|
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.
| |
(a) |
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. |
| |
(b) |
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
|
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.
| |
(c) |
Existing Stock Options . This Agreement is not intended
to modify the terms of any of Crabb’s outstanding stock
option agreements with the Company. |
| |
(d) |
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. |
| |
4. |
TERMINATION OF EMPLOYMENT. |
| |
(a) |
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. |
| |
(b) |
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. |
| |
(c) |
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. |
As used in this subsection
(c), “just cause” shall be deemed to include only the
following:
| |
(i) |
Crabb’s conviction of a felony involving moral turpitude
or dishonesty; or |
| |
(ii) |
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 |
| |
(iii) |
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 Agreement; or |
| |
(iv) |
Crabb’s breach of the requirements of Section 5 of this
Agreement or Attachment A as referenced therein. |
| |
(d) |
Certain Events . In the event that (i) following
th |
|
