EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the
“Agreement”)
made this ___ day of __________ 2010 by and between Protect
Pharmaceutical Corporation, a Nevada corporation with offices in
__________, New Jersey (the “Company”) and Xxxx
Xxxxxxx, an individual residing in __________, New Jersey [“Employee”). Company and Employee collectively referred
to herein as Parties.
WHEREAS, Employee and Company desire to memorialize
their understandings with respect to the employment of Employee by Company.
NOW THEREFORE, in view of the
foregoing; and in further consideration of the mutual promises hereinafter set
forth, the parties hereto do hereby agree as follows:
ARTICLE
1. EMPLOYMENT
Company agrees to employ Employee and Employee agrees to serve Company during the term of
employment described in Article 2 hereof, which term may be extended pursuant to
the terms described therein, and pursuant to the terms and in the capacities
described herein.
ARTICLE
2. TERM
This Agreement shall continue for a
period of three (3) years (“Term”)
from the date of this Agreement and shall be
automatically renewed and extended, unless on or before 90 days prior to the
conclusion of the Term
or any extended thereof, Company or Employee gives written notice
to the other of its intention not to extend the Term, which will otherwise be
automatically extended for further periods of one (1) year
each. Company
shall endeavor to provide notification to Employee that the Term has been so extended, but
the failure to provide such notice shall not limit the rights of the parties
under this section.
ARTICLE
3. DUTIES, POSITION AND DEFINITIONS
(a) Full
Time. Employee shall devote his full
business time and best efforts to the business and affairs of Company and shall not be
otherwise gainfully employed except as previously disclosed to Company. Employee may have other
business investments and participate in other business ventures which may, from
time to time, require minor portions of Employee’s time, but which
shall not interfere or be inconsistent with Employee’s duties hereunder
and Employee may devote
a reasonable amount of time to attending to investments and the
like.
(b) Position. Employee shall serve as Company's Chief Executive
Officer.
(c) Duties –
General Description. Employee has extensive
experience as a manager in the Company's
industry. Based upon this experience, Employee shall perform various
services for the Company
as are customary in the industry and as directed from time to time by Company’s Board of Directors,
and as set forth in Exhibit
“1”, annexed hereto and by this reference made a part
hereof.
(d) Reporting. Employee shall report as
requested to the Board of Directors of Company.
(e) Location. Employee shall be based at the
Company’s principal
place of business in West Xxxxxxxx, New Jersey.
(f) Territory. Employee’s geographic area of
responsibilities shall be as determined by Company’s
business.
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ARTICLE
4. COMPENSATION
(a) Salary. During
the Term hereof, Company shall pay to Employee on a bi-weekly basis
or per the regular pay period of established by the Company, an annual salary of
to be determined by the Board of Directors, which salary will be subject to a
yearly review by the Company’s Board of
Directors. Performance bonuses may be paid to Employee from time to time as
may be determined by the Board of Directors and the compensation committee
thereunder.
(b) Common
Stock. Upon the execution of this Agreement and in consideration
for Employee services
rendered in connection with the acquisition of certain patents and related
technology and other services performed for Company’s benefit, Company agrees that it will
cause to be issued to Employee a total of five
million (5,000,000) shares of the Company’s authorized, but
previously unissued common stock.
(c) Future
Payments of Common Stock. Company also agrees that it
will cause to be issued to Employee additional shares of
the Company’s
authorized, but previously unissued common stock upon Employee achieving the
following funding thresholds and the Company realizing funding from
Employee’s efforts as
set forth below:
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(i)
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One
million five hundred thousand (1,500,000) shares of Company common stock
upon the initial financing for the Company of
$2,000,000.
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(ii)
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One
million five hundred thousand (1,500,000) shares of Company common stock to
be issued to Employee upon the
closing of a “pharma deal” that involves either (x) a licensing deal for
one or more of the Company’s patents, technologies or products, or (y) a
development deal with research and development expenses covered; the value
of either “pharma deal” to be a minimum of
$3,000,000.
