{"id":38987,"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-william.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-bio-technology-general-corp-and-william","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-bio-technology-general-corp-and-william.html","title":{"rendered":"Employment Agreement &#8211; Bio-Technology General Corp. and William Pursley"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n     AGREEMENT made as of April 24, 1995, between BIO-TECHNOLOGY GENERAL CORP.,\na Delaware corporation with an office at 70 Wood Avenue South, Iselin, New\nJersey 08830 (the 'Company'), and William Pursley, 31 Orchard Drive, Hollis, New\nHampshire 03049 (the 'Executive').\n\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\n     1. 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-Marketing, Sales and Commercial\nDevelopment, reporting to the President and Chief Executive Officer of the\nCompany.\n\n     2. TERM.\n\n     The initial term of employment under this Agreement shall begin on the date\nhereof (the 'Employment Date') and shall continue for a period of two (2) years\nfrom 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\n     3. COMPENSATION.\n\n     As compensation for the employment services to be rendered by Executive\nhereunder, including all services as an officer or director of the Company and\nany of its subsidiaries, the Company agrees to pay, or cause to be paid, to\nExecutive, and Executive agrees to accept, payable in equal installments in\naccordance with Company practice, an initial annual salary of $175,000.\nExecutive's annual salary hereunder for the remaining years of employment shall\nbe determined by the Board of Directors in its sole discretion; provided,\nhowever, that Executive's salary shall be increased each year (on the date of\nthe annual meeting of the Board of Directors of the Company),\n\n\n\n\ncommencing with the 1996 annual meeting of the Board of Directors, by at\nleast six percent (6%). In addition, Executive shall be entitled to bonuses from\ntime to time in such amounts as may be determined by the Board of Directors in\nits sole discretion.\n\n     4. EXPENSES.\n\n     The Company shall pay or reimburse Executive, upon presentment of suitable\nvouchers, for all reasonable business and travel expenses which may be incurred\nor paid by Executive in connection with his employment hereunder. Executive\nshall comply with such restrictions and shall keep such records as the Company\nmay deem necessary to meet the requirements of the Internal Revenue Code of\n1986, as amended from time to time, and regulations promulgated thereunder.\n\n     5. OTHER BENEFITS.\n\n     Executive shall be entitled to a vacation allowance of not less than four\n(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 and group life insurance plans in\naccordance with the terms of such plans) and including stock option and\/or stock\npurchase plans, all as determined from time to time by the Board of Directors of\nthe Company. Unused annual vacations may not be carried over to other years\nwithout the consent of the Board of Directors excepting 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\n     6. RELOCATION TO ISELIN, NEW JERSEY METROPOLITAN AREA.\n\n     (a) Executive hereby agrees to relocate to the Iselin, New Jersey\nmetropolitan area within six months of the Employment Date. Executive hereby\nacknowledges that the Company is entering into this Agreement in reliance upon\nExecutive's covenant to relocate to the Iselin, New Jersey metropolitan area\nwithin six months of the Employment Date.\n\n     (b) Executive hereby agrees that prior to his relocation to the Iselin, New\nJersey metropolitan area, he will spend that number of days each week at the\nCompany's executive offices as the President and Chief Executive Officer of the\nCompany may direct.\n\n     7. STOCK OPTIONS.\n\n     (a) The Company will recommend to the Compensation and Stock Option\nCommittee of the Board of Directors (the 'Committee') that Executive be granted\nan incentive stock option, pursuant to an incentive stock option agreement\nsubstantially in the form of Exhibit 7(a) hereto, to purchase 75,000 shares of\nthe Company's Common Stock (the 'Options'), at an exercise price per share equal\nto the\n\n\n                                       2\n\n\n\nfair market value of the Company's Common Stock on the date of grant, such\nOptions to become exercisable as to 18,750 shares on the first anniversary date\nof this Agreement and as to an additional 18,750 shares on each successive\nanniversary date of this Agreement.\n\n     (b) The Company will also recommend to the Committee that the Options\nbecome exercisable upon the termination of Executive's employment (i) pursuant\nto Sections 10(a)(i) or 10(b) herein or (ii) by reason of the Company's failure\nto renew this Agreement.\n\n     (c) In addition, Executive shall be entitled to the grant of additional\noptions from time to time in such amounts as may be determined by the Committee\nin its sole discretion. Any future grant of stock options shall be subject to\nsuch terms as the Committee in its sole discretion shall specify at the time of\ngrant.\n\n     8. LOANS.