EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st
day of January, 2005, between IMMUCELL CORPORATION, a Delaware
corporation (the “Company”), and Joseph H. Crabb, of
Falmouth, Maine (“Crabb”).
WITNESSETH
:
In consideration of the mutual
promises hereinafter contained, the parties hereto agree as
follows:
1. EMPLOYMENT AND TERM. Recognizing
that Crabb desires to reduce his time commitment to his
responsibilities on behalf of the Company, the Company hereby
agrees to employ Crabb and Crabb hereby agrees to accept half-time
employment by the Company, subject to the provisions of this
Agreement, for a term of one (1) year commencing on January 1,
2005, and ending on December 31, 2005. Except as provided in
Section 6(e) below, this Agreement replaces and supersedes
Crabb’s prior Employment Agreement with the Company, which
Agreement became effective April 29, 1999.
2. DUTIES OF CRABB. Crabb shall
continue to be employed by the Company as its Vice President and
Chief Scientific Officer, performing such duties consistent with
such position as its Board of Directors shall assign to Crabb from
time to time. As an exempt employee, Crabb shall work those hours
that are reasonably necessary to complete his assigned duties on
behalf of the Company, with the understanding that it is expected
that his time commitment to his position responsibilities shall be
half-time. Even though working a half-time schedule, Crabb shall
serve the Company faithfully and diligently, using his best efforts
to promote the interests of the Company. Crabb further agrees when
called upon to serve as a member of the Board of Directors of the
Company. Any service as a director shall be part of Crabb’s
expected time commitment to the Company and therefore performed
without expectation of any additional compensation.
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(a)
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Base
salary . As compensation
for his half-time services hereunder, the Company shall pay Crabb a
salary of $7,307.58 per month, the first payment being made in
conjunction with the Company’s January 15, 2005
payroll.
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(b)
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Employee Benefits
. Working a half-time schedule,
Crabb shall be eligible for non-legally mandated benefits provided
by the Company to its employees, such as life insurance and
disability insurance. Crabb shall be eligible to receive health
insurance benefits under the same conditions as other employees of
the Company subject to the terms and conditions of the
Company’s health insurance plan. During weeks in which a
holiday falls, Crabb’s commitment to his position
responsibilities shall be reduced by 4 hours (50% of the 8 hour
holiday) to average 16 hours per week. Crabb shall earn 50% of the
20 vacation days earned by a full-time employee with his
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number of years of service to the
Company, which amounts to 80 hours per year. Crabb shall earn three
sick days during the year (50% of the sick time earned by full-time
employees) and maintain his earned sick day bank in force for use
in the event of a catastrophic illness or disability. Given the
flexibility provided in Crabb’s work schedule, it is not
anticipated that sick time will be needed in a significant way to
achieve the half-time work commitment. Crabb will still be eligible
for a 401(k) Plan employer match in accordance with the terms of
that Plan as it may be amended from time to time.
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(c)
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Existing
Stock Options . This
Agreement is not intended to modify the terms of any of
Crabb’s outstanding stock option agreements with the
Company.
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(d)
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Cash
Bonus . Neither this
Agreement nor Crabb’s change of status to a half-time
employee, shall disqualify Crabb from consideration for incentive
compensation for the 2004 calendar year, payable on or about
February 15, 2005.
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4.
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TERMINATION OF
EMPLOYMENT.
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(a)
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Early
Termination . Except as
provided in subsections 4(b) and 4(c) below, this Agreement shall
terminate at the end of its term as provided in Section 1
above.
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(b)
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Termination
by Company without Just Cause . The Company may terminate this Agreement and
Crabb’s employment before the end of the one (1) year term by
providing Crabb written notice of such termination, provided
however, Crabb shall still be entitled to receive as severance pay
an amount equal to the salary that otherwise would have been paid
during the remainder of the one (1) year term of this Agreement.
Any severance due shall be paid within thirty (30) days after the
effective date of the early termination.
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(c)
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Termination
for Just Cause . A
majority of the Board of Directors of the Company may at any time
terminate this Agreement and the employment of Crabb for just cause
(as hereinafter defined) upon seven (7) days’ written notice
to Crabb. Upon the expiration of such seven (7) day period,
Crabb’s employment with the Company shall cease, and from and
after such date the Company shall have no further liability or
obligation to make any payments or provide any benefits which would
otherwise be paid to Crabb hereunder, except as such have accrued
on or before such date.
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As used in this subsection (c),
“just cause” shall be deemed to include only the
following:
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(i)
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Crabb’s
conviction of a felony involving moral turpitude or dishonesty;
or
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(ii)
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Crabb’s
persistent failure to comply with the reasonable directives or
assignments of the Company’s Board of Directors, provided
that such directives or assignments are consistent with
Crabb’s status and position as set forth in Section 2 of this
Agreement; or
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(iii)
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Crabb’s
persistent failure to devote his best efforts to the business and
affairs of the Company in the manner contemplated by Section 2 of
this
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