EMPLOYMENT AGREEMENT , dated as of August 20, 2009, by and among
Neurologix, Inc., a Delaware corporation (the “
Company ”), and John E. Mordock (the “
Executive ”).
WHEREAS, the Executive is currently employed as President
and Chief Executive Officer of the Company pursuant to that certain
Employment Agreement between the Executive and the Company dated as
of December 4, 2007 (the “ Original Agreement
”);
WHEREAS, the Company desires to extend the term of
employment of the Executive for an additional one year beyond the
current term of the Original Agreement and to enhance certain terms
of the Executive’s severance arrangements, and the Executive
desires to continue to be employed, on such terms, by the
Company;
WHEREAS , the Original Agreement shall terminate as of
the date hereof and shall be superseded by this Employment
Agreement; and
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
commencing on the date hereof and ending on December 4, 2010,
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 $275,000 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.
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 specifie
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