\n\n     (a) On the Employment Date the Company shall loan to the Executive $40,000\n(the 'First Loan') pursuant to the terms of a promissory note in the form\nattached hereto as Exhibit 8(a). The First Loan will be due and payable on the\nfirst anniversary of the Employment Date; provided, however, that the Company\nshall forgive repayment of the First Loan, and shall forgive payment of all\naccrued interest thereon, on the first anniversary of the Employment Date if\nExecutive is still an employee on such date. In addition, the Company shall\nforgive repayment of the First Loan, and all accrued interest thereon, if prior\nto the first anniversary of the Employment Date any of the following shall\noccur: (i) Executive's employment with the Company is terminated by the Company\nfor any reason which would not constitute justifiable cause (as defined in\nSection 10(d) hereof) following a Change in Control of the Company (as defined\nin Section 8(c) hereof); (ii) if the Executive's employment with the Company\nterminates by reason of the death or disability (as defined in Section 10(c)\nhereof) of Executive; or (iii) if the Company shall terminate Executive's\nemployment for any reason which would not constitute justifiable cause (as\ndefined in Section 10(d) hereof).\n\n     (b) In addition, on the Employment Date the Company shall loan to the\nExecutive an additional $40,000 (the 'Second Loan') pursuant to the terms of a\npromissory note in the form attached hereto as Exhibit 8(b). The Second Loan\nwill become due and payable, with all accrued interest thereon, on the earliest\nto occur of the following: (i) June 30, 1997; (ii) if the Company shall\nterminate Executive's employment for justifiable cause (as defined in Section\n10(d) hereof), on such date; or (iii) if the Executive shall resign from his\nposition with the Company, on the effective date of such resignation.\nNotwithstanding the foregoing, the Company shall forgive repayment of the Second\nLoan, and all accrued interest thereon, if prior to the date such loan becomes\ndue and payable Executive's employment with the Company is terminated by the\nCompany for any reason which would not constitute justifiable cause\n\n                                       3\n\n\n\n(as defined in Section 10(d) hereof) following a Change in Control of the\nCompany (as defined in Section 8(c) hereof).\n\n     (c) For purposes of this Section 8, a 'Change in Control of the Company'\nshall be deemed to occur if (i) there shall be consummated (x) any consolidation\nor merger of the Company in which the Company is not the continuing or surviving\ncorporation or pursuant to which shares of the Company's Common Stock would be\nconverted into cash, securities or other property, other than a merger of the\nCompany in which the holders of the Company's Common Stock immediately prior to\nthe merger have the same proportionate ownership of common stock of the\nsurviving corporation immediately after the merger, or (y) any sale, lease,\nexchange or other transfer (in one transaction or a series of related\ntransactions) of all, or substantially all, of the assets of the Company; (ii)\nthe stockholders of the Company shall approve any plan or proposal for\nliquidation or dissolution of the Company; (iii) any person (as such term is\nused in Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as\namended (the 'Exchange Act')), shall become the beneficial owner (within the\nmeaning of Rule 13d-3 under the Exchange Act) of 40% or more of the Company's\noutstanding Common Stock other than pursuant to a plan or arrangement entered\ninto by such person and the Company; or (iv) during any period of two\nconsecutive years, individuals who at the beginning of such period constitute\nthe entire Board of Directors shall cease for any reason to constitute a\nmajority thereof unless the election, or the nomination for election by the\nCompany's stockholders, of each new director was approved by a vote of at least\ntwo-thirds of the directors then still in office who were directors at the\nbeginning of the period.\n\n     9. DUTIES.\n\n     (a) Executive shall perform such duties and functions as the President and\nChief Executive Officer of the Company shall from time to time determine and\nExecutive shall comply in the performance of his duties with the policies of the\nBoard 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, directly or\nindirectly, alone or as a member of any partnership or other organization, or as\nan officer, director or employee of any other corporation, partnership or other\norganization, be actively engaged in or concerned with any other duties or\npursuits which interfere with the performance of his duties hereunder, or which,\neven if non-interfering, may be, in the reasonable determination of the Board of\nDirectors of the Company in its sole discretion, inimical, or contrary, to the\nbest interests of the Company.\n\n     (c) All fees, compensation or commissions received by Executive during the\nterm of this Agreement for personal services (including, but not limited to,\ncommissions and compensation received as a fiduciary or a director, and fees for\n\n                                       4\n\n\n\n\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 9 or elsewhere in this Agreement shall be\nconstrued to prevent Executive from investing or trading in nonconflicting\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 duties\nhereunder shall be at the Company's offices in Iselin, New Jersey or at such\nother location as may be designated from time to time by the Board of Directors\nof the Company, provided that if the principal location of Executive's duties is\ntransferred from Iselin, New Jersey, the new principal location of Executive's\nduties shall not be transferred beyond a 50-mile radius of Iselin, New Jersey\nwithout Executive's consent. Notwithstanding the foregoing, Executive shall\nperform such services at such other locations as may be required for the proper\nperformance of his duties hereunder, and Executive recognizes that such duties\nmay involve significant travel.\n\n     10. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION.