EMPLOYMENT AGREEMENT
AGREEMENT dated as of January 1, 1997 between UNIVEC, Inc., a Delaware
corporation (the "Company"), having its principal office at 000 Xxxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxx Xxxx 00000, and Xxxx Xxxxxxxxxx, an individual (the "Employee")
residing at 0 Xxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000.
WHEREAS, the Employee has been employed by the Company as Chairman of
the Board and Chief Executive since August 1992;
WHEREAS, the Company desires to continue the employment of the Employee
and Employee agrees to continue his employment with the Company on the terms and
conditions herein provided;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Employment and Duties. During the term of this Agreement, the
Employee shall serve as the Company's Chairman of the Board and Chief Executive
Officer, and in such capacity shall be the principal executive officer of the
Company.
2. Term. Subject to the termination provisions of Section 5 hereof,
Employee's employment by the Company hereunder is for a term commencing on the
date hereof and ending on March 28, 2000 (the "Employment Term").
3. Compensation. During the Employment Term, the Company shall pay the
Employee for his services hereunder at a base salary of $192,000 per annum. The
base salary shall
be paid to the Employee in appropriate installments in accordance with the
Company's usual and customary payroll practices for its executive officers.
4. Benefits. During the term hereof, the Company shall continue to
reimburse the Employee for automobile lease payments under the vehicle lease
with Jaguar Credit Corporation (Lease No. 01-0002-432658) (the "Vehicle Lease")
or alternatively, to provide the Employee with an automobile allowance of
$10,800 per annum. If at the expiration of the Vehicle Lease the Employee elects
to exercise the purchase option set forth therein, the Company will pay the
Employee an amount equal to the fair market value of the leased vehicle so as to
enable him to exercise said purchase option. The Company also will provide the
Employee during the term hereof with life, disability and health insurance
benefits with coverages no less favorable than those in effect on the date
hereof. Employee also shall be entitled to participate in any and all benefit
plans of the Company made available to executive officers of the Company. The
Company also shall make available to the Employee a membership in a country
club.
5. Reimbursement. During the Employment Term, the Company shall
reimburse the Employee for all reasonable and necessary business expenses
incurred and paid directly by him in the performance of his duties hereunder,
upon submission to the Company of reasonably detailed expense reports and
appropriate vouchers and/or receipts prepared in accordance with the applicable
provisions and regulations of the Internal Revenue Code of 1986, as amended.
6. Termination. Notwithstanding any provision of this Agreement to the
contrary, the Employee's employment hereunder shall terminate immediately upon
the death of the Employee. Except as otherwise specifically provided herein or
as accrued for services performed
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through the date of termination, all of Employee's rights to compensation
hereunder shall cease to exist effective upon the date of termination.
7. Developments. The Employee agrees promptly to disclose in writing to
the Company any invention or discovery made by him during his employment with
the Company, whether during or after working hours, that relates to (i) any
disposable medical devices for drug delivery, including but not limited to
hypodermic needles, (ii) inventions developed for the Company through projects
participated in by Employee and (iii) processes, including equipment used to
produce items covered by clauses (i) and (ii) (the items referred to in clauses
(i), (ii) and (iii) being hereinafter referred to collectively as "Covered
Inventions"), and such inventions and discoveries shall be the Company's sole
property. Upon the Company's request, whether during or after the term of his
employment, Employee shall execute and assign to the Company all applications
for letters patent and copyrights of the United States and such foreign
countries as the Company may designate relating to Covered Inventions, and
Employee shall execute and deliver to the Company such other instruments as the
Company deems necessary to vest in the Company the sole ownership of all
exclusive rights in and to such inventions and discoveries, as well as the
patents and/or copyrights. If services in connection with applications for
patents and/or copyrights are performed by Employee at the Company's request
after the termination of his employment, the Company shall pay him reasonable
compensation for such services rendered after termination of this Agreement.
8. Non-Competition. During the Employment Term and for a period of
twelve (12) months after the termination of this Agreement, however occasioned,
Employee shall not within the United States, Canada, Mexico or Japan, directly
or indirectly, as principal, agent, stockholder, joint venturer, investor,
employee, consultant, officer, director, partner, adviser, guarantor or in any
other
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capacity, render services or provide advice relating to, or otherwise engage in
or assist others in engaging in, any Competitive Business, or own or control any
interest in any entity which is so engaged. As used herein, "Competitive
Business" means the design, manufacture, marketing, sale or distribution of any
Covered Inventions. Anything to the contrary in the foregoing notwithstanding,
(A) if at the expiration of the term hereof, the Company does not offer to
extend the term of the Employee's employment with the Company, whether pursuant
to a written employment agreement or otherwise, on terms not less favorable to
the Employee than those set forth herein, then the restriction set forth above
shall not apply following the expiration of the term of this Agreement, and
(B) Employee may own, beneficially or legally, up to one percent (1%) of the
outstanding securities of any organization registered under Section 12 of the
Securities Exchange Act of 1934, as amended, or which are otherwise publicly
traded.
