{"id":38981,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-bio-technology-general-corp-and-robert-m.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-bio-technology-general-corp-and-robert-m","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-bio-technology-general-corp-and-robert-m.html","title":{"rendered":"Employment Agreement &#8211; Bio-Technology General Corp. and Robert M. Shaw"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n          AGREEMENT made as of July 23, 1999, between BIO-TECHNOLOGY GENERAL\nCORP., a Delaware corporation with an office at 70 Wood Avenue South, Iselin,\nNew Jersey 08830 (the 'Company'), and Robert M. Shaw, having a residence at 17\nGovernors Lane, Princeton, New Jersey 08540 (the 'Executive').\n\n                              W I T N E S S E T H :\n                              ---------------------\n\n          WHEREAS, the Company desires that Executive be employed to serve in a\nsenior executive capacity with the Company, and Executive desires to be so\nemployed by the Company, upon the terms and conditions herein set forth.\n\n          NOW, THEREFORE, in consideration of the premises and of the mutual\npromises, representations and covenants herein contained, the parties hereto\nagree as follows:\n\n1. EMPLOYMENT.\n\n          The Company hereby employs Executive and Executive hereby accepts such\nemployment, subject to the terms and conditions herein set forth. Executive\nshall hold the office of Senior Vice President and General Counsel, reporting to\nthe Chief Executive Officer of the Company.\n\n2. TERM.\n\n          The initial term of employment under this Agreement shall begin on the\ndate hereof (the 'Employment Date') and shall continue for a period of two (2)\nyears from that date, subject to prior termination in accordance with the terms\nhereof. Thereafter, this Agreement shall automatically be renewed for successive\ntwo year terms unless either party shall give the other ninety (90) days prior\nwritten notice of its intent not to renew this Agreement.\n\n3. COMPENSATION.\n\n          (a) As compensation for the employment services to be rendered by\nExecutive hereunder, including all services as an officer or director of the\nCompany and any of its subsidiaries, the Company agrees to pay, or cause to be\npaid, to Executive, and Executive agrees to accept, payable in equal\ninstallments in accordance with Company practice, an initial annual salary of\n$210,000. Executive's annual salary hereunder for the remaining years of\nemployment shall be determined by the Board of Directors in its sole discretion;\nprovided, however, that Executive's\n\n\n                                        1\n\n\n\n\nannual salary shall not be reduced during the term of this Agreement below the\nhighest annual salary paid to Executive at any time during such term.\n\n          (b) Executive shall be entitled to bonuses from time to time in such\namounts as may be determined by the Board of Directors in its sole discretion.\n\n4. EXPENSES.\n\n          The Company shall pay or reimburse Executive, upon presentment of\nsuitable vouchers, for all reasonable business and travel expenses that may be\nincurred or paid by Executive in connection with his employment hereunder.\nExecutive shall comply with such restrictions and shall keep such records as the\nCompany may deem necessary to meet the requirements of the Internal Revenue Code\nof 1986, as amended from time to time, and regulations promulgated thereunder.\n\n5. OTHER BENEFITS.\n\n          Executive shall be entitled to a vacation allowance of not less than\nfour (4) weeks per annum and to participate in and receive any other benefits\ncustomarily provided by the Company to its senior management personnel\n(including any profit sharing, pension, short and long-term disability\ninsurance, hospital, major medical insurance, dental insurance and group life\ninsurance plans in accordance with the terms of such plans) and including stock\noption and\/or stock purchase plans, all as determined from time to time by the\nBoard of Directors of the Company. Unused annual vacation may not be carried\nover to other years except that with the consent of the Chief Executive Officer\nthe Executive may carry over unused vacation in those instances in which\nExecutive has been unable to utilize fully his annual vacation entitlement due\nto exigencies of Company business matters and needs.\n\n6. DUTIES.\n\n          (a) Executive shall perform such duties and functions as the Chief\nExecutive Officer of the Company shall from time to time determine in accordance\nwith what it is normal and customary for an individual holding Executive's\nposition to perform, and Executive shall comply in the performance of such\nduties and functions with the policies of the Board of Directors.\n\n          (b) Executive agrees to devote his entire working time, attention and\nenergies to the performance of the business of the Company and of any of its\nsubsidiaries by which he may be employed; and Executive shall not without the\napproval of the Board of Directors, directly or indirectly, alone or as a member\nof any partnership or other business organization, or as an officer, director or\nemployee of any other corporation, partnership or other business organization,\nbe actively engaged in or concerned with any other duties or pursuits of a\nbusiness nature which interfere with the performance of his duties hereunder, or\nwhich, even if non-interfering, may be, in the reasonable determination of the\nBoard of Directors of the Company in its sole discretion, inimical, or contrary,\nto the best interests of the Company.