\n\n     (a) Executive's employment hereunder may be terminated at any time upon\nwritten notice from the Company to Executive:\n\n          (i) upon the determination by the Board of Directors, after Executive\n     has received notice that his performance is not satisfactory and has failed\n     to remedy such performance to the satisfaction of the Company, that\n     Executive's performance of his duties has not been fully satisfactory for\n     any reason which would not constitute justifiable cause (as hereinafter\n     defined) upon thirty (30) days' prior written notice to Executive; or\n\n          (ii) upon the determination by the Board of Directors that there is\n     justifiable cause (as hereinafter defined) for such termination upon ten\n     (10) days' prior written notice to Executive; or\n\n          (iii) if Executive has not relocated to the Iselin, New Jersey\n     metropolitan area within nine months after the Employment Date.\n\n     (b) Executive's employment shall terminate upon:\n\n          (i) the death of Executive; or\n\n          (ii) the 'disability' of Executive (as hereinafter defined pursuant to\n     subsection (c) herein) pursuant to subsection (f) hereof.\n\n                                       5\n\n\n\n     (c) For the purposes of this Agreement, the term 'disability' shall mean\nthe inability of Executive, due to illness, accident or any other physical or\nmental incapacity, substantially to perform his duties for a period of three (3)\nconsecutive months or for a total of six (6) months (whether or not consecutive)\nin any twelve (12) month period during the term of this Agreement, as reasonably\ndetermined by the Board of Directors of the Company in its sole discretion after\nexamination of Executive by an independent physician reasonably acceptable to\nExecutive.\n\n     (d) For the purposes hereof, the term 'justifiable cause' shall mean and be\nlimited to: Executive's conviction (which, through lapse of time or otherwise,\nis not subject to appeal) of any crime or offense involving money or other\nproperty of the Company or its subsidiaries or which constitutes a felony in the\njurisdiction involved; Executive's performance of any act or his failure to act,\nfor which it is determined by independent counsel retained by the Board of\nDirectors (which may be counsel for the Company), after due inquiry in which\nExecutive is given the opportunity to be heard, that if Executive were\nprosecuted and convicted, a crime or offense involving money or property of the\nCompany or its subsidiaries, or which would constitute a felony in the\njurisdiction involved, would have occurred; any unauthorized disclosure by\nExecutive to any person, firm or corporation other than the Company, its\nsubsidiaries and its and their directors, officers and employees, of any\nconfidential information or trade secret of the Company or any of its\nsubsidiaries; any attempt by Executive to secure any improper personal profit in\nconnection with the business of the Company or any of its subsidiaries; the\nfailure by Executive to devote his full time to the affairs of the Company and\nits subsidiaries; Executive's pursuit of activities which in the reasonable\ndetermination of the Board of Directors of the Company are inimical, or\ncontrary, to the best interests of the Company; the engaging by Executive in any\nbusiness other than the business of the Company and its subsidiaries which\ninterferes with the performance of his duties hereunder; or Executive's repeated\nand willful failure to follow the instructions of the Chief Executive Officer of\nthe Company or the policies established by the Board of Directors and\ncommunicated to Executive (other than instructions or policies which are illegal\nor improper) where such conduct shall not have ceased or offense cured within 30\ndays following written warning from the Company. Upon termination of Executive's\nemployment for justifiable cause, this Agreement shall terminate immediately and\nExecutive shall not be entitled to any amounts or benefits hereunder other than\nsuch portion of Executive's annual salary as has been accrued through the date\nof his termination of employment and reimbursement of expenses pursuant to\nSection 4 hereof.\n\n     (e) If Executive shall die during the term of his employment hereunder,\nthis Agreement shall terminate immediately. In such event, the estate of\nExecutive 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\n\n                                       6\n\n\naddition to the other amounts set forth in this subsection (e), an amount\nequal to one-half his then annual salary.\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. Any termination pursuant to this subsection (f) shall be\neffective on the date 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 the\nevent that Executive's employment is terminated by the Company at any time for\nany reason other than justifiable cause, failure to relocate to the Iselin, New\nJersey metropolitan area within nine months of the Employment Date, disability\nor death, or in the event the Company shall fail to renew this Agreement, the\nCompany shall (i) pay to Executive, in full satisfaction and in lieu of any and\nall other payments due and owing to Executive under the terms of this Agreement\n(other than any payments constituting reimbursement of expenses pursuant to\nSection 4 hereof), a severance payment in an amount equal to his then annual\nsalary (less all amounts, if any, required to be withheld), payable bi-weekly in\nequal installments, and (ii) continue to allow Executive to participate, at the\nCompany's expense and to the same extent that Executive had participated prior\nto termination of his employment, in the Company's health insurance and\ndisability insurance programs, to the extent permitted under such programs,\nuntil the earlier of (x) one year or (y) Executive becoming eligible to\nparticipate in another employer's group health and disability insurance plans.