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EXHIBIT 10.26
DIRECTOR
AGREEMENT
THIS DIRECTOR AGREEMENT (the "Agreement") is made as of this 13th day
of
January, 2006 between Omrix Biopharmaceuticals, Inc., a Delaware corporation,
(the "Company") and Fredric Price (the "Director") with
respect to services to
be performed for the Company by the Director. The parties' respective addresses
are as set forth below their signature lines. In consideration of the mutual
terms, conditions and covenants set forth herein, the Company and the Director
hereby agree as follows:
1. Purpose
The Director wishes to be engaged,
or to continue to be engaged, as a
director by the Company and is
willing to provide certain skills and
abilities to the Company (the
"Engagement"). Accordingly, this Agreement
will define the terms upon which
the Company will engage the Director.
2. Duties and Services
The Director will act as the Chairman
of the Board of Directors of the
Company ("Board") and
will serve on Board Committees as voted on by the
Board and the Committees, as the
case may be. Initially, the Director will
the Chairman of the Audit Committee
of the Board, the Chairman of the
Governance and Nominating Committee
of the Board, a member of the
Compensation Committee of the Board
and advisor to the Company. The
Director shall be subject to
Internal Revenue Code 1099 tax reporting.
Among the Director's duties will be
presiding over meetings of the
stockholders and meetings of the
Board, calling special meetings of the
Board, receiving Board and officer
resignations, receiving accountings of
transactions and of the financial
condition of the Company and such other
specific duties that are normal and
customary to such position and as may
reasonably be assigned to Director
from time to time by the Board,
including but not limited to
assisting the Company in financings, such as
an initial public offering
("IPO"), in strategic decision-making regarding
partnerships, and in providing
general guidance to management and the
Board. The Director will report to
the Board and coordinate his activities
with the Board and the Company.
3. Compensation and Stock Incentive
Grant
3.1 In addition to Thirty Thousand Dollars
($30,000) per year in his
capacity as a director, the
Director will be paid Ninety Thousand
Dollars ($90,000) per year
for service as Chairman of the Board,
paid together in equal
monthly installments of Ten Thousand Dollars
($10,000) (the "Monthly
Payment") on the first business day of each
month in arrears for services
rendered to the Company, plus
Reimbursable Expenses, as
defined in Section 3.2 below. The Director
shall spend as much time as
is necessary to perform his Duties and
Services as per Section 2
above on Company affairs commencing on the
date hereof, and shall retain
adequate records of same, which shall
be made available to the
Company upon request. The
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Director agrees not to assume
more than two additional Chairman of
the Board director positions such as this
one.
3.2 Reimbursable Expenses shall include travel
and out-of-pocket
expenses necessary in order
to perform services under this
Agreement, including but not
limited to parking, tolls, mileage at
the rate of 37.5 cents per
mile, business class airfare, necessary
hotel accommodations and
other expenses resulting from the
Director's performance of
services under this Agreement, provided
that the Director shall have submitted to
the Company written
expense statements and other
supporting documentation in a form that
is reasonably satisfactory to
the Company. For international travel,
the Director will use the
Company's services to obtain and issue the
most economical electronic
business class air tickets, whenever
practical. The Company and
the Director will equally share the cost
of a Tandberg 1000 video
conferencing system or Webex system (or one
of similar performance at
lower cost), which will facilitate the
Director's interactions with
members of Omrix's management and the
Board.
3.3 The Director shall be entitled to participate
in Omrix's 2004 Equity
Incentive Plan and has
received a grant of non-qualified stock
options exercisable for
300,000 shares at a strike price of $2.25,
vesting over a four (4) year
period with 25% of the shares vesting
on January 13, 2006 and the
balance in thirty six (36) approximately
equal monthly installments.
4. Nature of Relationship
4.1 This Agreement is not an employment
agreement. With the exception of
the stock grant referenced in paragraph 3.3
above and any and all
benefit plans from time to
time in effect for members of the Board
generally, the Director is
not entitled to any of the benefits that
the Company provides to its
employees.
4.2 The Director shall be solely responsible for
taxes and other wage
deductions incurred as a
result of performing services under this
Agreement. The Company will
not pay or withhold federal, state or
foreign government payroll
taxes of any kind, including but not
limited to FICA, FUTA and
MUTA, with respect to its payments to the
Director.
5. Non-Disclosure, Inventions and
Non-Competition Agreement
The Director has executed and will
be bound by the Non-Disclosure,
Inventions, and Non-Competition
Agreement between the Company and the
Director, dated January 13, 2005,
the terms of which are expressly
incorporated into this Agreement.
2
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6. Term and Termination
6.1 Unless earlier terminated pursuant to this
Section 6.1, the term of
service as the Chairman of
the Board shall be governed by the
organizational documents of
the Company and shall expire at the
annual meeting of
stockholders of the Company held in 2008. If (i)
the Director is terminated
for Cause, as defined in Exhibit A, or
(ii) the Director resigns
without Good Reason, as defined in Exhibit
A, the Director shall retain
such portion of the Director's options
under Section 3.3, which have
vested as of the termination date and
the Director shall have 30
days from the termination date to
exercise such vested options,
all as provided in the option grant.
If (i) the Director is
terminated without Cause, as defined in
Exhibit A, or (ii) the
Director resigns for Good Reason, as defined
in Exhibit A, the Director
shall retain such portion of Director's
options under Section 3.3
that vest within two years of the
termination date, such
vesting shall accelerate to the termination
date, and the Director shall
have 365 days from the termination date
to exercise such vested
options, all as provided in the option grant
and, in addition, the
Director shall receive twelve (12) Monthly
Payments as specified in
Section 3.1.
6.2 Upon termination of this Agreement for any
reason, or at any time
upon request of the Company,
the Director will immediately return to
the Company all property
belonging to the Company, including without






