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EX-10.38: EMPLOYMENT AGREEMENT

Employment Agreement

EX-10.38: EMPLOYMENT AGREEMENT | Document Parties: OMRIX BIOPHARMACEUTICALS, INC. | Nanci I Prado You are currently viewing:
This Employment Agreement involves

OMRIX BIOPHARMACEUTICALS, INC. | Nanci I Prado

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Title: EX-10.38: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 12/4/2006
Industry: Biotechnology and Drugs     Sector: Healthcare

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                                                                   EXHIBIT 10.38

                              EMPLOYMENT AGREEMENT

            EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 28, 2006
by and between Omrix Biopharmaceuticals, Inc., a Delaware corporation (the
"Company") and Nanci I Prado (the "Executive").

            In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.     Term of Employment; Executive Representation.

a. Employment Term. Subject to the provisions of Section 6 of this Agreement,
Executive shall be employed by the Company for a period commencing on August 28,
2006 (the "Effective Date") and ending on the third anniversary of the Effective
Date (including any extensions thereof as detailed below, the "Employment Term")
on the terms and subject to the conditions set forth in the Agreement. Unless
earlier terminated in accordance with the terms hereof, on the third anniversary
of the Effective Date the Employment Term will be automatically extended for
successive one year terms, unless the Company or the Executive gives the other
party 90 days' prior written notice of an intention not to renew the agreement.

b. Executive Representation. Executive hereby represents to the Company that the
execution and delivery of this Agreement by Executive and the Company and the
performance by Executive of the Executive's duties hereunder shall not
constitute a breach of, or otherwise contravene, the terms of any employment
agreement or other agreement or policy to which Executive is a party or
otherwise bound.

2.     Position; Place of Performance.

a. During the Employment Term, Executive shall serve as Vice President, General
Counsel and Secretary of the Company. In such position, Executive shall have
such duties and authority commensurate with such position as shall be reasonably
assigned to her by the Chief Executive Officer ("CEO") and the Company's Board
of Directors and shall be given such executive and administrative powers and
authority as may be needed to carry out those duties. The Executive shall report
to the CEO. Executive's responsibilities will be those customary for the
position of Vice President, General Counsel and Secretary.

b. During the Employment Term, Executive shall devote Executive's full business
time and best efforts to the performance of Executive's duties hereunder and
will not engage in any other business, profession or occupation (including in an
advisory capacity, consulting capacity, or otherwise) for compensation or
otherwise which would conflict with the rendition of such services either
directly or indirectly, without the prior written consent of the CEO; provided
that


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Executive shall be permitted to participate in such charitable and
community-related activities as Executive may choose; provided further that such
services do not interfere or conflict with her duties hereunder.

c. During the Employment Term, Executive shall be located in the Company's
offices in New York, New York, except for required travel on the Company's
business.

3.     Compensation.

a. During the Employment Term, the Company shall pay Executive a base salary
(the "Base Salary") at the annual rate of $210,000 (less applicable withholding
taxes), payable in regular installments in accordance with the Company's usual
payment practices but no less than monthly. Executive shall be entitled to such
increases in Executive's Base Salary, if any, as may be determined from time to
time in the sole discretion of the CEO and the Board.

b. With respect to each year during the Employment Term, provided the Executive
is employed and in good standing at the time bonuses are distributed, Executive
shall be eligible to receive an annual bonus award (an "Annual Bonus")
calculated based on Company and individual performance measures established by
the Board each year. During the Employment Term, the Executive's target annual
bonus award shall be 40% of her Base Salary and the Executive may receive
between 10% and her target percentage (pro-rated to reflect the partial year of
employment), based on the level of achievement of such performance measures as
determined in the sole discretion of the CEO, as approved by the Compensation
Committee.

c. During the Term of the Executive's employment hereunder, the Executive shall
be eligible to participate in the Company's 2006 Equity Incentive Plan or its
successor plan (the "Equity Incentive Plan") in accordance with the terms and
conditions of the Equity Incentive Plan. Except as set forth in paragraph 3(d)
below, the decision to grant any award to the Executive pursuant to the Equity
Incentive Plan, and the amount of any such award, shall be within the sole
discretion of the Company's Board of Directors.

d. The Company shall cause the Executive to be granted stock options to purchase
36,000 shares of Company common stock pursuant to the Equity Incentive Plan (the
"Stock Options") as soon as practicable following the Effective Date. The
exercise price of the Stock Options shall be the fair market value of the Stock
Options on the date of grant, and the Stock Options shall vest over four years,
with 9,000 Stock Options vesting each year based on continued employment
(subject to acceleration upon a Change in Control, as set forth in paragraph
6(c)(iii) herein below). The complete terms and condition of the Stock Options
shall be set forth in a separate stock option agreement between the Executive
and the Company.

4. Business Expenses. During the Employment Term, reasonable, documented
business travel expenses and other business expenses incurred by Executive in
the performance of Executive's duties hereunder shall be reimbursed by the
Company in accordance with Company policies, including without limitation,
documented expenses up to a total aggregate of US$3,500 incurred by Executive in
connection with complying with mandatory continuing legal credit courses per
year and bar association dues for the states of New York and California.