\nExecutive shall notify the Company of his acceptance of a position with a new\nemployer, together with the specific date on which Executive shall become\neligible for coverage in such new employer's health and disability insurance\nprograms, such notice to be given within 15 days following commencement of such\nemployment.\n\n     (h) Executive may terminate his employment at any time upon 30 days' prior\nwritten notice to the Company. Upon Executive's termination of his employment\nhereunder, this Agreement (other than Sections 4, 7, 8, 10, 12, 13, 14 and 15,\nwhich shall survive) shall terminate immediately. In such event, Executive shall\nbe entitled to receive such portion of Executive's annual salary as has been\naccrued 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\n     11. 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\n\n                                       7\n\n\n\nemployment contracts or understandings, 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     (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\n     12. 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\n     13. 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 $100.00\n\n                                       8\n\n\nper hour (with a minimum of $500 per day), plus out-of-pocket expenses\nincurred in rendering such assistance or giving or preparing to give such\ntestimony if it is required after termination of his employment hereunder.\n\n     14. 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\n(including without limitation disclosures to the Company's advisors and\nconsultants) or is required by law (in which case Executive shall give the\nCompany prior written notice of such required disclosure) or with the prior\nwritten consent of the Board of Directors of the Company), to any person, firm\nor corporation, any confidential information acquired by him during the course\nof, or as an incident to, his employment or the rendering of his advisory or\nconsulting services hereunder, relating to the Company or any of its\nsubsidiaries, the directors of the Company or its subsidiaries, any client of\nthe Company or any of its subsidiaries, or any corporation, partnership or other\nentity owned or controlled, directly or indirectly, by any of the foregoing, or\nin which any of the foregoing has a beneficial interest, including, but not\nlimited to, the business affairs of each of the foregoing. Such confidential\ninformation shall include, but shall not be limited to, proprietary technology,\ntrade secrets, patented processes, research and development data, know-how,\nmarket studies and forecasts, competitive analyses, pricing policies, employee\nlists, personnel policies, the substance of agreements with customers and\nothers, marketing or dealership arrangements, servicing and training programs\nand arrangements, customer lists and any other documents embodying such\nconfidential information. This confidentiality obligation shall not apply to any\nconfidential information which thereafter becomes publicly available other than\npursuant to a breach of this Section 14(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 documents, records, reports, writings and other\nsimilar documents containing confidential information, including copies thereof,\nthen in Executive's possession or control shall be returned and left with the\nCompany.\n\n     15. SPECIFIC PERFORMANCE.\n\n                  Executive agrees that if he breaches, or threatens to commit a\nbreach of, any of the provisions of Sections 12, 13 or 14 (the 'Restrictive\nCovenants'), the Company shall have, in addition to, and not in lieu of, any\nother rights and remedies available to the Company under law and in equity, the\nright to have the Restrictive Covenants specifically enforced by any court of\ncompetent jurisdiction, it being agreed that any breach or threatened breach of\nthe Restrictive Covenants would cause irreparable injury to the Company and that\nmoney damages would not provide an\n\n                                       9\n\n\nadequate remedy to the Company. Notwithstanding the foregoing, nothing\nherein shall constitute a waiver by Executive of his right to contest whether a\nbreach or threatened breach of any Restrictive Covenant has occurred.\n\n     16. 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\n     17. 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\n     18. 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\n     19. 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 mailing.\n\n     20. 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\n     21. 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 and stock options shall not be affected by\nthis Agreement.\n\n                                       10\n\n\n\n     22. SURVIVAL.\n\n     The termination of Executive's employment hereunder or the expiration of\nthis Agreement shall not affect the enforceability of Sections 4, 7, 10, 12, 13,\n14 and 15 hereof.\n\n     23. 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\n     24. 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\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date and year first above written.\n\n\n                                       BIO-TECHNOLOGY GENERAL CORP.