\n\n\n                                       2\n\n\n\n\n          (c) All fees, compensation or commissions received by Executive during\nthe term of this Agreement for personal services (including, but not limited to,\ncommissions and compensation received as a fiduciary or a director, and fees for\nlecturing and teaching) rendered at the request of the Company shall be paid to\nthe Company when received by Executive, except those fees that the Board of\nDirectors determines may be kept by Executive.\n\n          (d) Nothing in this Section 6 or elsewhere in this Agreement shall be\nconstrued to prevent Executive from investing or trading in non-conflicting\ninvestments as he sees fit for his own account, including real estate, stocks,\nbonds, securities, commodities or other forms of investments.\n\n          (e) The principal location at which the Executive shall perform his\nduties hereunder shall be at the Company's offices in Iselin, New Jersey or at\nsuch other location as may be designated from time to time by the Board of\nDirectors of the Company, provided that if the principal location of Executive's\nduties is transferred from Iselin, New Jersey, the new principal location of\nExecutive's duties shall not be transferred beyond a 50-mile radius of Iselin,\nNew Jersey without Executive's consent. Notwithstanding the foregoing, Executive\nshall perform such services at such other locations as may be required for the\nproper performance of his duties hereunder, and Executive recognizes that such\nduties may involve significant travel.\n\n7. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION.\n\n          (a) Executive's employment hereunder may be terminated at any time\nupon written notice from the Company to Executive:\n\n              (i) upon the determination by the Board of\n                  Directors, after Executive has received\n                  notice that his performance is not\n                  satisfactory for any reason which would not\n                  constitute justifiable cause (as defined in\n                  7(d)) and which notice specifies with\n                  reasonable particularity how such\n                  performance is not satisfactory, that\n                  Executive has failed to remedy such\n                  performance to the reasonable satisfaction\n                  of the Board of Directors within thirty (30)\n                  days of such notice; or\n\n             (ii) upon the determination by the Board of\n                  Directors that there is justifiable cause\n                  (as defined in 7(d)) for such termination\n                  and upon ten (10) days' prior written notice\n                  of same to Executive.\n\n              (b) Executive's employment shall terminate upon:\n\n                  (i) the death of Executive; or\n\n                                        3\n\n\n\n\n                 (ii) the 'disability' of Executive (as defined in 7(c))\n                      pursuant to 7(f) hereof.\n\n          (c) For the purposes of this Agreement, the term 'disability' shall\nmean the inability of Executive, due to illness, accident or any other physical\nor mental incapacity, substantially to perform his duties for a period of three\n(3) consecutive months or for a total of six (6) months (whether or not\nconsecutive) in any twelve (12) month period during the term of this Agreement,\nas reasonably determined by the Board of Directors of the Company in its sole\ndiscretion after examination of Executive by an independent physician reasonably\nacceptable to Executive.\n\n          (d) For the purposes hereof, the term 'justifiable cause' shall mean\nand be limited to:\n\n          (i)   Executive's conviction (which, through lapse of time or\n                otherwise, is not subject to appeal) of any crime or offense\n                involving the Company's or its subsidiaries' money or other\n                property or which constitutes a felony in the jurisdiction\n                involved;\n\n          (ii)  Executive's performance of any act or his failure to act, for\n                which it is determined by independent counsel retained by the\n                Board of Directors (which counsel shall not be an individual or\n                firm which at any time within the prior three (3) years has\n                represented the Company, any executive employed by Company, the\n                Board of Directors or any individual Director), after due\n                inquiry in which Executive is given the opportunity to be heard\n                and represented by counsel, that if Executive were prosecuted, a\n                crime or offense involving money or property of the Company or\n                its subsidiaries, or which would constitute a felony in the\n                jurisdiction involved, would have occurred and Executive would,\n                in all reasonable probability, be convicted; provided, however,\n                that if such independent counsel does not make such\n                determination, then the Company shall pay Executive's reasonable\n                counsel fees and expenses incurred in defending Executive during\n                such inquiry;\n\n          (iii) any disclosure which has not been authorized or subsequently\n                ratified by the Company or which is not required to be made\n                pursuant to any judicial proceeding or by statute or regulation,\n                by Executive to any person, firm or corporation other than the\n                Company, its subsidiaries and its and their directors, officers\n                and employees, of any confidential information or trade secret\n                of the Company or any of its subsidiaries;\n\n          (iv)  any attempt by Executive to secure any improper personal profit\n                in connection with the business of the Company or any of its\n                subsidiaries; or\n\n                                        4\n\n\n\n\n\n\n\n          (v)   Executive's repeated and willful failure to comply with his\n                duties under 6(a) or 6(b) (other than failure to comply with\n                instructions or policies which are illegal or improper) where\n                such conduct shall not have ceased or been cured within thirty\n                (30) days following receipt by Executive of written warning from\n                the Board of Directors.