EMPLOYMENT AGREEMENT
Exhibit
10.44
This
Employment Agreement (the “Agreement”), dated as of September 25, 2007, by
and between ULURU DELAWARE INC., a Delaware corporation, a wholly owned
subsidiary of ULURU Inc., a Nevada corporation, both located at 0000 Xxxxxxx
Xxxxx, Xxxxxxx, Xxxxx, 00000 (collectively the “Company”), and Renaat Van den
Hooff, an individual residing at 000 XxXxxxxxxxx Xxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxx, 00000 (the “Executive”).
W
I T N E S S E T H:
WHEREAS, the Company desires Executive to serve as the Company’s Executive
Vice President - Operations; and
WHEREAS,
in order to induce Executive to agree to serve in such capacity, the Company
hereby offers Executive certain compensation and benefits of employment, as
described herein.
WHEREAS,
Executive is willing to serve in this position on the terms and conditions
hereinafter set forth;
NOW,
THEREFORE, in consideration of the promises and of the mutual covenants
contained herein, the Company and Executive hereby agree as follows:
1.
Employment
The
Company hereby agrees to employ Executive and Executive hereby agrees to be
employed upon the terms and conditions hereinafter set forth.
2. Nature of
Employment
During
the term of this Agreement, Executive shall serve as Executive Vice President
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Operations and shall have such responsibilities and authority consistent with
such a position as may be reasonably assigned to him by the President and Chief
Executive Officer. Executive shall devote substantially all of his
business time and attention and best efforts to perform successfully his duties
and advance the Company’s interests. Executive shall abide by the
Company’s policies, procedures, and practices, as they may exist from time to
time and provided that they have been delivered in written form to Executive.
Executive shall be responsible to the President and Chief Executive Officer,
rendering the services and performing the duties consistent with his position
prescribed by the President and Chief Executive Officer.
The
Executive also may provide services as a volunteer or director to charitable,
educational or civic organizations, act as a member, director or officer of
any
industry trade association or group, and he may serve as a trustee, director
or
advisor to any family companies or trusts, provided that such endeavours do
not
materially interfere with Executive obligations under this agreement.
The
Executive shall be employed at the Company’s offices in Addison, Texas, and his
principal duties shall be performed in accordance with an agreed upon commuting
schedule between Wynnewood, Pennsylvania and Addison, Texas, except for business
trips reasonable in number and duration.
3.
Term
The
employment of the Executive hereunder shall begin on the date hereof and shall
continue in full force and effect for a period of two (2) years, and thereafter
shall be automatically renewed for successive one-year periods unless the
Company gives the Executive written notice of termination within six (6) months
prior to the end of any such period or until the occurrence of a Termination
Date, as defined in Section 6 (the "Term").
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4.
Compensation
4.1.
As compensation for the Executive’s services during the Term, the Company shall
pay the Executive an annual base salary at the rate of Three Hundred Thousand
Dollars ($300,000), payable in accordance with the Company’s reasonable
policies, procedures, and practices, as they may exist from time to time.
Prior to the end of each year during the Term, the Compensation Committee of
the
Company shall undertake an evaluation of the services of the Executive during
the year then ended in accordance with the Company’s compensation program at the
date hereof (the “Program”). The Company shall consider the performance of
the Executive, his contribution to the success of the Company and entities
under
common control with the Company (collectively, “Affiliates”), and other factors
and shall fix an annual base salary to be paid to the Executive during the
ensuing year.
4.2.
Notwithstanding the foregoing, the Company may change the Program from time
to
time or institute a successor to the Program, but the Executive’s annual base
salary shall in no event be less than his annual base salary in effect on the
date of change, adjusted regularly to reflect increases in the cost of living
and comparable compensation for like positions.
4.3.
The Executive shall participate in the Company incentive compensation programs
in accordance with the following subparagraphs (i) and (ii):
(i)
Incentive Plan– The Executive shall be covered by the cash bonus plan
currently maintained by the Company and shall be afforded the opportunity
thereunder to receive a target award of 17.5% of annual base salary
payable in cash and a target award of 17.5% of annual base salary payable in
Company Common Stock, to be awarded upon the achievement of reasonable
performance goals; provided that the Company may from time to time change the
Program or institute a successor to the Program, so long as the Executive
continues to be eligible to receive bonus awards of percentages of annual base
salary in amounts at least equal to those specified as in effect on the date
hereof.