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(d) Restricted Securities. All shares of Company common stock to be issued to Employee hereunder shall be deemed “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, and are being issued pursuant to an exemption or exemptions from such Act. Employee acknowledges that the subject shares of common stock may not be sold or otherwise transferred except pursuant to an appropriate registration statement under the Securities Act of 1933 or in reliance upon an exemption to registration under that Act.
ARTICLE
5. REIMBURSEMENT OF EXPENSES
Employee is authorized to
incur reasonable expenses for performing duties pursuant to this Agreement and promoting the
business of Company,
which expenses shall be limited to travel, entertainment and like
expenses. All expenses shall be itemized by Employee on a standard Company form together with
proof of the expenses and furnished to Company's Treasurer and/or
Board of Directors and Employee shall, upon such
itemization, proof and approval by Company, be reimbursed by
Company within two (2)
weeks after submittal by Employee.
ARTICLE
6. VACATIONS
Employee shall be entitled
each year to a paid vacation of not in excess of ________ weeks. Any
past vacation accruals not used during the calendar year earned shall be
forfeited.
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ARTICLE
7. BENEFITS
Employee shall be entitled to
the specific benefits listed on the Article 20, Schedule
of Benefits herein and to such other fringe benefits as Company may generally extend
to executive employees of Company, including health and
hospitalization for Employee.
ARTICLE
8. BONUS
During the term of this Agreement, Company shall pay to Employee an annual Bonus in
cash and/or stock options, which Bonus is to be determined by the Compensation
Committee of the Company's Board of Directors
and in accordance with bonuses paid to Company executive management
generally.
ARTICLE
9. TERMINATION
Except as set forth below, Employee's employment
hereunder may be terminated by Company only for just
cause. Just cause shall include (i) Employee's unexplained absence
for a period of five (5) days excluding absence resulting from injury or
illness; (ii) Employee's
failure to diligently perform the duties described herein and other
responsibilities from time to time assigned by Company to Employee within the scope of
his work; (iii) any breach by Employee under the terms of
this Agreement that is not cured within fourteen (14) days after notice; and
(iv) any act by Employee
of dishonesty, disloyalty or bad faith or any material action or series of
actions which are contrary to the interest of the Company, that is not cured
within fourteen (14) days after notice. Company may terminate this
Agreement (and be relieved of all further liability hereunder) at any time after
Employee shall be absent
from his employment, without explanation, for a continuous period of more than
ten days (10) or for a non-continuous period of thirty (30) days during any
three (3) year period during the Term, excluding that created by injury or
illness. Employee shall have the right
to terminate his employment by giving Company thirty (30) days prior
written notice.
ARTICLE
10. WARRANTY REPRESENTATION AND INDEMNIFICATION
Employee represents he is not
presently a party to any prior agreement or understanding with a former employer
or with any other person or business or any other legal restriction or
obligation which would in any manner prohibit, impede, or hinder Employee’s employment with or
performance of Employee’s duties in the
course of employment by Company, except as may be
otherwise disclosed in writing to the Company and included as an
attachment hereto. Employee agrees that if the
Company becomes a party
to any legal action resulting from a breach of this provision, Employee shall indemnify the
Company for any and all
costs of defending such action, including attorneys’ fees.
ARTICLE
11. CONFIDENTIAL INFORMATION
Employee agrees Company’s patents,
technologies, products, services, production techniques, product and service
development, operating procedures, pricing structure, customer requirements,
customer lists, “know-how”, “show-how”, marketing, and certain other information
(collectively “Company
Confidential Information”) are proprietary and confidential and are the
property of Company. Employee further agrees that
in order to enable Company to perform services
for its customers, such customers may furnish to Company, confidential
information concerning their business, property, methods of
operation, or other data (“Customer
Confidential Information”). Employee agrees the goodwill
of Company depends upon,
among other things, the Company, Employee and its other
employees protecting such Confidential Information.
Company and Customer Confidential
Information collectively referred to in this Agreement as “Confidential
Information”.
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ARTICLE
12. NON-DISCLOSURE
Employee agrees that, except
as directed by Company,
Employee will not at any
time, whether during or after his employment with Company, disclose to any party
or person or use any Confidential Information, or
permit any person to examine and/or make copies of any documents which contain
or are derived from Confidential Information,
whether prepared by Employee or otherwise coming
into Employee's
possession or control, without the prior written permission of Company; unless such Confidential Information comes
into the public domain through no action of Employee.