\n\nUpon termination of Executive's employment for justifiable cause, this Agreement\nshall terminate immediately and Executive shall not be entitled to any amounts\nor benefits hereunder other than such portion of Executive's annual salary as\nhas been accrued through the date of his termination of employment and\nreimbursement of expenses pursuant to Section 4 hereof.\n\n          (e) If Executive shall die during the term of his employment\nhereunder, this Agreement shall terminate immediately. In such event, the estate\nof Executive shall thereupon be entitled to receive such portion of Executive's\nannual salary as has been accrued through the date of his death and such bonus,\nif any, as the Board of Directors in its sole discretion may determine to award\ntaking into account Executive's contributions to the Company prior to his death.\nIf Executive's death shall occur while he is on Company business, the estate of\nExecutive shall be entitled to receive, in addition to the other amounts set\nforth in this subsection (e), an amount equal to one-half his then annual\nsalary.\n\n          (f) Upon Executive's 'disability', the Company shall have the right to\nterminate Executive's employment. Notwithstanding any inability to perform his\nduties, Executive shall be entitled to receive his compensation (including\nbonus, if any) as provided herein until he begins to receive long-term\ndisability insurance benefits under the policy provided by the Company pursuant\nto Section 5 hereof (the period during which Executive continues to receive his\ncompensation hereunder being the 'Transition Period'). During the Transition\nPeriod, the Company shall (i) allow Executive to participate in the Company's\n401k plan to the extent permitted by such plan and (ii) at Company's expense and\nto the same extent that Executive had participated prior to termination of his\nemployment in the Company's health insurance, dental insurance, life insurance\nand disability insurance programs, continue Executive's participation in such\nprograms. Any termination pursuant to this subsection (f) shall be effective on\nthe date thirty (30) days after which Executive shall have received written\nnotice of the Company's election to terminate.\n\n          (g) Notwithstanding any provision to the contrary contained herein, in\nthe event that Executive's employment is terminated by the Company at any time\nfor any reason other than justifiable cause, disability or death, or in the\nevent the Company shall fail to renew this Agreement:\n\n          (i)  the Company shall pay to Executive, in full satisfaction and in\n               lieu of any and all other payments due and owing to Executive\n               under the terms of this Agreement (other than any payments\n               constituting reimbursement of expenses pursuant to Section 4\n               hereof), a severance payment in an amount equal to his then\n               annual salary plus the amount\n\n\n                                        5\n\n\n\n\n\n\n               of the last bonus awarded to Executive (less all amounts, if any,\n               required to be withheld), payable bi-weekly in equal\n               installments,\n\n          (ii) Executive shall have a right to exercise any options which are\n               exercisable as of the date of termination at any time during a\n               period of six (6) months following the effective date of\n               termination;\n\n         (iii) the Company shall continue to allow Executive to participate in\n               the Company's 401k plan to the extent permitted by such plan for\n               twelve (12) months following the effective date of termination;\n               and\n\n          (iv) the Company shall continue to allow Executive to participate, at\n               the Company's expense and to the same extent that Executive had\n               participated prior to termination of his employment, in the\n               Company's health insurance, dental insurance, life insurance and\n               disability insurance programs, to the extent permitted under such\n               programs, until the earlier of twelve (12) months from the\n               effective date of termination or until such time as Executive\n               becomes eligible to participate in another employer's group\n               health, dental and disability insurance plans; provided, however,\n               that Executive shall notify the Company of his acceptance of a\n               position with a new employer, together with the specific date on\n               which Executive shall become eligible for coverage in such new\n               employer's health, dental, life and disability insurance\n               programs, such notice to be given within fifteen (15) days\n               following commencement of such employment.\n\n     (h) Executive may terminate his employment at any time upon thirty (30)\ndays' prior written notice to the Company. Upon Executive's termination of his\nemployment hereunder, this Agreement (other than Sections 4, 7, 10, 11, 12 and\n13, which shall survive) shall terminate immediately. In such event, Executive\nshall be entitled to receive such portion of Executive's annual salary as has\nbeen accrued to date. Executive shall be entitled to reimbursement of expenses\npursuant to Section 4 hereof and to participate in the Company's benefit plans\nto the extent participation by former employees is required by law or permitted\nby such plans, with the expense of such participation to be as specified in such\nplans for former employees.