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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made
effective as of June 27, 2007 (“Effective Date”),
by and between Trans-Pharma Corporation
(“Company”) and Dr. Juliet Singh
(“Executive”).
PRELIMINARY STATEMENT
A.
WHEREAS, The Company and the Executive desire to enter into
this Agreement to provide for Executive’s employment by
the Company, upon the terms and conditions set forth
herein.
The
parties hereby agree as follows:
1.
Duties .
1.1.
Position .
Executive shall serve as Chief Executive Officer and President, and
serve on the Company Board of Directors, and shall have the duties
and responsibilities incident to such position and such other
duties as may be determined in consultation with the
Company’s Board of Directors (“Board of
Directors”). Executive shall perform faithfully,
cooperatively and diligently all of her job duties and
responsibilities and agrees to and shall devote her full time,
attention and effort to the business of the Company and other
assignments as directed by the Company’s Board of Directors.
The Executive will report directly to the Board of
Directors
1.2.
Best Efforts .
Executive will expend her best efforts on behalf of the Company in
connection with her employment and will abide by all policies and
decisions made by Company, as well as all applicable federal, state
and local laws, regulations or ordinances.
2.
Employment Term .
The term of Executive’s employment under this Agreement shall
commence as of the Effective Date and shall continue until
terminated by either the Executive or the Company
(“Term”).
3.
Compensation .
3.1.
Base Salary .
As compensation for Executive’s performance of her duties
hereunder, Company shall pay to Executive an initial base salary of
One Hundred and Ninety-Five Thousand Dollars ($195,000), starting
on the Effective Date hereof, (“Annual Base Salary”),
payable in accordance with the normal payroll practices of Company,
less required deductions for state and federal withholding tax,
social security and all other employment taxes and payroll
deductions. Executive’s Annual Base Salary shall be
eligible for an increase based upon the recommendation of the Board
of Directors.
3.2.
Annual Bonus and Equity Plan .
The Executive shall be eligible to receive an annual bonus and
participate in the Company’s Equity Plan, which basis will be
determined by mutual agreement between the Executive and the Board
of Directors.
4.
Health and Welfare Benefit Plans .
The Executive and/or the Executive’s family, as the case may
be, shall be eligible for participation in and shall receive all
benefits under health and welfare benefit plans, practices,
policies and programs provided by the Company (including, without
limitation, medical prescription, dental disability, salary
continuance, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent generally
applicable to employees of the Company.
5.
Customary Benefits .
Executive shall be entitled to all customary and usual fringe
benefits and shall be entitled to participate in all savings and
retirement plans, practices, policies and programs generally
applicable to employees of the Company that are in effect during
the Employment Term, subject to the terms and conditions of
Company’s benefit plan documents, as
applicable.
6.
Business Expenses .
Executive shall be entitled to receive prompt reimbursement for all
reasonable, out-of-pocket business expenses incurred in the
performance of her duties on behalf of Company.
7.
Vacation .
Executive shall be entitled to paid vacation, personal and sick
days each calendar year, in accordance with the Company’s
plans, policies and programs then in effect.
8.
Indemnification. In
connection with the execution of the Agreement, the Company will
also enter into a customary indemnification agreement with
Executive.
9.
Termination .
The Executive’s employment hereunder may be terminated under
the following circumstances (without impairing the
Executive’s rights under benefit plans, arrangements and
Company policies and procedures).
9.1
Termination upon Death or Permanent Disability
.
The Executive’s Term of employment shall automatically
terminate in the event of the death or permanent disability of
Executive. For purposes of this Agreement, “permanent
disability” shall mean the inability to perform services
hereunder for a period of six consecutive months.
9.2.
Termination by Company for Cause .
The Company shall have the option to terminate the Term (a) for
cause in the event the Executive engages in grossly negligent
conduct or willful misconduct in connection with the execution of
her duties hereunder which materially and adversely affect the
Company, after written notice by the Company to the Executive of
the specific nonperformance of her duties hereunder, provided the
nonperformance continues uncorrected for a
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