9. Non-Solicitation. The Employee agrees that he will not during the
term of this Agreement and for a period of one (1) year following the
termination of his employment with the Company for any reason, directly or
indirectly, solicit or contact any employee of the Company with a view to
encouraging such employee to leave the employ of the Company for the purpose of
being hired by him, or any employer affiliated with him, or any competitor of
the Company.
10. Confidentiality. Executive agrees that he will not, during the term
of this Agreement and thereafter, use or disclose to any individual, firm,
corporation, partnership, business trust, or other business entity (any of the
foregoing being hereinafter referred to as a "Person") any confidential or
proprietary information of the Company for any reason or purpose whatsoever, nor
shall he make use of any such confidential or proprietary information for his
own purpose or for the benefit of any Person other than the Company, including
but not limited to any and all patents
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(issued or pending), designs, drawings, blueprints, manufacturing processes,
specifications, test data, graphics, charts and all other technical information,
currently in existence or subsequently developed, relating to the Company's
research and development activities and marketing strategy, or information
relating to the Company's costs, pricing practices, customer lists or financial
data; except that nothing herein shall be construed to prohibit him from
complying with legal process or using or disclosing such information if it shall
have become public knowledge other than by or as a result of disclosure by a
Person not having a right to make such disclosure.
11. Specific Performance. Employee acknowledges that the covenants set
forth in Paragraphs 7, 8, 9 and 10 are reasonable and necessary for the
protection of the Company and that his violation of any of the such provisions
shall cause the Company immediate and irreparable harm and he agrees that in
such event, an injunction restraining him from such violation or threatened
violations may be entered against him in addition to any other remedy available
to the Company. Employee waives any right which he may otherwise have to assert
in any such proceeding that the Company has an adequate remedy at law.
12. Assignment. This Agreement shall be binding and inure to the
benefit of the Company, its successors and permitted assigns and to the
Employee, his heirs and personal representatives. However, neither this
Agreement nor any of the rights of the parties hereunder may be transferred or
assigned by either party hereto, except that if the Company merges or
consolidates with or into or sells or otherwise transfers substantially all its
assets to another corporation which assumes the Company's obligations under this
Agreement, the Company may assign its rights hereunder to that corporation. Any
other attempted transfer or assignment in violation of this
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paragraph shall be void. Since this is a contract for personal services, only
the Employee is deemed capable of performing the services contemplated
hereunder.
13. Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. Any waiver of any
breach of any provision of this Agreement shall not constitute a waiver of any
other breach of such provision or any other provision hereof.
14. Notices. Any demand, notice or other communication under this
Agreement shall be in writing and shall be deemed duly given, and received by
the addressee at the address stated above (or at such other address as may be
specified by a party in a written notice delivered in accordance with the
provisions of this Paragraph) upon receipt, duly evidenced if (i) mailed by
certified or registered mail, return receipt requested, with postage prepaid
(ii) deposited with a recognized overnight courier service such as Federal
Express, UPS or Express Mail, (iii) by hand delivery, or (iv) upon the receipt
of actual written notice.
15. Indemnification. Employee shall be entitled throughout the term of
this Agreement and thereafter to indemnification in respect of any actions or
omissions as an officer of the Company (or any successor pursuant to Paragraph
11 hereof) to the fullest extent permitted by the Delaware General Corporation
Law or other applicable law.
16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties as of the date hereof with respect to Employee's employment
by the Company, superseding all prior or contemporaneous understandings or
agreements, oral or written. This Agreement may not be modified or amended,
except by subsequent written agreement of the parties which
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specifically states that it is intended to be a modification, amendment or
supplement to this Agreement, and is signed by all of the parties hereto. No
course of dealing or custom shall be referred to as modifying any of the terms
and conditions of this Agreement.
17. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York applicable to contracts
made and to be performed wholly within that State, and any action, suit or
proceeding which shall be permitted by this Agreement, or by action of law,
shall be commenced in any court having jurisdiction in New York County, or in
the United States District Court for the Southern District of New York, and the
parties hereto hereby waive any objection to jurisdiction or venue in any such
action, suit or proceeding commenced in such courts.
18. Arbitration. Except as specifically provided in Paragraph 11 of
this Agreement, any and all claims, disputes and other matters in question with
respect to, arising out of, under or in connection with this Agreement,
including without limitation, the validity, interpretation, performance and
breach hereof, or the rights and privileges provided by, or responsibilities and
obligations under this Agreement, shall be finally decided by arbitration in the
City of New York before three (3) arbitrators in accordance with the Rules of
the American Arbitration Association then in effect, unless the parties mutually
agree otherwise. This Agreement to arbitrate shall be specifically enforceable
under the prevailing arbitration law. The award rendered by the arbitrators
shall be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof. The parties agree that
the arbitrators will have full authority to award the costs of the arbitration,
including attorneys' fees.
19. Severability. In the event any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render
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unenforceable any other provision hereof. Such invalid or unenforceable
provision shall be amended, if possible, in order to accomplish the purposes of
this Agreement.
20. Headings. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed to
be a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
UNIVEC, INC.
By: /s/ Xxxx X. Gold
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Xx. Xxxx X. Gold
President
/s/ Xxxx Xxxxxxxxxx
---------------------------
Xxxx Xxxxxxxxxx
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