EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the
“Agreement”) dated as of August 19, 2007, by and
between Omrix Biopharmaceuticals, Inc., a Delaware corporation (the
“Company”), and Ana Stancic (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 October 1, 2007 (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 Executive Vice
President, Chief Financial Officer 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 Executive Vice President, Chief Financial
Officer.
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 Executive shall be
permitted to participate in such charitable and community-related
activities as
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Executive may choose; provided further that such services do not
interfere or conflict with his 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
$325,000 (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 45% of her Base Salary and the
Executive may receive between 0% 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(e)
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 60,000 shares of Company common stock pursuant to the
Equity Incentive Plan (the “Stock Options”) on the
Effective Date. The exercise price of the Stock Options shall be
the mean between the highest and lowest reported sales price per
share of the Company’s Common Stock on the Nasdaq Global
Market on the date of grant, and the Stock Options shall vest over
four years, with 15,000 Stock Options vesting each year based on
continued employment and starting with first anniversary date of
the grant (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.
e. The
Company shall cause the Executive to be granted 8,000 shares of
restricted stock (the “Restricted Stock”) on the
Effective Date. 1,333 of the shares of shall vest on the six-month
anniversary and an additional 1,333 of the shares on the 12-month
anniversary of the date of grant, and the remainder (5,334 shares)
shall vest in equal installments on the second and third
anniversary of the date of grant. Additionally, on January 31
st ,
2008 the company shall have the choice of either paying the
executive a lump sum of $160,000 or shall cause the Executive to be
granted 5,500 shares of fully vested restricted stock (the
“Restricted Stock”).
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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.
5.
Benefits; Vacation. The Company does not currently maintain any
employee benefits plans, other than a health insurance and 401(k)
plan, in which the Executive shall have the right to participate.
Until such time as the Company establishes a health and benefit
plan, the Company will pay on behalf of the Executive all expenses
associated with COBRA, Long term Disability and Life Insurance
benefits that the Executive currently receives from her existing
employer up to a maximum of $3,000/month. During the first year of
the Employment Term, the Executive shall be entitled to twenty
(20) 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 twenty (20) 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;
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(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 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 Confidentiality Agreement (as defined
below) or any other breach of the Confidentiality Agreement 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 Caus
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