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5. Benefits; Vacation. The Company does not currently maintain any employee
benefits plans, and has agreed to pay directly, or reimburse the Executive, for
the Executive's actual, documented costs in connection with: (i) establishing
and maintaining a 401(k) plan or other comparable deferred tax savings plan for
the benefit of the Executive, up to a maximum of $1,000 a year; and (ii)
purchasing health insurance coverage if the Executive is not otherwise entitled
to health insurance coverage through her spouse's employer. If such health
insurance coverage is obtained by the Company for the Executive, the cost of
such coverage will be reduced from the Base Salary paid to Executive. The
Executive shall be solely responsible for any income tax liability resulting
from this Company payments or reimbursements. During the first year of the
Employment Term, the Executive shall be entitled to fifteen (15) paid vacation
days per calendar year, which amount shall be pro-rated for any partial calendar
year during which the Executive is employed by the Company and eighteen (18)
paid vacation days for each subsequent calendar year of the Employment Term.
Executive shall accrue such vacation days in accordance with the policies of the
Company as in effect from time to time. Executive shall also be entitled to all
U.S. Federal holidays. The Company shall provide Executive with the right to
participate in and to receive benefits from accident, disability, medical,
pension, bonus, stock, profit-sharing and savings plans and similar benefits
made available to all employees of the Company located in the United States or
all other Company executives as such plans and benefits may be adopted by the
Company.

6. Termination. The Employment Term and Executive's employment hereunder may be
terminated by either party at any time and for any reason; provided that
Executive and the Company will be required to give the other party hereto at
least 30 days advance written notice of any resignation or termination, as the
case may be of Executive's employment. Notwithstanding any other provision of
this Agreement, the provisions of this Section 6 shall exclusively govern
Executive's rights upon termination of employment with the Company and its
affiliates.

a. By the Company For Cause; By Executive for any Reason (other than Good
Reason); Expiration of the Employment Term.


      (i) The Employment Term and Executive's employment hereunder may be
      terminated by the Company for Cause (as defined below) or by the Executive
      for any reason (other than Good Reason (as defined below)), subject to the
      notice period required by this Section 6.

For purposes of this Agreement, "Cause" shall mean: (i) the habitual,
intentional or willful failure of by the Executive to render services to the
Company in accordance with her reasonably assigned duties and responsibilities
under this Agreement (other than any such failure resulting from the Executive's
Disability); (ii) willful misconduct or gross negligence of the Executive in the
performance of her duties and reasonably assigned responsibilities for the
Company or any of its subsidiaries or affiliates under this Agreement; (iii) the
Executive's conviction of, or plea of guilty or nolo contendre to, a felony,
whether or not committed in the course of performing her duties for the Company
or any of its subsidiaries or affiliates; (iv) the Executive's disloyalty,
deliberate dishonesty, breach of fiduciary duty or material breach of the terms
of this Agreement; (v) the commission by the Executive of embezzlement, theft or
any other fraudulent act or omission; (vi) the commission by the Executive of
any act or omission in violation of the


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reasonable rules or policies of the Company that results in material loss,
damage or injury to the Company or any of its subsidiaries or affiliates or
materially adversely affects the business activities, reputation, goodwill or
image of the Company or any of its subsidiaries or affiliates; (vii) the
unauthorized disclosure by the Executive of any "Confidential Information," as
that term is defined in the Undertaking or any other breach of the Undertaking
(defined below) other than as is reasonably believed to comply with lawful legal
or administrative process; (viii) the commission by the Executive of any act
that constitutes unfair competition with the Company or any of its subsidiaries
or affiliates; (ix) the material breach by the Executive of any agreement to
which she and the Company or any of its subsidiaries or affiliates are parties
that results in material loss, damage or injury to the Company or any of its
subsidiaries or affiliates, or materially adversely affects the business
activities, reputation, goodwill or image of the Company or any of its
subsidiaries or affiliates; provided, that in the event of (i) above, the
Company shall provide written notice to Executive describing the nature of such
event and Executive shall thereafter have thirty (30) business days to cure such
event.

      (ii) If Executive's employment is terminated by the Company for Cause, or
      if Executive terminates her employment hereunder for any reason other than
      Good Reason (as defined below), Executive shall be entitled to receive the
      following amounts (collectively, the "Accrued Obligations"):

      (A) the Base Salary through the date of termination;


      (B) any Annual Bonus earned but unpaid as of the date of termination for
      any previously completed full calendar year;


      (C) any vacation days earned but unpaid as of the termination date for
      previously completed calendar year;


      (D) any vacation days earned but not taken; and


      (E) reimbursement for any unreimbursed business expenses properly incurred
      by Executive in accordance with Company policy prior to the date of
      Executive's termination.

            In addition, if the Employment Term and Executive's employment under
      this Agreement is terminated by reason of the expiration of the Employment
      Term following a notice of non-renewal by the Company or Executive,
      Executive shall be entitled to receive the Accrued Obligations.

            Following such termination of Executive's employment by the Company
      for Cause, by Executive for any


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