Exhibit 10.(c)(iv)
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of the 31st day of
December, 1996, between NeuroCorp, Ltd. ("Company") and Xxxx X. Itil, an
individual residing at 00 Xxxxx Xxxx. Xxxxx, XX 00000 ("Employee").
RECITALS
1. The Company wishes to secure permanent uninterrupted services of
Employee as President of HZI Research Center, a wholly-owned
subsidiary of NeuroCorp, Ltd. And all of its subsidiaries and
Employee wishes to perform such services for Company on the terms
and conditions hereinafter set forth and for the duration of this
Employment Agreement.
2. Accordingly, the Company and Employee wish to execute this
Employment Agreement.
AGREEMENT
1. Definitions. As used in this Agreement, the terms identified below
shall have the meanings indicated, and variants and derivatives of
the following terms shall have correlative meanings.
"Board" means the Board of Directors of the Company.
"Confidential Information" means, with respect to the affairs of the
Company, any information, data, figures, sales figures, projections, estimates,
customer lists, tax records, personnel history, accounting procedures,
promotions, manuals, procedures, and any writings or conversations concerning
the foregoing.
"Continuation Date" means January 1, 2000.
"Disability" means a physical or mental incapacity which is incurred
by Employee and which would allow Employee to receive benefits under the
Company's long-term disability income plan.
"Effective Date" means January 1, 1997.
"Incapacity" means incapacity due to physical or mental illness
(other than an incapacity which constitutes a Disability), as a result of which
Employee has been receiving payments under the Company's long-term disability
income plan.
"NCL" shall mean NeuroCorp, Ltd.
"Person" means any person (other than Employee), firm, corporation,
partnership, joint venture, or other entity or an affiliated group including any
Person (other than Employee).
2. Permanent Employment. The Company hereby agrees to permanently
employ Employee as President of HZI Research Center, a wholly-owned
subsidiary of NeuroCorp, Ltd. And all of its subsidiaries. Employee
shall devote full time and attention (during normal business hours)
exclusively to the performance of his duties hereunder. Employee
shall perform his duties faithfully, competently, diligently, and to
the best of his ability.
3. Term. The term of this Agreement shall commence on the Effective
Date and continue to the same date in 2000. Following the
Continuation Date, this Agreement shall continue for successive
one-year terms unless the Company provides Employee with written
notice of intent to terminate at least 3 months prior to the end of
the initial three-year term or a subsequent term, or unless
terminated pursuant to Section 6.
4. Compensation. As full compensation for the permanent services of
Employee, Company shall provide Employee with the following salary
and benefits:
a. Base Salary. Base salary at the annual rate of $105,000.00. Payments
shall be made in semi-monthly installments in arrears.
b. Incentive Compensation Bonus. Employee shall be entitled to receive
an incentive compensation bonus, based on performance, during the
term of this agreement pursuant to an annual executive incentive
plan to be developed by the Company. Because of the need to generate
profits as a publicly-traded corporation and to get away from the
perception that our salary structure depends on investment money, we
need to be sure that each division is bringing in enough revenues to
cover all of its direct and indirect expenses. So, in order to
justify the level of income that is the subject of this agreement,
the Executive Committee reserves the right to reduce the base salary
by up to 10% for failure to meet the above-stated goals. It is
contemplated that the first review will be done after a 6 month
period from the effective date of this agreement.
c. Expenses. Reimbursement for necessary and reasonable business
expenses incurred by Employee in his employment as defined by
Company policy.
d. Fringe Benefits. Participation in all employee benefit plans and
arrangements commensurate with Employee's position and length of
service which are presently or hereafter made generally available to
key employees of the Company under the Company's Employee Benefit
Policy.
e. Stock Options. Qualified stock options for purchase of common stock
may be awarded under the Company's Employee Stock Option Plan by the
Compensation
Committee in recognition of outstanding performance.
5. Termination. This Agreement and Company's unaccrued obligations
hereunder shall terminate as follows:
a. Death. Upon death of Employee.
b. Incapacity. If, as a result of Employee's incapacity due to
physical or mental illness, Employee shall be absent from his
duties hereunder for three (3) consecutive months, and if,
within 30 days after written notice of the Company's intention
to terminate this Agreement, Employee shall not return to the
satisfactory performance of his duties on a full-time basis,
Company may terminate this Agreement for "Incapacity".
c. For Cause. "Cause" means (i) the willful and continued failure
by Employee to substantially perform his duties hereunder;
(ii) any willful, intentional, or grossly negligent act by
Employee having the demonstrable effect of substantially
injuring the reputation or business of the Company; or (iii)
conviction of Employee of any crime which constitutes a
felony. The Executive Committee of the Company shall be
responsible for making a determination under this paragraph.
d. Notice by Employee. Upon three months written notice by
Employee to Company.
