EMPLOYMENT AGREEMENT , dated as of December 4, 2007, by
and among Neurologix, Inc., a Delaware corporation (the “
Company ”), and John E. Mordock (the “
Executive ”).
W I T N E S S
E T H :
WHEREAS, the Executive is currently employed as President
and Chief Executive Officer of the Company; and
WHEREAS, the Company desires to continue to retain the
services of the Executive, and the Executive desires to continue to
be employed by the Company;
NOW, THEREFORE, the parties hereto, in consideration of
the mutual promises and agreements set forth herein, agree as
follows:
ARTICLE I
EMPLOYMENT AND TERM
Section
1.1
Employment Period . Upon the terms and
subject to the conditions set forth in this Agreement, the Company
shall employ the Executive for a period of two years commencing on
the date hereof, unless such employment shall be earlier terminated
pursuant to Article III hereof (the “ Employment
Period ”).
ARTICLE II
TERMS AND CONDITIONS
Section
2.1
Services to be Rendered by the Executive;
Compensation . (a) During the
Employment Period, the Company shall employ the Executive as
President and Chief Executive Officer. The Executive
shall perform the duties and have the responsibilities customarily
associated with the position of President and Chief Executive
Officer, and shall render such other services, and assume such
other responsibilities, as may be directed by the Board of
Directors (the “ Board ”) of the
Company. In connection with such employment, the
Executive shall diligently perform his services hereunder and shall
devote substantially all of his working time (reasonable sick leave
and vacations excepted) to his duties and responsibilities to the
Company. The Executive shall report to the
Board.
(b) Nothing
contained herein shall preclude the Executive from engaging in
charitable and community activities, participating in industry
and trade organization activities, managing his and his
family’s personal investments and affairs or engaging in
speaking or educational activities, provided that such
engagements or activities shall not materially interfere with
the performance of his duties and responsibilities under this
Agreement.
Section
2.2
Base Salary . The
Company shall pay to the Executive a base salary (the “
Base Salary ”) at the rate of at least $250,000 per
annum, payable in accordance with the Company’s regular
payroll practices. The Board shall review the
Executive’s performance and peer group compensation annually
and evaluate whether to increase the Base Salary as part of such
review (the “ Performance Review
”).
Section
2.3
Annual Bonus . During the Employment
Period, the Executive shall be eligible to receive an annual bonus
(the “Bonus”) as may be determined by, and in the
discretion of, the Board pursuant to the
Executive’s annual Performance Review. Any such
Bonus shall be payable in cash no later than 60 days following the
end of each year for which such Performance Review shall have been
undertaken by the Board.
Section
2.4
Benefits . The Executive shall be
eligible to participate in all the Company’s employee benefit
plans, including all stock option plans or other stock-based award
plans, on the same terms and conditions that govern participation
by other employees. The Executive shall be entitled to
20 working days of paid vacation during each 12-month period of the
Employment Period. The Company shall reimburse the
Executive for all reasonable and necessary expenses and
disbursements incurred by him for and on behalf of the Company in
the performance of his duties under this Agreement, subject to
submission of itemized reports of all such expenses and
disbursements, together with appropriate supporting
vouchers. During the Employment Period, the Company
shall reimburse the Executive for the actual reasonable cost of
temporary housing and reasonable operating automobile expenses
incurred by the Executive in connection with the performance of his
duties under this Agreement.
ARTICLE III
TERMINATION
Section
3.1
Death or Disability . (a) If,
during the Employment Period, the Executive shall die, his
termination of employment shall become effective as of the date of
his death. If, during the Employment Period, the
Executive shall be substantially unable to perform the duties
required of him pursuant to the provisions of this Agreement due to
any physical or mental disability which is in existence for a
period of 45 consecutive days or an aggregate of 90 days in any 12
consecutive month period, the Company shall have the right to
terminate the Executive’s employment pursuant to this
Agreement by giving not less than 30 days’ written notice to
the Executive, at the end of which time the Executive’s
employment hereunder shall be terminated. The Executive
shall retain his status and continue to receive his Base Salary and
other benefits during the period prior to any termination because
of a disability. Upon request by the Company, the
Executive shall submit to reasonable medical examination for the
purpose of determining the existence, nature and extent of any such
disability.
(b)
In
the event of a termination of the Executive’s employment by
reason of his death or disability, the Company shall have no
further obligations hereunder, except as follows:
(i)
All
accrued and unpaid Base Salary through the date of termination and
all bonus or incentive compensation or other benefits earned and
accrued by the Executive as of the date of termination, plus any
vacation pay, expense reimbursements or other entitlements due to
the Executive under any of the Company’s benefits plans or
under this Agreement, shall be paid to the Executive or his estate
or assigns within 30 days of the date of termination;
and
(ii)
All
stock options and other equity awards granted to the Executive
shall fully vest on the date of termination, and all such stock
options or awards shall thereupon become fully exercisable or
payable, with such stock options to continue to be exercisable for
one year after the date of termination, but, in no event, later
than the date of expiration of such options as specified
in the option award letters relating thereto.
Section
3.2
For Cause by the Company or Without Good Reason by the
Executive . (a) The Company
shall have the right to terminate the Executive’s employment
pursuant to this Agreement immediately upon written notice to the
Executive for Cause (as hereinafter
defined). Notwithstanding the foregoing, the Company may
not terminate the Executive’s employment for Cause unless (i)
a determination of Cause shall have been made and approved by a
majority of the Board and (ii) the Executive shall have been given
at least 20 days written notice of the Board’s meeting called
to make such determination.
(b)
The
Executive shall be entitled to terminate his employment pursuant to
this Agreement without Good Reason (as hereinafter defined) upon
not less than 45 days’ written notice to the
Company.
(c)
In
the event of a termination of the Executive’s employment by
the Company for Cause or by the Executive without Good Reason, the
Company shall have no further obligations hereunder, except to make
payments to the Executive of the compensation and other amounts
specified in Section 3.1(b)(i) hereof within the time
period specified therein.
(d)
For
purposes hereof, “Cause” shall mean (i) the conviction
of the Executive of a felony under state or federal law or of a
misdemeanor
