Exhibit 10.13
AGREEMENT
THIS AGREEMENT, made this 28th day of December, 2001 by and between
Derma Sciences, Inc., a business corporation organized under the laws of the
Commonwealth of Pennsylvania ("Employer") and Xxxxxx X. Xxxxxxxx ("Employee").
WHEREAS, Employee is currently employed by Employer as its Vice
President of Operations pursuant to that certain agreement dated October 29,
1998 between Employer, Sunshine Products, Inc. and Employee ("1998 Agreement");
WHEREAS, the parties desire to amend and restate the 1998 Agreement;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and covenants herein contained, hereby agree as follows:
1. Amendment and Restatement. The 1998 Agreement is hereby amended and
restated in its entirety.
2. Employment. Employer hereby employs Employee, and Employee agrees to
be employed by Employer, as Employer's Vice President of Operations upon the
terms and conditions hereinbelow set forth. Employee shall perform such duties
and assume such responsibilities as may be determined by the President and Chief
Executive Officer of Employer.
3. Time and Efforts. Employee will devote substantially all of her
business time and efforts to her duties hereunder.
4. Compensation. During the Term hereof Employer shall pay compensation
to Employee as follows:
(a) Base compensation at the rate of Ninety Thousand Dollars ($90,000)
per year; and
1
(b) Bonus, stock options and/or such other incentive compensation as
may be determined by Employer's President and Chief Executive Officer.
Reviews by the President and Chief Executive Officer of Employee's base
compensation and incentive compensation shall be undertaken not less often than
annually. The principal criteria utilized in the conduct of such reviews shall
be the extent to which Employer attains its performance objectives and the
extent of Employee's contributions thereto, together with such other criteria as
the President and Chief Executive Officer may establish.
5. Vacation. During the term hereof, Employee shall be entitled to paid
vacation of four (4) weeks per year.
6. Term. This Agreement shall be effective as of January 1, 2001 and
shall continue indefinitely until terminated as provided herein. Subject to the
requirements of paragraph 7 herein below, either party hereto may terminate this
Agreement upon thirty (30) days written notice of such termination to the other
party.
7. Severance. Upon termination of this Agreement by Employer "without
cause," Employer shall pay to Employee severance compensation in the amount of
six months' base compensation at the rate most recently in effect pursuant to
paragraph 4(a) hereof.
8. Change in Control. Within six months of the occurrence of a "change
in control" of Employer (defined below), Employee may, in the event her duties,
responsibilities or status have been diminished subsequent to such change in
control, tender her resignation from Employer and receive severance compensation
as provided in paragraph 7 above to the same extent as if Employer terminated
this Agreement "without cause." For purposes of this paragraph, a "change in
control" shall mean a change in
2
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.
9. Restrictive Covenant. For a period of three years after the
termination or expiration hereof, Employee will not, within the greater of the
currently existing marketing area of employer or any future marketing area of
Employer established during Employee's employment, directly or indirectly own,
manage, operate, control, be employed by, participate in or be connected in any
manner with the ownership, management, operation or control of any business
providing general purpose and specialized skin care products to hospitals,
nursing homes and other institutional facilities or any business otherwise
similar to the business conducted by Employer at the time of the termination or
expiration hereof. In the event of Employee's actual or threatened breach of the
provisions of this section, Employer shall be entitled to an injunction
restraining Employee therefrom.
10. Confidential Information. Employee recognizes and acknowledges that
she has had, and will have, access to certain confidential information of
Employer and that such information constitutes valuable, special and unique
property of Employer. Employee will not, during or after the term of her
employment, disclose any of such confidential information to any person, firm,
corporation, association, or other entity for any reason or purpose whatsoever
unless ordered to do so by a court or other tribunal or government agency with
jurisdiction over the subject matter and Employee. In the event of a breach or
threatened breach by Employee of the provisions of this paragraph, Employer
shall be entitled to an injunction restraining Employee from disclosing
confidential information of Employer or from rendering any services to any
person, firm, corporation, association or other entity to whom such confidential
information has been disclosed or is threatened to be disclosed.
3
11. Anti-Relocation. Employee may not be required as a condition of her
employment hereunder to relocate outside the St. Louis metropolitan area.
12. Indemnification. For a period of three (3) years from the effective
date hereof, Employer shall cause Sunshine Products, Inc. to maintain in effect
the indemnification provisions of Article XI of its bylaws or substantially
similar provisions. Employer affirms that Employee is, and under the terms
hereof shall continue to be, a member of the class entitled to indemnification
under the foregoing indemnification provisions.
13. Option Exercise Extension. In the event either that Employer
terminates this Agreement "without cause" or Employee tenders her resignation
upon a "change in control," then the period to exercise any option to purchase
the securities of Employer of which Employee may be possessed shall be extended
to the expiration thereof as set forth in the option instrument.
14. Entire Agreement. This agreement contains the entire understanding
of the parties relative to the subject matter hereof and may be modified only by
a writing signed by the party against whom enforcement of any waiver, change,
extension or modification is sought to be enforced.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania (without reference
to its rules as to conflicts of law) and the federal law of the United States of
America.
4
IN WITNESS WHEREOF, this Agreement has been executed by Employee and
Employer on the date first hereinabove written.
EMPLOYER:
DERMA SCIENCES, INC.
By:_______________________________________________
Xxxxxx X. Xxxxxx
President and Chief Executive Officer
EMPLOYEE:
__________________________________________________
Xxxxxx X. Xxxxxxxx
5