\n\n\n                                       By:  \/s\/ SIM FASS\n                                       ----------------------------\n                                                Sim Fass\n\n\n                                           \/s\/  WILLIAM PURSLEY\n                                       ----------------------------\n                                                William Pursley\n\n                                       11\n\n\n\n                                  EXHIBIT 7(A)\n\n                             STOCK OPTION AGREEMENT\n\n                                  PURSUANT TO\n\n                          BIO-TECHNOLOGY GENERAL CORP.\n\n                             1992 STOCK OPTION PLAN\n\n\n                                     * * *\n\n\n     INCENTIVE STOCK OPTION AGREEMENT made as of the __th day of _____, ____,\nbetween BIO-TECHNOLOGY GENERAL CORP., a Delaware corporation (the 'Company'),\nand _________________, an employee of the Company or of a subsidiary of the\nCompany (the 'Optionee').\n\n                      W I T N E S S E T H:\n\n     WHEREAS, the Company desires, by affording the Optionee an opportunity to\npurchase shares of its Common Stock, $.01 par value per share (the 'Common\nStock'), as hereinafter provided, to carry out the purpose of the Company's 1992\nStock Option Plan (the 'Plan'):\n\n     NOW THEREFORE, in consideration of the premises and of the mutual covenants\nand agreements hereinafter contained, the parties hereto mutually covenant and\nagree as follows:\n\n     1. Grant of Option. The Company hereby grants to the Optionee an incentive\nstock option (the 'Option') to purchase all or any part of an aggregate of\n______ shares of Common Stock (such number being subject to adjustment as\nprovided in Paragraph 6) on the terms and conditions hereinafter set forth.\n\n     2. Purchase Price. The purchase price of the shares of Common Stock\nissuable upon exercise of the Option (the 'Option Price') shall be $______ per\nshare, which is not less than one hundred percent (100%) of the fair market\nvalue per share of Common Stock on the date hereof. Payment shall be made in\ncash, by certified check or in shares of Common Stock in the manner prescribed\nin Paragraph 7 hereof.\n\n     3. Term of Option. The term of the Option shall be for a period of ten (10)\nyears from the date hereof, subject to earlier termination as provided in\nParagraph 5. The Option is exercisable during its term only in accordance with\nthe provisions of Exhibit A attached hereto; provided, however, that if the\nOptionee is a citizen of the State of Israel, the Option may not be exercised in\nwhole or in part unless (i) the\n\n                                       12\n\n\nOptionee can, under applicable Israeli law, purchase the shares of Common\nStock, and (ii) all necessary permits, including but not limited to a specific\npermit from the Controller of Foreign Currency of the Bank of Israel, have been\nobtained by or on behalf of the Optionee.\n\n     Except as provided in Paragraph 5, the Option may not be exercised unless,\nat the time the Option is exercised and at all times from the date it was\ngranted, the Optionee shall then be and shall have been, an employee of the\nCompany or any subsidiary.\n\n     4. Nontransferability. The Option shall not be transferable otherwise than\nby will or the laws of descent and distribution to the extent provided in\nParagraph 5, and the Option may be exercised, during the lifetime of the\nOptionee, only by him. More particularly (but without limiting the generality of\nthe foregoing), the Option may not be assigned, transferred (except as provided\nabove), pledged or hypothecated in any way, shall not be assignable by operation\nof law, and shall not be subject to execution, attachment or similar process.\nAny attempted assignment, transfer, pledge, hypothecation or other disposition\nof the Option contrary to the provisions hereof and of the Plan, and the levy of\nany execution, attachment, or similar process upon the Option, shall be null and\nvoid and without effect; provided, however, that if the Optionee shall die while\nin the employ of the Company or any subsidiary, his estate, personal\nrepresentative, or beneficiary shall have the right to exercise the Option to\nthe extent provided in Paragraph 5.\n\n     5. Termination of Option. If the Optionee shall cease to be employed by the\nCompany or any subsidiary as the result of his dismissal without cause, then the\nOption, to the extent that it is exercisable by him at the time he ceases to be\nemployed by the Company or any subsidiary, and only to the extent that the\nOption is exercisable as of such time, may be exercised by him within three (3)\nmonths after such time; provided, however, that the Compensation and Stock\nOption Plan Committee may, in its sole discretion, determine that he has more\nthan three (3) months from the date he ceases to be employed by the Company or\nany subsidiary to exercise the Option.\n\n     If the Optionee shall cease to be employed by the Company or any subsidiary\nas the result of his dismissal for cause (as determined by the Board of\nDirectors in its sole discretion), then the Compensation and Stock Option Plan\nCommittee may, in its sole discretion, determine that the Option, to the extent\nthat it is exercisable by the Optionee at the time he ceases to be employed by\nthe Company or any subsidiary, and only to the extent that the Option is\nexercisable as of such time, may be exercised by him within thirty (30) days\nafter such time.\n\n     If the Optionee shall cease to be employed by the Company or any subsidiary\nas the result of his disability, then the Option, to the extent that it is\nexercisable by him at the time he ceases to be employed by the Company or any\nsubsidiary, and only to the extent that the Option is exercisable as of such\ntime, may be exercised by him within twelve (12) months after such time.