Exhibit 10.63
Employment Agreement between
Xxxxxxx X. Xxxxxx ("Executive") and
IGI, Inc, ("Corporation")
1. Position: Executive is to serve as Senior Vice President and Chief
Financial Officer of Corporation.
2. Term: The term of the employment under this Agreement is for a period
ending June 30, 2001, unless sooner terminated in accordance with the
provisions hereof. The term of employment under this Agreement shall,
on each June 30 beginning June 30, 2001, be automatically extended
for an additional year unless either party gives written notice to
the other, by no later than the preceeding April 30. If neither
party gives notice of non-concurrence in such extension, the term
will automatically extend for one additional year.
3. Base Sa1ary: Executive's Initial base salary will be $168,600.00 per
year, with review for possible merit increases, not less than
annually, and with no reduction permitted. Executive will also be
entitled to participate in the Senior Management Incentive
Compensation Plan as established by the Board of Directors. Executive
will also receive an automobile allowance of $7,200 per year payable
in equal monthly installments.
4. Group/Executive Benefits: Executive and his family may participate on
terms no less favorable to Executive than the terms provided to
other senior executives of the Corporation, (with all waiting
periods waived) in any group and/or executive life, hospitalization
or disability insurance plan, health program, pension, profit
sharing, ESOP, 401(k) and similar benefit plans (qualified, non-
qualified and supplemental) or other fringe benefits of the
Corporation, including three weeks of vacation annually, and a
monthly vehicle allowance.
The company will pay all healthcare premiums for the Executive and
his immediate family.
5. Equity Based Incentive Compensation: It will be recommended to the
Board of Directors that you be granted options to purchase 60,000
shares of the company's stock at the closing price on the date of the
grant. Any equity-based awards will fully vest upon a Change of
Control (as defined below).
6. Termination: Employment under the agreement may be terminated:
(a) By Executive's death or disability.
(b) By the Corporation, upon written notice to Executive
if for Cause (as described in paragraph 9, below), or by
giving at least l5 days' written notice to Executive if
not for Cause.
7. Cause for Termination by the Corporation: "Cause" for the Corporation
to terminate Executive's employment shall mean:
(a) Executive's commission of an act materially and
demonstrably detrimental to the interests (including the
goodwill) of the Corporation or any of its subsidiaries,
including violation of any statutory or regulatory
requirements applicable to the business of the
Corporation or any of its subsidiaries, which act
constitutes willful misconduct by Executive in the
performance of his material duties to the Corporation or
any of its subsidiaries, or
(b) Executive's commission of any material act of dishonesty
or breach of trust resulting or intended to result in
material personal gain or enrichment of Executive at the
expense of the Corporation or any of its subsidiaries, or
(c) Executive's conviction of a felony involving moral
turpitude, but specifically excluding any conviction
based entirely on vicarious liability.
No act or failure to act will be considered "willful" unless it is
done, or omitted to be done, by Executive in bad faith or without
reasonable belief that his action or omission was in the best
interests of the Corporation.
8. Change of Control: A "Change of Control" will be deemed to have
occurred if:
(a) Any "person" (as defined in Section 13(d) and 14 (d) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), excluding for the purpose the Corporation
or any subsidiary of the Corporation, or any employee
benefit plan of the Corporation or any subsidiary of the
Corporation, or any person or entity organized, appointed
or established by the Corporation for or pursuant to the
terms of such plan which acquires beneficial ownership
of voting securities of the Corporation, is or becomes
the "beneficial owner" (as defined in Rule l3d-3 under
the Exchange Act), directly or indirectly of securities
of the Corporation representing thirty-five percent (35%)
or more of the combined voting power of the Corporation's
then outstanding securities; provided, however, that no
Change of Control will be deemed to have occurred as a
result of a change in ownership percentage resulting
solely from an acquisition of securities by the
Corporation; provided further that no Change of Control
will be deemed to have occurred if a person inadvertently
acquires an ownership interest of 35% or more but then
promptly reduces that ownership interest below 35%;
(b) During any period of two (2) consecutive years (not
including any period prior to the execution of this
Agreement), individuals who at the beginning of such
two-year period constitute the Board of Directors of the
Corporation and no new director(s) (except for a director
designated by a person who has entered into an agreement
with the Corporation to effect a transaction described
elsewhere in this paragraph 10) whose election by the
Board or nomination for election by the Corporation's
shareholders was approved by a vote by at least two-
thirds of the directors then still in office who either
were directors at the beginning of the period or whose
election or nomination for election was previously
approved, cease for any reason to constitute at least a
majority thereof; or
(c) The shareholders of the Corporation approve a plan of
complete liquidation of the Corporation, an agreement for
the sale of disposition of the Corporation or all or
substantially all of the Corporation's assets, or a plan
of merger or consolidation of the Corporation with any
other corporation, except for a merger or consolidation
in which the security owner of the Corporation
immediately prior to the merger or consolidation continue
to own at least sixty-five (65%) of the voting securities
of the new (or continued) entity immediately after such
merger or consolidation.
9. Benefits Upon Termination of Employment;
(a) If Executive's employment is terminated by death,
disability, discharged by the Corporation for Cause, or
resignation by Executive, executive will be entitled to
receive his base salary through the date of termination,
any bonus or incentive or deferred compensation accrued
as of the date of termination, and all other benefits
which have accrued as of the date of termination.
(b) If Executive's employment is terminated by death or
disability, Executive will be entitled to receive, in
addition to the compensation and benefits described in
paragraph (a), above, the following benefits:
(i) Immediate full vesting of all of Executive's
otherwise unvested options to purchase shares of
the Corporation, which options will be exercisable
for a period of at least 2 years after the date of
termination of employment, and
(ii) Immediate vesting of all other equity or incentive
compensation awards to Executive, which are not
otherwise vested.
(c) If executive's employment is terminated by the
corporation other than for cause or disability,
Executive will be entitled to receive, in addition to the
compensation and benefits listed in (a) and (b) above,
the following severance benefits:
(i) Payment in a lump sum of an amount equal to
executives twelve months salary as in effect prior
to termination
(ii) Continuation for a period of twelve months after
the date of termination of benefits and perquisites
equal to those that would have been provided had
employment continued, including auto allowance
(iii) Outplacement services at the expense of the
Corporation from a provider reasonable selected by
Executive.
10. Indemnification: To the full extent permitted by law, the Corporation
will indemnify Executive (including the advancement of expenses) for
any judgements, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, incurred by Executive in
connection with the defense of any lawsuit or other claim to which he
is made a party by reason of being an officer, director or employee
of the Corporation or any of its subsidiaries. The Corporation will
maintain reasonable director and officer liability insurance
coverage for all acts or omissions of Executive during his employment
with the Corporation.
11. Binding of Successors: The Corporation will be required to have any
successor to all or substantially all of its business and/or assets
expressly assume and agree to perform Executive's employment
agreement in the same manner and to the same extent that the
Corporation would be required to perform if no such succession had
taken place.
______________________ 8/31/00
IGI, Inc. Date
/s/ Xxxxxxx X. Xxxxxx 8/31/00
Executive Date