\n\n8. REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE.\n\n     (a) Executive represents and warrants that he is free to enter into this\nAgreement and to perform the duties required hereunder, and that there are no\nemployment contracts or under standings, restrictive covenants or other\nrestrictions, whether written or oral, preventing the performance of his duties\nhereunder or requiring him to perform employment, consulting, business related\nor similar duties for any other person.\n\n\n                                       6\n\n\n\n\n     (b) Executive agrees to submit to a medical examination and to cooperate\nand supply such other information and documents as may be required by any\ninsurance company in connection with the Company's obtaining life insurance on\nthe life of Executive, and any other type of insurance or fringe benefit as the\nCompany shall determine from time to time to obtain.\n\n9. REPRESENTATIONS OF COMPANY.\n\n     The Company represents and warrants that the Board of Directors has\nconsented to the Company entering into this Agreement with Executive on the\nterms set forth herein and that all written consents, resolutions and approvals\nrequired to give full force and effect to this Agreement and to the Company's\nobligations hereunder have been obtained.\n\n10. NON-INTERFERENCE.\n\n     Executive agrees that for a period of one year following the termination of\nExecutive's employment hereunder, Executive shall not, directly or indirectly,\nrequest or cause any collaborative partners, universities, governmental\nagencies, contracting parties, suppliers or customers with whom the Company or\nany of its subsidiaries has a business relationship to cancel or terminate any\nsuch business relationship with the Company or any of its subsidiaries or\nsolicit, interfere with or entice from the Company any employee (or former\nemployee) of the Company.\n\n11. INVENTIONS AND DISCOVERIES.\n\n     (a) Insofar as is related to the principal business activities and products\nof the Company and any of its subsidiaries or joint ventures, Executive shall\npromptly and fully disclose to the Company, and with all necessary detail for a\ncomplete understanding of the same, all developments, know-how, discoveries,\ninventions, improvements, concepts, ideas, writings, formulae, processes and\nmethods of a financial or other nature (whether copyrightable, patentable or\notherwise) made, received, conceived, acquired or written during working hours,\nor otherwise, by Executive (whether or not at the request or upon the suggestion\nof the Company) during the period of his employment with, or rendering of\nadvisory or consulting services to, the Company or any of its subsidiaries,\nsolely or jointly with others (collectively the 'Subject Matter').\n\n     (b) Executive hereby assigns and transfers, and agrees to assign and\ntransfer, to the Company, all his rights, title and interest in and to the\nSubject Matter, and Executive further agrees to deliver to the Company any and\nall drawings, notes, specifications and data relating to the Subject Matter, and\nto execute, acknowledge and deliver all such further papers, including\napplications for copyrights or patents, as may be necessary to obtain copyrights\nand patents for any thereof in any and all countries and to vest title thereto\nto the Company. Executive shall assist the Company in obtaining such copyrights\nor patents during the term of this Agreement, and any time thereafter on\nreasonable notice and at mutually convenient times, and Executive agrees to\ntestify in any prosecution or litigation involving any of the Subject Matter;\nprovided, however, that Executive shall be compensated in a timely manner at the\nrate of $250.00 per hour (with a minimum of $1500 per\n\n\n                                        7\n\n\n\n\n\nday), plus out-of-pocket expenses incurred in rendering such assistance or\ngiving or preparing to give such testimony if it is required after termination\nof his employment hereunder.\n\n12. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.\n\n     (a) Executive shall not, during the term of this Agreement, or at any time\nfollowing termination of this Agreement, directly or indirectly, disclose or\nmake accessible (other than as is required in the regular course of his duties,\nincluding, without limitation, disclosures to the Company's advisors and\nconsultants,) or as may be required by law or regulation or pursuant to a\njudicial proceeding (in which case Executive shall give the Company prior\nwritten notice of such required disclosure) or with the prior written consent of\nthe Board of Directors of the Company), to any person, firm or corporation, any\nconfidential information acquired by him during the course of, or as an incident\nto, his employment or the rendering of his advisory or consulting services\nhereunder, relating to the Company or any of its subsidiaries, the directors of\nthe Company or its subsidiaries, any client of the Company or any of its\nsubsidiaries, or any corporation, partnership or other entity owned or\ncontrolled, directly or indirectly, by any of the foregoing, or in which any of\nthe foregoing has a beneficial interest, including, but not limited to, the\nbusiness affairs of each of the foregoing. Such confidential information shall\ninclude, but shall not be limited to, proprietary technology, trade secrets,\npatented processes, research and development data, know-how, market studies and\nforecasts, competitive analyses, pricing policies, employee lists, personnel\npolicies, the substance of agreements with customers and others, marketing or\ndealership arrangements, servicing and training programs and arrangements,\ncustomer lists and any other documents embodying such confidential information.