(ii) Stock Option Plan–
Executive shall be entitled to participate in the Company’s stock option
plan. In accordance with this plan the Board may from time to time, but
without any obligation to do so, grant stock options to the Executive upon
such
terms and conditions as the Board shall determine in its sole discretion.
If the Company no longer has a class of stock publicly-traded by reason of
a
Change in Control of the Company, as defined in Section 6.3, the Company’s
obligation under this Section 4.3 will be satisfied through options granted
by
the issuer with public stock then in control of the Company.
4.4
You will be granted
an initial stock option award of 600,000 shares of the
Company’s common stock at an exercise price based on the closing price of the
Company’s common stock on your commencement date. This initial stock
option award will be vested as described below.
From the date of the stock option grant,
there will be no vesting during the initial twelve months. Upon the
twelve-month anniversary of the stock option grant, 25% of the options will
vest; thereafter, the remainder will vest at a rate of 2.0833% per month.
The stock option grant is subject to the terms set forth in the 2006 Equity
Incentive Plan and the Company’s standard stock option agreement as it may be
amended from time to time. Vested stock options may be exercised at any
time, with the stock options to expire the earlier of ten (10) years after
grant
date, or upon the terms of this agreement.
4.5
As an inducement to serve as Executive Vice President – Operations for the
Company, the Executive will receive a one time payment (“Signing Bonus”) of One
Hundred Thousand Dollars ($100,000) upon the first day of employment or shortly
thereafter. The Signing Bonus is subject to federal, state, and local tax
withholding requirements.
4.6
If the Executive is prevented by disability, for a period of six consecutive
months, from continuing fully to perform his obligations hereunder, the
Executive shall perform his obligations hereunder to the extent he is able
and
after six months the Company may reduce his annual base salary to reflect the
extent of the disability; provided that in no event may such rate, when added
to
payments received by him under any disability or qualified retirement or pension
plan to which the Company, Affiliate, or Executive contributes or has
contributed, be less than $200,000. If there should be a dispute about the
Executive’s disability, disability shall be determined by the Board of Directors
of the Company based upon a report from a physician, reasonably acceptable
to
the Executive, who shall have examined the Executive. If the Executive
claims disability, the Executive agrees to submit to a physical examination
at
any reasonable time or times by a qualified physician designated by the
President and Chief Executive Officer of the Company and reasonably acceptable
to the Executive. Notwithstanding any provision in this Section, the
Company shall not be obligated to make any payments to Executive on account
of
disability after the expiration of this Agreement.
5.
Executive Benefits
The
Executive shall be entitled to participate in all “employee pension benefit
plans,” all “employee welfare benefit plans” (each as defined in the Employee
Retirement Income Security Act of 1974) and all pay practices and other
compensation arrangements maintained by the Company, on a basis at least as
advantageous to the Executive as the basis on which other executive employees
of
the Company are eligible to participate and on a basis at least as advantageous
to the Executive as those currently in effect on the date hereof. Executive
shall, during the term of his employment hereunder, continue to be provided
with
such benefits at a level at least equivalent to the initial benefits provided
or
to be provided hereunder. Without limiting the generality of the
foregoing, the Executive shall be entitled to the following employee benefits
(collectively, with the benefits contemplated by this Section 5, the
“Benefits”):
5.1
The Executive and Executive’s dependents shall participate, at their option in
any medical insurance plans and programs comparable in scope to the coverage
afforded on the date hereof, with only such contribution by the Executive toward
the cost of such insurance as may be required from time to time from other
executive officers of the Company. If a Change in Control of the Company, as
defined in Section 6.3, shall have occurred, the Company may not change the
carriers providing medical insurance immediately before the change without
the
consent of the Executive, which consent will not be unreasonably withheld.
5.2
Life Insurance. Executive shall be entitled to group term life insurance
coverage of an amount equal to no less than $300,000, all premiums being paid
by
the Company.
5.3
Long-Term Disability Insurance. The Company shall maintain in effect long
term disability insurance providing Executive in the event of his disability
(as
defined in Section 4.4 hereof) with compensation annually equal to at least
$200,000.
5.4
The Executive shall be entitled to paid time off (“PTO”) of no less than thirty
nine (39) days each year. Such PTO shall be accrued and taken in
accordance with the Company’s policies and practices, as they may exist from
time to time.