ARTICLE
13. POSSESSION
Employee agrees that upon
request by Company, and
in any event upon termination of employment, Employee shall turn over to
Company any and all
documents, papers or other material in his possession (in any format) or under
Employee’s control which
may contain or be derived from Confidential Information,
together with all documents, notes or other work product (in any format) which
is connected with or derived therefrom in Employee's
possession. Employee agrees he shall have
no proprietary interest in any work product, inventions, patents, or property,
developed or used by Employee and/or arising out of
his employment by Company. Employee shall, from time to
time, as may be requested by Company, do all things which
may be necessary or appropriate to establish or document Company's ownership of any
such work product, property, patents, and inventions, including, but not limited
to, execution of appropriate assignments.
ARTICLE
14. ENFORCEABLILITY
The provisions of this Agreement shall be enforceable
notwithstanding the existence of any claim or cause of action of Employee against the Company, whether predicated on
this Agreement or
otherwise.
ARTICLE
15. WAIVER
The failure of either party to require
the performance of any term or condition of this Agreement, or the waiver by
either party of any breach of the Agreement shall not prevent a
subsequent enforcement of any such term or any other term nor be deemed to be a
waiver of any subsequent enforcement.
ARTICLE
16. ASSIGNMENT
Employee recognizes the Company is contracting for his
personal services and therefore Employee shall not assign any
of his duties, and any attempted or purported assignment shall be null and
void. Notwithstanding the foregoing Employee may delegate certain
of his responsibilities to subordinates employed by the Company, provided Employee shall have overall
responsibility for the performance of such subordinates.
ARTICLE
17. GOVERNING LAW
The Agreement shall be governed by
and construed in accordance with, the laws of the State of New Jersey and the
parties agree to be personally bound by the decisions, rulings and/or judgments
relating thereto issued by the courts of the State of New Jersey.
ARTICLE
18. ENTIRE AGREEMENT AND NOTICES
This Agreement contains the entire
agreement of the parties relating to the subject matter hereof. This
Agreement may be
modified only by an instrument in writing signed by both Parties. Any
notice to be given under this Agreement shall be sufficient
if it is in writing and is sent by certified mail to Employee at his residence
address as the same appears on the books and records of the Company, or to the Company at its principal
office, attention of the Board of Directors, or otherwise as directed by the
Company, from time to
time. The provisions of this Agreement relating to
confidentiality, non-disclosure, non-competition and non-solicitation contained
in Articles 13, 14, 15, 16, 17, 18, 19 and 20 shall survive the termination of
employment unless such termination is caused by the Company without just
cause.
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ARTICLE
19. ARBITRATION
Any disputes under this Agreement shall
be settled by arbitration before the American Arbitration Association in
____________, New Jersey, in accordance with the Commercial Rules then existing.
Any judgment and/or award issued by such American Arbitration Association shall
be binding upon the parties hereto and may be entered in any court of competent
jurisdiction.
ARTICLE
20. SCHEDULE OF BENEFITS
Group Health Insurance for Employee –
Paid by the Company.
401K Plan, when established (with
employer and/or employer contributions per company policy).
ARTICLE
21. SUPERCEDURE
This Agreement shall supercede any
and all prior agreements between Employee and Company. Further,
in the event of a conflict between this Agreement and the current
Company – Employee Handbook now in effect, this Agreement shall
control.
IN WITNESS WHEREOF, the
undersigned have hereunto set their hands as of the date first above
written.
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“Company”
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Protect
Pharmaceutical Corporation
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By:
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Its:
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“Employee”:
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Xxxx
Xxxxxxx
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EXHIBIT
1
____________________
Job
Description
Job
Title: Chief Executive Officer
Department:
Reports
To:
Prepared
By:
Prepared
Date:
Approved
By:
Approved
Date:
Summary:
Essential Duties and
Responsibilities: include the following.
Supervisory
Responsibilities:
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