\n\n                                       13\n\n\n     If the Optionee shall voluntarily terminate his employment with the Company\nor any subsidiary, then the Option, to the extent that it is exercisable by the\nOptionee at the time he ceases to be employed by the Company or any subsidiary,\nand only to the extent that the Option is exercisable as of such time, may be\nexercised by him within three (3) months after such time; provided, however,\nthat the Compensation and Stock Option Plan Committee may, in its sole\ndiscretion, determine that he has more than three (3) months from the date he\nceases to be employed by the Company or any subsidiary to exercise the Option.\n\n     If the Optionee shall die while in the employ of the Company or any\nsubsidiary, his estate, personal representative, or beneficiary shall have the\nright, subject to the provisions of Paragraph 3, to exercise the Option (to the\nextent that the Optionee would have been entitled to do so at the time of his\ndeath) at any time within twelve (12) months from the date of his death.\n\n     In the event of the institution of any legal proceedings directed to the\nvalidity of the Plan or the Option, the Company may, in its sole discretion, and\nwithout incurring any liability therefor to the Optionee, terminate the Option.\n\n     6. Changes in Capital Stock. Upon any readjustment or recapitalization of\nthe Company's capital stock whereby the character of the Common Stock shall be\nchanged, appropriate adjustments shall be made so that the capital stock\nissuable upon exercise of the Option after such readjustment or recapitalization\nshall be the substantial equivalent of the Common Stock issuable upon exercise\nof the Option. In the case of a merger, sale of assets or similar transaction\nwhich results in a replacement of the Common Stock with stock of another\ncorporation, the Company will make a reasonable effort, but shall not be\nrequired, to replace any outstanding Options granted under the Plan with\ncomparable options to purchase the stock of such other corporation, or will\nprovide for immediate maturity of all outstanding Options, with all Options not\nbeing exercised within the time period specified by the Board of Directors being\nterminated.\n\n     7. Method of Exercising Option. Subject to the terms and conditions of this\nAgreement, the Option may be exercised by written notice to the Company at its\noffices at 70 Wood Avenue South, Iselin, New Jersey 08830 (Attention:\nPresident). Such notice shall state that the Option is being exercised thereby\nand the number of shares of Common Stock in respect of which it is being\nexercised. It shall be signed by the person or persons so exercising the Option\nand shall be accompanied by payment in full of the Option Price for such shares\nof Common Stock in cash, by certified check or in shares of Common Stock.\n\n          If shares of Common Stock are tendered as payment of the Option Price,\nthe value of such shares shall be their fair market value as of the date of\nexercise. If such tender would result in the issuance of fractional shares of\nCommon Stock, the Company shall instead return the balance in cash or by check\nto the Optionee. The Company shall issue, in the name of the person or persons\nexercising the Option, and deliver a\n\n                                       14\n\n\ncertificate or certificates representing such shares as soon as practicable\nafter notice and payment shall be received.\n\n     In the event the Option shall be exercised by any person or persons other\nthan the Optionee, pursuant to Paragraph 5, such notice shall be accompanied by\nappropriate proof of the right of such person or persons to exercise the Option.\n\n     The Optionee shall have no rights of a stockholder with respect to shares\nof Common Stock to be acquired by the exercise of the Option until a certificate\nor certificates representing such shares are issued to him. All shares of Common\nStock purchased upon the exercise of the Option as provided herein shall be\nfully paid and non-assessable.\n\n     8. General. The Company shall at all times during the term of the Option\nreserve and keep available such number of shares of Common Stock as will be\nsufficient to satisfy the requirements of this Agreement, shall pay all original\nissue taxes, if any, with respect to the issuance of shares of Common Stock\npursuant hereto and all other fees and expenses necessarily incurred by the\nCompany in connection therewith, and shall, from time to time, use its best\nefforts to comply with all laws and regulations which, in the opinion of counsel\nfor the Company, shall be applicable thereto.\n\n     9. Representations of Optionee. The Optionee hereby represents that he and\nany related persons or entities, within the meaning of Section 425(d) of the\nInternal Revenue Code of 1986, do not own as much as ten percent (10%) of the\ntotal combined voting power of all classes of capital stock of the Company, and\nin accepting the Option herein granted to him, agrees to the terms of such\nOption as of the date hereof.\n\n     10. Notices. Each notice relating to this Agreement shall be in writing and\ndelivered in person or by first class mail, postage prepaid, to the address as\nhereinafter provided. Each notice shall be deemed to have been given on the date\nit is received. Each notice to the Company shall be addressed to it at its\noffices at 70 Wood Avenue South, Iselin, New Jersey 08830 (Attention:\nPresident). Each notice to the Optionee or other person or persons then entitled\nto exercise the Option shall be addressed to the Optionee or such other person\nor persons at the Optionee's last known address.