6. Compensation upon Termination of During Incapacity. During any
period that Employee fails to perform his duties as a result
of Incapacity, Company shall continue to pay base salary (and
Employee shall be entitled to all other benefits and
provisions under this Agreement) at the rate in effect at the
commencement of such Incapacity until this Agreement is
terminated pursuant to Section 5(b); provided, however, that
the obligations of Company under this Section 6 shall be
reduced by the amount of any disability income insurance
payments or Workers' Compensation payments Employee may
receive during Incapacity under any state plan or policy
carried by the Company of which Employee is beneficiary. Upon
termination of employment under this section, this Agreement
shall terminate and Company shall have no further obligation
to Employee except to the extent Employee is otherwise
entitled to any accrued payments or benefits hereunder or
under any benefit plan or program of Company.
7. Indemnification. The Company shall indemnify Employee to the
maximum extent permitted by applicable law, during and after
the termination of his employment, against all judgments,
settlement payments, costs, attorney fees, and other
reasonable expenses incurred by him in connection with the
defense of any action, suit, or proceeding, arising from
events before or
during the term of his employment to which he has been made a
party because of the performance of his duties under this
agreement. This right of indemnification shall be in addition
to any rights that he may otherwise be entitled to under the
bylaws of the Company or otherwise, but shall exclude acts of
willful misconduct or gross negligence by Employee, upon such
finding in a final judgment by a court of competent
jurisdiction.
8. Cooperation with Employer. Following any termination of this
Agreement, Employee shall fully cooperate with Company in all
matters relating to the winding up of his pending work on
behalf of the Company and to the orderly transfer of any such
pending work to other employees of Company as may be
designated by Company.
9. Intellectual Property Rights. All right, title and interest of
very kind and nature whatsoever, whether now known or unknown,
in and to any intellectual property, including any inventions,
patents, trademarks, copyrights, films, scripts, ideas, plans,
creations and properties invented, created, written,
developed, furnished, produced or disclosed by Employee, in
the course of rendering Employee's services to Company under
this Agreement shall, as between the parties hereto, be and
remain the sole and exclusive property of Company for any and
all purposes and uses whatsoever, and Employee shall have no
right, title, or interest of any kind or nature therein or
thereof, or in and to any results and proceeds therefrom.
10. Non-compete. In the event of termination of this Agreement
pursuant to Section 5 above, Employee will not, for a period
of one year from the effective date of such termination,
engage, directly or indirectly, in any capacity (whether as
officer, director, stockholder, partner, associate, employee,
consultant, owner or otherwise) or have an interest in, or be
associated with any business in competition with Company or
any of its subsidiaries.
11. Return of Property. Upon termination of this Agreement,
regardless of how termination may be affected, Employee of his
estate shall immediately turn over to Company all of Company's
property, including all items used by Employee in rendering
services hereunder or otherwise, which may be in Employee's
possession or under his control.
12. Governing Law. This Agreement is made and entered into in the
State of New York, and the laws of New York shall govern its
validity and interpretation and the performance by the parties
hereto of their respective duties and obligations hereunder.
13. Entire Agreement. This instrument contains the entire
agreement of the
parties. It may not be changed orally but only by an agreement
in writing signed by both parties.
14. Notices. Any notice, request, demand or other communication
hereunder shall be in writing and shall be deemed bo be duly
given when personally delivered to an officer of Company or to
Employee, as the case may be, or when delivered by certified
mail (return receipt requested) at the following address:
To Company: To Employee:
Xx. Xxxxx M. Itil Xxxx X. Itil, Ph.D.
Chairman of the Board 00 Xxxxx Xxxx.
NeuroCorp, Ltd. Xxxxx, XX 00000
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
15. Section Headings. Section and other headings contained in this
Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
16. Attorney Fees. In the event of any litigation arising out of
this Agreement, the non-prevailing party will pay the expenses
of the prevailing party, including, without limitation,
reasonable attorney fees.
17. Partial Invalidation. Should any valid federal or state law or
final determination of any administrative agency or court of
the competent jurisdiction affect any provision of this
Agreement, the provision or provisions so affected shall be
automatically conformed to the law or determination and
otherwise this Agreement shall continue in full force and
effect.
18. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns
(including successive, as well as immediate, successors and
assigns) of the Company. The obligations of this Agreement may
not, however, be transferred by the Company without the
consent of the Employee, and subject to the following
sentence. If the Company transfers to any other Person
substantially all of its business and assets by merger,
consolidation, sale of assets or otherwise, the Company must
transfer its obligations hereunder to such other Person and
such other Person must accept such transfer and assume the
obligations of the Company imposed hereby. Company shall
notify Employee in writing within the thirty (30) day period
following any transfer of business and assets that the
transferee has accepted the transfer and assumption of the
Company's obligations under this Agreement. This Agreement
shall insure
to the benefit of and be binding upon the heirs and assigns
(including successive, as well as immediate, assigns) of
Employee. The rights of Employee under this Agreement may be
assigned only to his personal representative or by Will or
pursuant to applicable laws of descent and distribution. If
Employee should die while any amount would still be payable to
Employee under this Agreement if Employee had continued to
live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with this Agreement to Employee's
personal representative or by Will or pursuant to applicable
laws of descent and distribution.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed to be effective as of the Effective Date.
WITNESS: NEUROCORP, LTD.
__________________________________ by: _________________________________
Its: ________________________________
EMPLOYEE:
__________________________________ _____________________________________
Xxxx X. Itil, Ph.D.