5.5
The Company shall reimburse the Executive from time to time for the reasonable
expenses incurred by the Executive in connection with the performance of his
obligations hereunder.
5.6
During such times as the Company is eligible and financially qualified to obtain
the same, the Company shall maintain directors and officers’ liability insurance
applicable to the Executive in amounts established by the Board of
Directors.
5.7
Relocation. In lieu of relocation
to the Dallas metroplex, the Company
agrees to reimburse Executive for reasonable travel expenses between Wynnewood,
Pennsylvania and Addison, Texas based upon an agreed upon commuting
schedule. In the event that Executive decides to relocate to the
<?xml:namespace prefix = st1 ns =
"urn:schemas-microsoft-com:office:smarttags" />Dallas metroplex during his
employment, the Company will reimburse the Executive for reasonable moving
and
relocation expenses based upon the Company’s approval. The Executive and
Company will agree on those relocation and moving expenses to be reimbursed
prior to the Executive’s relocation. Executive will be required to provide
receipts and documentation to the Company for all amounts reimbursed.
Notwithstanding
the foregoing, the Company may from time to time change or substitute a plan
or
program under which one or more of the Benefits are provided to the Executive,
provided that the Company first obtains the written consent of the Executive,
which the Executive agrees not unreasonably to withhold, taking into account
his
personal situation.
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6.
Termination Date; Consequences for Compensation and
Benefits
6.1
Definition of Termination Date. The first to occur of the following events
shall be the Termination Date:
6.1.1
The date on which the Executive becomes entitled to receive long-term
disability payments by reason of total and permanent disability;
6.1.2.
The Executive’s death;
6.1.3.
Voluntary resignation after one of the following events shall have occurred,
which event shall be specified to the Company by the Executive at the time
of
resignation: material reduction in the responsibility, authority, power or
duty of the Executive; or a material breach by the Company of any provision
of
this Agreement, which breach continues for 30 days following notice by the
Executive to the Company setting forth the nature of the breach; or the failure
of the Company to obtain an agreement in form and substance reasonably
satisfactory to the Executive from any successor to the business of the Company
to assume and agree to perform this Agreement (“Resignation with Reason”);
6.1.4.
Voluntary resignation not accompanied by a notice of reason described in
Section 6.1.3 (“General Resignation”);
6.1.5
Discharge of the Executive by the Company after one of the following events
shall have occurred, which event shall be specified in writing to the Executive
by the Company at the time of discharge:
(i) a
felonious act
(excluding traffic or driving offenses) committed by Executive during his
employment hereunder,
(ii) any
act or
omission on the part of Executive not requested or approved by the Company
constituting willful malfeasance or gross negligence in the performance of
his
duties hereunder,
(iii)
any material breach of any term of this Agreement by the Executive which is
not
cured within 30 days after written notice from the Board to the Employee setting
forth the nature of the breach (“Discharge for Cause”);
For
purposes of this subparagraph (6.1.5), no act or failure to act on the
Executive’s part shall be considered “willful” unless done or omitted to be done
by Executive not in good faith and without reasonable belief that Executive’s
action or omission was in the best interest of the Company.
Notwithstanding the foregoing, Executive shall not be deemed to have been
discharged for Cause unless and until there shall have been delivered to
Executive a copy of a Notice of Termination (as defined below) from the
President and Chief Executive Officer of the Company stating that in his good
faith opinion Executive was guilty of conduct set forth in clauses (i), (ii),
or
(iii) above of this subparagraph (6.1.5) and specifying the particulars thereof
in detail.
6.1.6
Discharge of the Executive by the Company (including but not
limited to the Company’s providing Executive with notice of non-renewal of the
Term under Section 3 hereof) not accompanied by a notice of cause described
in
Section 6.1.5 (“General Discharge”).
For
purposes of this Agreement “Notice of Termination” shall mean a notice which
indicates the specific termination provision in this Agreement relied upon
and
sets forth in reasonable detail the facts and circumstances claimed to provide
a
basis for termination of Executive’s employment under the provision so
indicated. Each Notice of Termination shall be delivered at least sixty
(60) days prior to the effective date of termination.