\n\n     11. Reimbursement of Expenses. If the Optionee is not a citizen or resident\nof the United States, the Optionee, as a condition hereof, agrees to reimburse\nthe Company at its request for any foreign exchange premiums or license,\ntransfer taxes or similar sums of money payable outside the United States by the\nCompany in connection with the exercise of the Option under this Agreement.\n\n     12. Incorporation of Plan. Notwithstanding the terms and conditions herein,\nthis Agreement shall be subject to and governed by all the terms and conditions\n\n                                       15\n\n\nof the Plan. A copy of the Plan has been delivered to the Optionee and is\nhereby incorporated by reference. In the event of any discrepancy or\ninconsistency between the terms and conditions of this Agreement and of the\nPlan, the terms and conditions of the Plan shall control.\n\n     13. Continuance of Employment. The granting of the Option is in\nconsideration of the Optionee's continuing employment by the Company or any\nsubsidiary; provided, however, nothing in this Agreement shall confer upon the\nOptionee the right to continue in the employ of the Company or any subsidiary or\naffect the right of the Company or any subsidiary to terminate the Optionee's\nemployment at any time in the sole discretion of the Company or any subsidiary,\nwith or without cause.\n\n     14. Interpretation. The interpretation and construction of any terms or\nconditions of the Plan, or of this Agreement or other matters related to the\nPlan by the Compensation and Stock Option Plan Committee shall be final and\nconclusive.\n\n     15. Enforceability. This Agreement shall be binding upon the Optionee, his\nestate, his personal representatives and beneficiaries.\n\n     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly\nexercised by its officer thereunto duly authorized, and the Optionee has\nhereunto set his hand all as of the day and year first above written.\n\n\n                               BIO-TECHNOLOGY GENERAL CORP.\n\n\n\n                               By:______________________________\n                                       Authorized Officer\n\n\n\n                               OPTIONEE\n\n\n                               _________________________________\n\n\n                               Address:_________________________\n\n\n                               _________________________________\n\n\n                                       16\n\n\n\n\n                                  EXHIBIT A TO\n\n                        INCENTIVE STOCK OPTION AGREEMENT\n\n\n\n     The Option is exercisable during its term only in accordance with the\nfollowing:\n\n\n  No. of Years\n  From Date of                         Percentage Exercisable\nOption Agreement               Per Time Period         Cumulative\n- ----------------               ---------------     -----------------\n    \nOne .......................    25% = ______ sh.    25% =  ______ sh.\n\nTwo .......................    25% = ______ sh.    50% =  ______ sh.\n\nThree .....................    25% = ______ sh.    75% =  ______ sh.\n\nFour ......................    25% = ______ sh.   100% =  ______ sh.\n\n                                       17\n\n\n\n\n                                  EXHIBIT 8(A)\n\n                                PROMISSORY NOTE\n\n         THIS NOTE IS SUBJECT TO CERTAIN TERMS CONTAINED IN AN EMPLOYMENT\n         AGREEMENT ENTERED INTO BY AND BETWEEN WILLIAM PURSLEY AND\n         BIO-TECHNOLOGY GENERAL CORP., DATED APRIL __, 1995 (THE 'EMPLOYMENT\n         AGREEMENT').\n\n$40,000.00                                                        April___, 1995\n\n     FOR VALUE RECEIVED, the undersigned, William Pursley (the 'Maker') hereby\nabsolutely and unconditionally promises to pay to the order of BIO-TECHNOLOGY\nGENERAL CORP. (the 'Holder') or its assigns, at the Holder's office at 70 Wood\nAvenue South, Iselin, New Jersey or at such other place as the Holder may\ndesignate by written notice to the Maker, the principal sum of Forty Thousand\nUnited States Dollars ($40,000) on or before April ___, 1996 (the 'Maturity\nDate'), together with simple interest on the unpaid principal balance from time\nto time outstanding at the rate of 6.8% per annum from the date hereof to\nmaturity. The Maker agrees to pay any costs and expenses (including reasonable\nattorneys' fees and disbursements) incurred by the Holder in the collection of\ninterest and\/or principal on this Note which is not paid when due. Payments of\nboth principal and interest shall be made in lawful money of the United States.\n\n     The Maker shall have the right to prepay this Note, in whole or in part, at\nany time without penalty. Any prepayments shall be applied first to accrued\ninterest until the entire amount thereof has been paid and next to principal.\n\n     The unpaid principal amount shall forthwith mature, together with the\ninterest accrued thereon, in the event of the happening of any one or more of\nthe following events: (a) any petition in bankruptcy is filed by or against the\nMaker, or any proceedings in bankruptcy, or under any Act of Congress relating\nto the relief of debtors, being commenced for the relief or readjustment of any\nindebtedness of Maker; (b) the making by Maker of an assignment for the benefit\nof creditors or the taking advantage by Maker of any insolvency law; or (c) the\nappointment of a receiver of any property of the Maker.