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Exhibit 10.1
EMPLOYMENT AGREEMENT
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THIS AGREEMENT is effective as of the 1st day of April, 2002 by
and
between GENEREX BIOTECHNOLOGY CORPORATION (the "Company"), a
Delaware
corporation and GERALD BERNSTEIN, M.D. ("Executive"), an
individual residing at
48 Carleon Avenue, Larchmont, New York 10538.
WITNESSETH:
WHEREAS, the Company is engaged, directly and through
subsidiary
corporations (all of which, for the purposes of this Agreement,
are included and
encompassed by any reference in this Agreement to the Company)
in the research,
development, testing and commercialization of drug delivery
technologies,
including drug technologies for oral administration of
pharmaceuticals such as
peptidic drugs, vaccines and hormones using a buccal spray
device (collectively,
the "Technology"); and
WHEREAS, the Company wishes to engage the Executive to provide
certain
services, as more particularly described below, and the
Executive agrees to
provide such services, all on the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the mutual promises and
covenants
contained herein, and for other good and valuable consideration,
receipt of
which is hereby acknowledged, the parties hereto, intending to
be legally bound,
agree as follows:
1. Employment
1.1 The Company agrees to employ the Executive and the
Executive
agrees to serve the Company pursuant to the terms of this
Agreement as Vice President of Medical Affairs of the
Company
(hereinafter the "Employment"), reporting to Anna E.
Gluskin,
President of the Company.
1.2 The term of this Agreement shall be for the period
commencing
on the date hereof and expiring three years thereafter,
subject to earlier termination in accordance with the
provisions of Section 5 of this Agreement.
1.3 The Executive hereby warrants and undertakes to the
Company
(in the knowledge that the Company is relying on such
undertaking by agreeing to enter into this Agreement) that:
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1.3.1 by entering into this Agreement and performing his
obligations hereunder, he is not and will not be in
breach of any other contract of employment or other
agreement (whether still in effect or not) and
neither he nor the Company will be liable to any
action relating to any such contract; and
1.3.2 he is not or will not on commencement of this
Agreement and thereafter be subject to any
restriction or obligation, howsoever arising, which
may hinder or restrict him from performing fully any
of the duties required under the terms of this
Agreement.
1.4 The Company hereby warrants and undertakes to the
Executive
(in the knowledge that the Executive is relying on such
undertaking by agreeing to enter into this Agreement) that
during the Employment the Executive shall be primarily based
in the State of New York, unless the Executive otherwise
agrees with the Company, and that the Executive shall be
insured from liability arising from his status, actions or
omissions as an officer of the Company to the extent of the
coverage provided by the Company's directors' and officers'
liability insurance policy as in effect from time to time
and
subject to the limitations and exclusions set forth in such
policy. Notwithstanding anything to the contrary herein, the
Company, without limiting the rights of Executive to
compensation and benefits hereunder, shall have the right at
any time to assign this Agreement and the Executive's
Employment hereunder to any business entity which is
controlling, controlled by or under common control with the
Company ("Affiliates"). In the event of such assignments,
(i)
any amounts paid to or for the benefit of Executive by the
Affiliate shall be credited against amounts payable to
Executive by the Company under this Agreement, and (ii)
references to the "Company" in Sections 2, 5 and 6 of this
Agreement shall be deemed to include, in addition to the
Company, any Affiliate to which this Agreement shall have
been
assigned.
2. Duties
The Executive covenants and agrees that during the Employment he
will:
2.1 faithfully and diligently perform the duties of Vice
President
of Medical Affairs as may be assigned to or vested in him
from
time to time by the Company and which shall be consistent
with
the responsibilities generally entrusted to senior
management
of a corporation in the same business as that of the
Company,
and will use his best efforts to promote the interests of
the
Company and its shareholders;
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2.2 comply with all laws, rules and regulations applicable to
the
Company's business and in accordance with all applicable
policies or guidelines (including any applicable policies or
guidelines pertaining to disclosure of conflicts of
interest)
of any institution or organization with which the Executive
is
affiliated;
2.3 give to the President and/or the Board of Directors such
information regarding the affairs of the Company as they may
request;
2.4 agree to comply with all laws and regulations under the
U.S.
