EXHIBIT 10.01
AGREEMENT
THIS AGREEMENT, made as of the 26th day of November, 2002 by and between
Derma Sciences, Inc., a business corporation organized under the laws of the
Commonwealth of Pennsylvania ("Employer"), and Xxxxxx X. Xxxx ("Employee").
WHEREAS, Employee will be employed by Employer as its Vice President -
Sales and Marketing, and
WHEREAS, the parties desire to memorialize the terms and conditions of
Employee's employment by Employer,
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants herein contained, hereby agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee, and Employee agrees to be
employed by Employer, as Employer's Vice President - Sales and Marketing upon
the terms and conditions hereinbelow set forth.
2. TIME AND EFFORTS. Employee will devote substantially all of his business
time and efforts to his duties hereunder.
3. COMPENSATION. During the Term hereof Employer shall pay compensation to
Employee as follows:
(a) Base compensation at the rate of One Hundred Fifty Five Thousand
($155,000) per year;
(b) Bonus, stock options and/or such other incentive compensation as
may be determined by Employer's board of directors upon recommendation of
its compensation committee.
Reviews by the compensation committee of Employee's base compensation and
incentive compensation shall be undertaken not less often than annually. The
principal criteria utilized by the compensation committee in the conduct of its
reviews shall be the extent to which Employer attains its performance objectives
and the extent of Employee's contributions thereto.
4. FRINGE BENEFITS. Employee shall receive a vehicle allowance, together
with medical, disability and group term insurance in accordance with Company
policies as from time-to-time established.
5. TERM. This Agreement shall be effective as of January 1, 2003 and shall
expire on December 31, 2003 unless renewed or extended by mutual agreement of
the parties hereto. Provided, however, this Agreement shall automatically renew
for successive one-year periods unless, not later than ninety (90) days prior to
the end of a given Term hereof, Employer or Employee serves written notice upon
the other party of its/his intention not to renew this Agreement.
6. SEVERANCE. Upon the failure by Employer, on or prior to each anniversary
hereof, to extend to Employee its offer to renew this Agreement for the
succeeding twelve month period, and provided only that Employer's failure to
renew this Agreement is "without cause," Employer shall pay to Employee
severance compensation in the amount of one year's base compensation at the rate
most recently in effect pursuant to paragraph 3(a) hereof.
7. CHANGE IN CONTROL. Within six months of the occurrence of a "change in
control" of Employer (defined below), Employee may, but shall have no obligation
to, tender his resignation from Employer and receive severance compensation as
provided in paragraph 5 above to the same extent as if Employer failed to renew
this Agreement "without cause." For purposes of this paragraph, a "change in
control" shall mean a change in ownership of stock possessing greater than fifty
percent (50%) of the total combined voting power of all classes of stock
entitled to vote of Employer.
IN WITNESS WHEREOF, this Agreement has been executed by Employee and
Employer as of the date first hereinabove written.
EMPLOYER:
DERMA SCIENCES, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President and Chief Executive Officer
EMPLOYEE:
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