6.2
Consequences for Compensation and Benefits
(a)
If the Termination Date occurs by reason of disability, death, General
Resignation or Discharge for Cause, the Company shall pay compensation to the
Executive through the Termination Date and shall pay to the Executive all
Benefits accrued through the Termination Date (including but not limited to
reimbursement of all business expenses under Section 5.5), payable in accordance
with the respective terms of the plans, practices and arrangements under which
the Benefits were accrued.
(b)
If the Termination Date occurs by reason of General Discharge or Resignation
with Reason, (i) all stock options held by the Executive shall become
immediately exercisable and shall remain exercisable for two (2) years after
the
Termination Date, (ii) the Company shall continue the health coverage
contemplated by Section 5.1 for a period of one (1) year thereafter, (iii)
the
Company shall engage for the Executive, at the Company’s expense, outplacement
services appropriate to the Executive’s position, for up to twelve months after
the Termination Date, and (iv) the Executive shall be entitled to receive,
within 60 days after the Termination Date, the amount set forth in Section
6.2.1.
6.2.1 The Executive’s annual base salary at the Termination
Date plus the target bonus under Section 4.3(i) for the year in which the
Termination Date occurs, multiplied by one (1) (i.e., 1 times base salary plus
target bonus).
6.3
Change in Control.
In the event of the occurrence of a Change in Control (as defined below), this
Agreement may be terminated by Executive upon the occurrence thereafter of
one
or more of the following events:
1)
Termination by Executive of his employment with the Company may be made
within two (2) years after a Change in Control and upon the occurrence of any
of
the following events:
(a.)
A significant adverse change in the nature or scope of the Executive’s
authorities, powers, functions, responsibilities or duties as a result of the
Change in Control, a reduction in the aggregate of Executive’s existing
base salary and existing Incentive Plan received from the Company, or
termination of Executive’s rights to any existing Executive Benefit to which he
was entitled immediately prior to the Change in Control or a reduction in scope
or value thereof without the prior written consent of Executive;
(b.)
The liquidation, dissolution, merger, consolidation or reorganization of the
Company or transfer of all or a significant portion of its business and/or
assets (by liquidation, merger, consolidation, reorganization or otherwise)
unless the successor or successors to which all or a significant portion of
its
business and/or assets have been transferred (directly or by operation of law)
shall have assumed all duties and obligations of the Company under this
Agreement pursuant to Section 12.5 hereof; or
(c.)
The Company shall relocate its principal executive offices or require Executive
to have as his principal location of work any location which is in excess of
50
miles from the location thereof immediately prior to the relocation date or
to
travel from his office in the course of discharging his responsibilities or
duties hereunder more than thirty (30) consecutive calendar days or an aggregate
of more than ninety (90) calendar days in any consecutive 365-calendar day
period without in either case his prior consent.
(d.)
Failure to elect or re-elect Executive to the office of the Company which
Executive held immediately prior to a Change in Control.
2)
Subsequent to a Change in Control of the Company, the failure by the Company
to
obtain the assumption of the obligation to perform this Agreement by any
successor as contemplated in Section 12.5 hereof or otherwise; or
3)
Subsequent to a Change in Control of the Company, any purported termination
of
Executive’s employment by the company that is not effected pursuant to a Notice
of Termination satisfying the requirement of Section 6.1.5 hereof.
6.3.1
A Change in Control of the Company shall occur upon the first to
occur of the date when (a) a person or group “beneficially owns” (as defined in
Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the
aggregate 50% or more of the outstanding shares of capital stock entitled to
vote generally in the election of the Directors of the Company (b) there occurs
a sale of all or substantially all of the business and/or assets of the
Company.
6.3.2
If a Change in Control of the Company shall have occurred within six (6) months
prior to the Termination Date or the Executive terminates this Agreement under
Section 6.3 the Executive will be entitled to receive, within 60 days after
the
Termination Date, the Executive’s annual base salary at the Termination Date
plus the target bonus under Section 4.3(i) for the year in which the Termination
Date occurs multiplied by one (1) (i.e., 1 times base salary plus target bonus),
all stock options held by the Executive shall become immediately exercisable
and
shall remain exercisable for one (1) year after the Termination Date. The
Company shall continue the health coverage contemplated by Section 5.1 for
a
period of one (1) year thereafter (or provide Executive with reimbursement
for
the cost of continuing coverage under COBRA or of comparable coverage if such
coverage cannot be continued by the Company under its health insurance plan
for
employees).