\nThis confidentiality obligation shall not apply to any confidential information\nwhich thereafter becomes publicly available other than pursuant to a breach of\nthis Section 12(a) by Executive.\n\n     (b) All information and documents relating to the Company and its\naffiliates as hereinabove described shall be the exclusive property of the\nCompany, and Executive shall use commercially reasonable best efforts to prevent\nany publication or disclosure thereof. Upon termination of Executive's\nemployment with the Company, all such documents, records, reports, writings and\nother similar documents containing confidential information, including copies\nthereof, then in Executive's possession or control shall be returned and left\nwith the Company.\n\n13. SPECIFIC PERFORMANCE.\n\n     Executive agrees that if he breaches, or threatens to commit a breach of,\nany of the provisions of Sections 10, 11 or 12 (the 'Restrictive Covenants'),\nthe Company shall have, in addition to, and not in lieu of, any other rights and\nremedies available to the Company under law and in equity, the right to have the\nRestrictive Covenants specifically enforced by any court of competent\njurisdiction, it being agreed that any breach or threatened breach of the\nRestrictive Covenants would cause irreparable injury to the Company and that\nmoney damages would not provide an adequate remedy to the Company.\nNotwithstanding the foregoing, nothing herein shall constitute a waiver by\nExecutive of his right to contest whether a breach or threatened breach of any\nRestrictive\n\n                                        8\n\n\n\nCovenant has occurred.\n\n14. AMENDMENT OR ALTERATION.\n\n     No amendment or alteration of the terms of this Agreement shall be valid\nunless made in writing and signed by both of the parties hereto.\n\n15. GOVERNING LAW.\n\n     This Agreement shall be governed by the laws of the State of New Jersey\napplicable to agreements made and to be performed therein.\n\n16. SEVERABILITY.\n\n     The holding of any provision of this Agreement to be invalid or\nunenforceable by a court of competent jurisdiction shall not affect any other\nprovision of this Agreement, which shall remain in full force and effect.\n\n17. NOTICES.\n\n     Any notices required or permitted to be given hereunder shall be sufficient\nif in writing, and if delivered by hand, or sent by certified mail, return\nreceipt requested, to the addresses set forth above or such other address as\neither party may from time to time designate in writing to the other, and shall\nbe deemed given as of the date of the delivery or date of receipt.\n\n18. WAIVER OR BREACH.\n\n     It is agreed that a waiver by either party of a breach of any provision of\nthis Agreement shall not operate, or be construed, as a waiver of any subsequent\nbreach by that same party.\n\n19. ENTIRE AGREEMENT AND BINDING EFFECT.\n\n     This Agreement contains the entire agreement of the parties with respect to\nthe subject matter hereof and shall be binding upon and inure to the benefit of\nthe parties hereto and their respective legal representatives, heirs,\ndistributors, successors and assigns. Notwithstanding the foregoing, all prior\nagreements between Executive and the Company relating to the confidentiality of\ninformation, trade secrets, patents, indemnification, and stock options shall\nnot be affected by this Agreement.\n\n20. SURVIVAL.\n\n     The termination of Executive's employment hereunder or the expiration of\nthis\n\n                                        9\n\n\n\nAgreement shall not affect the enforceability of Sections 4, 7, 9, 10, 11, 12\nand 13 hereof.\n\n21. FURTHER ASSURANCES.\n\n     The parties agree to execute and deliver all such further documents,\nagreements and instruments and take such other and further action as may be\nnecessary or appropriate to carry out the purposes and intent of this Agreement.\n\n22. HEADINGS.\n\n     The Section headings appearing in this Agreement are for the purposes of\neasy reference and shall not be considered a part of this Agreement or in any\nway modify, demand or affect its provisions.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date and year first above written.\n\n\n\n                                      BIO-TECHNOLOGY GENERAL CORP.\n\n\n                                          \n                                      By:         \/s\/ SIM FASS\n                                          ---------------------------------\n                         \n                                      Date:\n                                            -------------------------------\n                                \n\n\n                                                \/s\/ ROBERT M. SHAW\n                                      -------------------------------------\n                                       Robert M. Shaw\n\n                                       Date:_______________________________\n\n\n                                       10\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9539,9544],"class_list":["post-38981","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38981","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38981"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38981"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38981"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38981"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}