federal securities laws and regulations against misuse or
miscommunication of material non-public information about
the
Company and acknowledge that he is aware of these
prohibitions;
2.5 devote the whole of his business time, attention and skills
to
the business and affairs of the Company and will not, except
with the prior consent by the President and/or the Board of
Directors, be directly or indirectly engaged or concerned in
the conduct of any other business, whether or not competing
in
any respect with the business of the Company; provided,
however, that the Executive (a) may continue to serve during
the term of this Agreement as a director or trustee of the
American Diabetes Association or of any affiliated
foundation
thereof, (b) may serve during the term of this Agreement,
subject to the prior consent of the President and/or the
Board
of Directors (which may be withheld for any reason or no
reason), as a director or trustee of any other organization,
(c) may maintain or establish during the term of this
Agreement an affiliation with any medical institution or
educational institution (including, without limitation, as
an
adjunct or emeritus faculty member or as a physician with
admitting privileges), provided that such affiliation does
not
detract in any material way from the available time and the
ability of the Executive to fulfill his obligations under
this
Agreement, and (d) may continue to serve as a consultant in
connection with a legal proceeding for which he was engaged
as
a medical expert prior to the effective date of this
Agreement
until the resolution or conclusion of such proceeding,
provided that such activity does not detract in any material
way from the available time and the ability of the Executive
to fulfill his obligations under this Agreement.
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3. Compensation
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3.1 During the Employment the Company will pay to the Executive,
a
base salary at the annual rate of $150,000 (or such higher
rate as may from time to time be determined by the Company
and
notified to the Executive), which salary will be payable in
equal monthly installments (less customary withholdings) in
arrears.
3.2 In addition to payments provided in Paragraph 3.1, the
Company
shall pay to the Executive advances, bonuses, options and
other compensation in such amounts and on such terms as are
described in Exhibit A hereto.
3.3 The Company will be entitled at any time during the
Employment, and in all events on termination howsoever
arising, to deduct from the Executive's compensation under
this Agreement or from any other sums owed by the Company to
the Executive any monies due from him to the Company,
including, but not limited to, any outstanding loans or
advances taken (including advances pursuant to Exhibit A).
4. Benefits.
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4.1 During the Employment, the Executive will be entitled:
4.1.1 to paid vacation during each year to be accrued and
taken in accordance with the Company's vacation
policy as set forth in the Company's Employee Manual;
4.1.2 to payment of or reimbursement for health insurance
premiums to continue (i) Executive's health insurance
in the form of his Medicare Supplement (at an annual
cost at the present time of approximately $4,100.00)
and (ii) his wife's individual health insurance
policy (at an annual cost at the present time of
approximately $6,900.00);
4.1.3 to reimbursement for the cost of Executive's
professional expenses (e.g. journals, professional
societies) in the amount of no more than $4,000
annually; and
4.1.4 for the Company to bear the costs of any reasonable
and necessary costs for travel and lodging incurred
by the Executive at the request of the Company. To
the extent practicable, the Executive will make
travel and lodging arrangements through the Company
or agents designated by the Company. To the extent
practicable, the Company shall bear such expenses for
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its own account. If it is not feasible for the
Company to bear an expense directly for its own
account, the Executive will submit expenses borne by
the Executive for reimbursement of expenses. The
Executive shall provide receipts in support of any
request hereunder for reimbursement of expenses.
Individual expenses in excess of $200 must be
arranged through the Company or agents of the Company
and approved in advance by the Company in order to be
eligible for reimbursement. Notwithstanding anything
to the contrary set forth herein, the Executive will
not be entitled to reimbursement for expenses
incurred by the Executive (regardless of the dollar
amount) that could reasonably have been arranged
through the Company or agents of the Company and were
not.
5. Termination
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5.1 Either party may terminate its obligations under this
Agreement (except for the payment of sums having become due)
in its or his absolute discretion, upon written notice to
the
other party of not less than ninety (90) days.
5.2 The Company may terminate its obligations hereunder for
cause
(effective immediately upon the giving of notice to the
Executive except as set forth in Section 5.2.5) if the
Executive shall have:
5.2.1 become
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