Exhibit 10.25
NEUROBIOLOGICAL TECHNOLOGIES, INC.
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
“Agreement”) is made and entered into as of
April 1, 2003 (the “Effective Date”) by and
between NEUROBIOLOGICAL TECHNOLOGIES, INC., a Delaware corporation
(“NTI”) and Paul E. Freiman
(“Freiman”).
BACKGROUND
A. WHEREAS, Freiman currently has an
Employment Agreement with NTI entered into as of June 10, 2002
(the “Prior Agreement”);
B. WHEREAS, pursuant to the Prior
Agreement, Freiman received a bonus for agreeing to remain as
NTI’s President and Chief Executive Officer through
March 10, 2003; and
C. WHEREAS, NTI desires to
incentivize Freiman to remain as President and Chief Executive
Officer of NTI on the terms and subject to the conditions set forth
in this Agreement.
THE PARTIES AGREE AS
FOLLOWS:
1. Positions and Duties
.
1.1 President and Chief Executive
Officer . Freiman shall be employed by NTI as its
President and Chief Executive Officer, and NTI agrees to employ and
retain Freiman in such capacity.
1.2 Duties . Freiman
shall devote all of his business time, energy, and skill to the
affairs of NTI; provided, however, that reasonable time for
personal business, charitable or professional activities shall be
permitted, so long as such activities do not materially interfere
with Freiman’s performance of services under this
Agreement.
2. Terms of Employment
.
2.1 Definitions . For
purposes of this Agreement, the following terms shall have the
following meanings:
(a) “ Accrued
Compensation ” shall mean any accrued Total Cash
Compensation, any benefits under any plan of NTI in which Freiman
is a participant to the full extent of Freiman’s rights under
such plans, any accrued vacation pay, and any appropriate business
expenses incurred by Freiman in connection with the performance of
Freiman’s duties hereunder, all to the extent unpaid on the
date of termination.
(b) “ Base Salary
” shall have the meaning set forth in Section 3.1
hereof.
(c) “ Termination For
Cause ” means termination by NTI of Freiman’s
employment by reason of Freiman’s dishonesty or fraud, gross
negligence in the performance of his duties hereunder, material
breach of this Agreement, intentional engagement in acts seriously
detrimental to NTI’s operations, or conviction of a felony
involving moral turpitude.
(d) “ Termination Other
Than For Cause ” means termination by NTI of
Freiman’s employment for any reason other than as specified
in Sections 2.1, (d) or (f) hereof.
(e) “ Total Cash
Compensation ” shall mean Freiman’s Base Salary (as
defined in Section 3.1) plus any cash bonuses, commissions or
similar payment accrued during any single calendar year.
(f) “ Voluntary
Termination ” means termination of Freiman’s
employment by the voluntary action of Freiman.
2.2 Employee at Will
. Freiman is an “at will” employee of NTI, and
Freiman’s employment may be terminated at any time upon a
Termination For Cause or a Termination Other Than For Cause by the
giving of written notice thereof to Freiman, subject to the terms
and conditions of this Agreement.
2.3 Termination For Cause
. Upon Termination For Cause, NTI shall pay Freiman Accrued
Compensation, if any, and Freiman shall refund the Retention Bonus
within 30 days of such termination.
2.4 Termination Other Than For
Cause . Upon Termination Other Than For Cause, NTI shall
pay Freiman all Accrued Compensation.
2.5 Voluntary Termination
. Freiman shall have the right to effect a Voluntary
Termination by giving at least 30 days advance written notice to
NTI. During such period, Freiman shall continue to receive
regularly scheduled Base Salary payments and benefits. Following
the effective date of a Voluntary Termination, NTI shall pay
Freiman Accrued Compensation, if any, and, if such Voluntary
Termination occurs during the Term of this Agreement, then Freiman
shall refund the Retention Bonus within 30 days of such
termination.
2.6 Timing of Termination
Payments . Unless expressly provided otherwise, the
foregoing termination payments shall be made at the usual and
agreed times provided for in Section 3.1 of this
Agreement.
3. Compensation and Benefits
.
3.1 Base Salary . As
payment for the services to be rendered by Freiman as provided in
Section 1