6.3.3
In the event that it shall be determined that any payment or distribution by
the
Company to or for the benefit of Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (a “Payment”), would constitute an “excess parachute payment” within
the meaning of Section 280G of the Internal Revenue Code, the Company shall
pay
Executive an additional amount (the “Gross-Up Payment”) such that the net amount
retained by Executive after deduction of any excise tax imposed under Section
4999 of the Code, and any federal, state and local income tax, employment tax,
excise tax and other tax imposed upon the Gross-Up Payment, shall be equal
to
the Payment. All determinations to be made under this paragraph shall be
made by the independent public accounting firm used by Company immediately
prior
to the Change in Control event. If any Gross-Up Payment is required to be
made, the Company shall make the Gross-Up Payment within ten days after
receiving the accounting firm’s calculations. Any such determination by
the accounting firm shall be binding upon the Company and Executive, provided
that it is made in good faith, and subject to any manifest errors made in
preparing or communicating the determinations and supporting calculations.
The Gross-Up Payment shall be appropriately adjusted, and any additional amounts
shall be paid to Executive, in any case where the amount of taxes imposed on
Executive shall change as a result of any audit or agreement with the Internal
Revenue Service.
6.4
Liquidated Damages: No Duty to Mitigate
Damages. The amounts payable pursuant to Sections 6.2 and 6.3 shall be
deemed liquidated damages for the early termination of this Agreement and shall
be paid to the Executive regardless of any income the Executive may receive
from
any other employer, and the Executive shall have no duty of any kind to seek
employment from any other employer during the balance of the Term.
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7.
Indemnification
To
the fullest extent permitted by law, the Company shall indemnify the Executive
and hold him harmless from and against all loss, cost, liability and expense
(including reasonable attorney’s fees) arising from the Executive’s service to
the Company or any Affiliate, whether as officer, director, employee, fiduciary
of any employee benefit plan or otherwise.
8.
Agreement Not to Solicit
For
one year following any Termination Date, regardless of the reason, the Executive
shall not solicit any employee of the Company or an Affiliate to leave such
employment and to provide services to the Executive or any business entity
by
which the Executive is employed or in which the Executive has a material
financial interest. Soliciting a former employee of the Company and its
Affiliates to provide such services shall not be a violation of this
Agreement.
9.
Confidential Information, Non-Competition & Conflict of
Interest
Unless
the Executive shall first secure written consent of the Company, the Executive
shall not, at any time, disclose or release any proprietary or confidential
information about the Company or any affiliate, its products and technologies,
either during employment or following termination of employment. During
the Term, the Executive will not be engaged or employed or associated with,
in
any capacity, any other company, or other business entity, which carries on
business whether directly or indirectly in competition with the Company.
Proprietary and/or confidential information shall not include (i) information
known to Executive before he became employed by the Company, (ii) information
in
the public domain or known generally in the industry, and (iii) information
that
is not treated by the Company as confidential or is disclosed by the Company
to
third parties without a duty of confidentiality imposed on such third
parties.
Executive will sign the Company’s
Confidentiality, Inventions, & Non-Competition Agreement and the Company’s
policy statements on (1) Code of Business Conduct and Ethics for Employees,
Executive Officers, and Directors and (2) Xxxxxxx Xxxxxxx & Confidentiality
(collectively “Policies”).
10.
Rules and Regulations
The
Executive shall observe all the Company’s rules, regulations, policies, and
practices as laid down by the Company and as amended from time to time and
provided that they have been delivered in written form to Executive.
The Executive must sign and return the
following Company Policy Statements, which shall all control over this Agreement
if any conflict exists between the Policies and this Agreement:
(i)
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Confidentiality, Inventions, and
Non-Competition Agreement
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(ii)
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Code of Business Conduct &
Ethics
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(iii)
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Whistleblower Policy
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(iv)
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Paid Time Off
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(v)
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Sexual Harassment & Discrimination
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(vi)
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Xxxxxxx Xxxxxxx &
Confidentiality
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(vii)
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Computer, Telephone, &
Email.
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11.
