on Company and individual performance measures
established by
the Board each year. For 2006, the Executive's target bonus award
shall be 40%
of his Base Salary, and the Executive may receive between 0% and
his target
percentage (pro-rated to reflect the partial year of employment),
based on the
level of achievement of such performance measures.
c. 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 "Equity Incentive Plan") in accordance with the
terms and
conditions of the Equity Incentive Plan. Except as set forth in
paragraph 3(d)
below, the decision to grant any award to the Executive pursuant to
the Equity
Incentive Plan, and the amount of any such award, shall be within
the sole
discretion of the Company's Board of Directors.
d. The Company shall cause the Executive to be granted stock
options to purchase
100,000 shares of Company common stock pursuant to the Equity
Incentive Plan
(the "Stock Options") as soon as practicable following the
Effective Date. The
exercise price of the Stock Options shall be the fair market value
of the Stock
Options on the date of grant, and the Stock Options shall vest over
four years,
with 25,000 Stock Options vesting each year based on continued
employment
[(subject to acceleration upon a Change in Control, as set forth in
paragraph
6(c)(iii) herein below) . The complete terms and condition of the
Stock Options
shall be set forth in a separate stock option agreement between the
Executive
and the Company.
4. Business and Commuting Expenses. During the Employment Term,
reasonable,
documented business travel expenses incurred by Executive in the
performance of
Executive's duties hereunder shall be reimbursed by the Company in
accordance
with Company policies. In addition, the Company agrees to pay
directly, or to
reimburse the Executive, for the Executive's actual, documented
costs of
commuting (including a monthly commuter pass and parking fees) on
the Metro
North Railroad, up to a maximum of $3,400 a year. The Executive
shall be solely
responsible for any income tax liability resulting from these
Company payments
or reimbursements.
5. Benefits; Vacation. The Company does not currently maintain any
employee
benefits plans, and has agreed to pay directly, or reimburse the
Executive, for
the Executive's actual, documented costs in connection with: (i)
establishing
and maintaining a 401(k) plan or other
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comparable deferred tax savings plan for the benefit of the
Executive, up to a
maximum of $1,000 a year; and (ii) continuing existing, in force
disability
coverage for the Executive (i.e., insurance premiums) during the
Employment
Term, up to a maximum of $6,000 a year. The Executive shall be
solely
responsible for any income tax liability resulting from these
Company payments
or reimbursements. During the Employment Term, the Executive shall
be entitled
to fifteen (15) vacation days per calendar year, which amount shall
be pro-rated
for any partial calendar year during which the Executive is
employed by the
Company. Executive shall accrue such vacation days in accordance
with the
policies of the Company as in effect from time to time. Executive
shall also be
entitled to all US official Federal Holidays.
6. Termination. The Employment Term and Executive's employment
hereunder may be
terminated by either party at any time and for any reason; provided
that
Executive will be required to give the Company at least 30 days
advance written
notice of any resignation of Executive's employment.
Notwithstanding any other
provision of this Agreement, the provisions of this Section 6 shall
exclusively
govern Executive's rights upon termination of employment with the
Company and
its affiliates.
a. By the Company For Cause; By Executive for any Reason;
Expiration of the
Employment Term.
(i) The
Employment Term and Executive's employment hereunder may be
terminated
by the Company for Cause (as defined below) or by the Executive
for any
reason, subject to the notice period required by this Section
6.
(ii) 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 Executive's Disability); (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 violation 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
the Undertaking (defined below); (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,
provided
that, if such breach is capable of being remedied,
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Executive has
failed to remedy such breach within ten days after Executive
has
received notice requesting that Executive remedy such breach.
(iii) If
Executive's employment is terminated by the Company for Cause,
or
if
Executive terminates his employment hereunder for any reason,
Executive
shall be
entitled to receive the following amounts (collectively, the
"Accrued
Obligations"):
(A) the Base Salary through the d
