EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the
28th day of July, 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. 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 ending on December 31, 2007. 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 January 1, 2005. This
Agreement is renewable only upon the mutual written agreement of
terms to be negotiated by both the Company and Crabb.
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
average at least twenty (20) hours per week. 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.
3. COMPENSATION.
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(a)
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Base
salary . As compensation
for his services hereunder, the Company shall continue to pay Crabb
a salary of $7,307.58 per month, provided that on January 1, 2006,
and again on January 1, 2007, such amount shall be increased by the
percentage increase in the Consumer Price Index for All Urban
Consumers (CPI-U) for the twelve (12) month period ending with the
prior December, as reported by the Bureau of Labor Statistics of
the U.S. Department of Labor.
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(b)
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Employee
Benefits . Working a
half-time schedule, Crabb shall be entitled to participate in any
benefits provided by the Company to its employees, such as
life
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insurance and
disability insurance, subject to the eligibility requirements and
other terms and conditions of such plans as they may change from
time to time. In no way limiting the above, Crabb shall be eligible
to receive health insurance benefits under the same terms and
conditions as other employees of the Company subject to the
provisions of the Company’s health insurance plan, as amended
from time to time. Crabb shall also 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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Holiday,
vacation and sick time shall be governed by the policies of the
Company, as they may change from time to time, subject to the
following:
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(i) During weeks in which a holiday
falls, Crabb’s expected commitment to his position
responsibilities shall be reduced by 4 hours (50% of the 8 hour
holiday) to average 16 hours per week.
(ii) Crabb shall be entitled to
accrue up to 80 hours of vacation time per year (50% of the 20
vacation days that may be accrued by a full-time employee with his
number of years of service to the Company).
(iii) Crabb shall be entitled to
accrue up to 24 hours of sick time per year (50% of the sick time
that may be accrued 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.
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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
schedule shall disqualify Crabb from consideration for incentive
compensation, although Crabb understands his half-time status may
be a factor considered by the Company when deciding the amount of
any bonus award.
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4. 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 without Just Cause before the end of the
term of this Agreement by providing Crabb written notice of such
termination. In the event of such early termination by the Company
without Just Cause, Crabb shall be entitled to receive severance
pay in an amount equal to the balance of his salary that otherwise
would have been paid throughout the then remaining term of this
Agreement.
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Notwithstanding the above, as a
condition of receiving the severance payment provided for herein,
Crabb must first execute and deliver to the Company a release
agreement, in a form reasonably satisfactory to the Company,
releasing any claims Crabb may have against the Company or its
agents, arising out of his employment or termination of employment.
Payment of this severance pay shall be made within thirty (30) days
after the execution and delivery of the release
agreement.
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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
other
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