Arbitration
Any
dispute or differences concerning any provision of this Agreement which cannot
be settled by mutual accord between the parties shall be settled by expedited
binding arbitration in Dallas, Texas in accordance with the National Rules
then
in effect of the American Arbitration Association, except as otherwise provided
herein. The dispute or differences shall be referred to a single
arbitrator, if the parties agree upon one, or otherwise to three arbitrators,
one to be appointed by each party and a third arbitrator to be appointed by
the
first named arbitrators; and if either party shall refuse or neglect to appoint
an arbitrator within 30 days after the other party shall have appointed an
arbitrator and shall have served a written notice upon the first mentioned
party
requiring such party to make such appointment, then the arbitrator first
appointed shall, at the request of the party appointing him, proceed to hear
and
determine the matters in difference as if he were a single arbitrator appointed
by both parties for the purpose, and the award or determination which shall
be
made by the arbitrator shall be final and binding upon the parties hereto.
The arbitrator or arbitrators shall each have not less than five (5) years
experience in dealing with the subject matter of the dispute or differences
to
be arbitrated. Any award maybe enforced in any court of competent
jurisdiction. The costs and expenses of such arbitration shall be borne by
the Company. The expenses of any such arbitration shall be paid by the
non-prevailing party as determined by the final order of the arbitrators.
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12.
Miscellaneous
12.1
Notices
All
notices in connection with this Agreement shall be in writing and sent by
postage prepaid first class mail, courier, or telefax, and if relating to
default or termination, by certified mail, return receipt requested, addressed
to each party at the address indicated below:
If
to the Company:
Uluru
Delaware Inc.
0000
Xxxxxxx Xxxxx
Xxxxxxx,
Xxxxx 00000
Attn:
Chief Executive Officer
Copy
To:
Xxxx
X. Xxxxxxxxx III, Esq.,
Xxxxxxx
XxXxxxxxx LLP
000
Xxxxxxx Xxxxxx
Xxxxxx,
XX00000
If
to the Executive:
Renaat
Van den Hooff
000
XxXxxxxxxxx Xxxx Xxxx
Xxxxxxxxx,
XX 00000
Or
to such other address as the addressee shall last have designated by notice
to
the communicating party. The date of giving of any notice shall be the
date of actual receipt.
12.2
Governing Law
This
Agreement shall be deemed a contract made and performed in the State of Texas,
and shall be governed by the internal and substantive laws of the State of
Texas.
12.3
Severability
Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of
this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality
or
unenforceability shall not affect any other provision or in the interpretation
in any other jurisdiction; however, such provision shall be deemed amended
to
conform to applicable laws and to accomplish the intentions of the
parties.
12.4
Entire Agreement; Amendment
This
Agreement constitutes the entire agreement of the parties and may be altered
or
amended or any provision hereof waived only by an agreement in writing signed
by
the party against whom enforcement of any alteration, amendment, or waiver
is
sought. No waiver by a party of any breach of this Agreement shall be
considered as a waiver of any subsequent breach.
12.5
Successors and Assigns
12.5.1
The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure
of the Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle Executive
to
compensation from the Company in the same amount and on the same terms as
Executive would be entitled hereunder if Executive terminated his employment
for
Change of Control. As used in this Section 12.5.1, “Company” shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which executes and delivers the Agreement provided for
in
this Section 12.5.1 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
12.5.2
This Agreement is intended to bind and inure to the benefit of and be
enforceable by
Executive
and the Company, and their respective successors and assigns, except that
Executive may not assign any of his rights or delegate any of his duties without
the prior written consent of the Company.
12.6
Assignability
Neither
this Agreement nor any benefits payable to the Executive hereunder shall be
assigned, pledged, anticipated, or otherwise alienated by the Executive, or
subject to attachment or other legal process by any creditor of the Executive,
and notwithstanding any attempted assignment, pledge, anticipation, alienation,
attachment, or other legal process, any benefit payable to the Executive
hereunder shall be paid only to the Executive or his estate.
IN
WITNESSES WHEREOF, the Company and its officers hereunto duly authorized, and
the Employee have signed and sealed this Agreement as of the date first written
above.
ULURU
DELAWARE INC.,
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Executive
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||||
By:
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/s/
Xxxxx X. Xxxx
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By:
|
/s/
Renaat Van den Hooff
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||
Name:
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Xxxxx
X. Xxxx
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Name:
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Renaat
Van den Hooff
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||
Title:
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President
& CEO
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Title:
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EVP
– Operations
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Date:
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September
25, 2007
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Date:
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September
25, 2007
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