\n\n     Notwithstanding the forgoing, the Company agrees to forgive repayment of\nthe principal amount of the loan and all accrued interest thereon, if any one of\nthe following occurs on or before the Maturity Date: (i) the Maker's employment\nwith the Holder is terminated by the Holder for any reason which would not\nconstitute justifiable cause (as defined in Section 10(d) of the Employment\nAgreement) following a Change in Control of the Company (as defined in 8(c) of\nthe Employment Agreement); (ii) the Maker's employment with the Holder\nterminates by reason of the death or disability (as defined in Section 10(c) of\nthe Employment Agreement) of the Maker; or (iii) the Holder shall terminate the\nMaker's employment for any reason\n\n                                       18\n\n\n\nwhich would not constitute justifiable cause (as defined in Section 10(d)\nof the Employment Agreement). Additionally, the Company shall forgive repayment\nof the principal amount of the loan and all accrued interest thereon on the\nMaturity Date if, on that date, the Maker is still an employee of the Holder.\n\n     No failure or delay on the part of the Holder in exercising any right\nhereunder shall operate as a waiver thereof, nor shall any single or partial\nexercise by the Holder of any right hereunder preclude any other or future\nexercise thereof or the exercise of any other rights hereunder. No waiver shall\nbe deemed to be made by the Holder of any of its rights hereunder unless the\nsame shall be in writing, signed on behalf of the Holder, and each waiver, if\nany, shall be a waiver only with respect to the specific instance involved and\nshall in no way impair the rights of the Holder or the obligations of the Maker\nto the Holder in any other respect at any other time. All amendments hereto must\nbe in writing.\n\n     The Holder may assign all or any part of its interest in this Note and the\ntransferee(s) shall thereupon be vested with all the powers and rights herein\ngiven to the Holder with respect hereto.\n\n     This Note is executed under and is to be construed by the laws of the State\nof New Jersey, without giving effect to conflicts of law. Presentment, demand\nfor payment, notice of dishonor, protest and notice of protest are hereby\nexpressly waived.\n\n\n                                        ______________________________\n                                               William Pursley\n                                       19\n\n\n\n                                  EXHIBIT 8(B)\n\n                                PROMISSORY NOTE\n\n         THIS NOTE IS SUBJECT TO CERTAIN TERMS CONTAINED IN AN EMPLOYMENT\n         AGREEMENT ENTERED INTO BY AND BETWEEN WILLIAM PURSLEY AND\n         BIO-TECHNOLOGY GENERAL CORP., DATED APRIL __, 1995 (THE 'EMPLOYMENT\n         AGREEMENT').\n\n$40,000.00                                                      April ___, 1995\n\n     FOR VALUE RECEIVED, the undersigned, William Pursley (the 'Maker'), hereby\nabsolutely and unconditionally promises to pay to the order of BIO-TECHNOLOGY\nGENERAL CORP. (the 'Holder') or its assigns, at the Holder's office at 70 Wood\nAvenue South, Iselin, New Jersey or at such other place as the Holder may\ndesignate by written notice to the Maker, the principal sum of Forty Thousand\nUnited States Dollars ($40,000) on or before June 30, 1997 (the 'Maturity\nDate'), together with simple interest on the unpaid principal balance from time\nto time outstanding at the rate of 6.8% per annum from the date hereof to\nmaturity. The Maker agrees to pay any costs and expenses (including reasonable\nattorneys' fees and disbursements) incurred by the Holder in the collection of\ninterest and\/or principal on this Note which is not paid when due. Payments of\nboth principal and interest shall be made in lawful money of the United States.\n\n     Notwithstanding the forgoing, the undersigned agrees that this Note will\nbecome immediately due and payable, with all accrued interest thereon, upon the\noccurrence of any of the following: (i) if the Holder shall terminate the\nundersigned's employment for justifiable cause (as defined in Section 10(d) of\nthe Employment Agreement), on such date; (ii) if the undersigned shall resign\nfrom his position with the Holder, on the effective date of such resignation;\n(iii) any petition in bankruptcy is filed by or against the Maker, or any\nproceedings in bankruptcy, or under any Act of Congress relating to the relief\nof debtors, being commenced for the relief or readjustment of any indebtedness\nof Maker; (iv) the making by Maker of an assignment for the benefit of creditors\nor the taking advantage by Maker of any insolvency law; or (v) the appointment\nof a receiver of any property of the Maker. Notwithstanding the foregoing, the\nCompany shall forgive repayment of this Note, and all accrued interest thereon,\nif prior to this Note becoming due and payable the Maker's employment with the\nHolder is terminated by the Holder for any reason which would not constitute\njustifiable cause (as defined in Section 10(d) of the Employment Agreement)\nfollowing a Change in Control of the Company (as defined in 8(c) of the\nEmployment Agreement).\n\n     The Maker shall have the right to prepay this Note, in whole or in part, at\nany time without penalty. Any prepayments shall be applied first to accrued\ninterest until the entire amount thereof has been paid and next to principal.\n\n                                       20\n\n\n     No failure or delay on the part of the Holder in exercising any right\nhereunder shall operate as a waiver thereof, nor shall any single or partial\nexercise by the Holder of any right hereunder preclude any other or future\nexercise thereof or the exercise of any other rights hereunder. No waiver shall\nbe deemed to be made by the Holder of any of its rights hereunder unless the\nsame shall be in writing, signed on behalf of the Holder, and each waiver, if\nany, shall be a waiver only with respect to the specific instance involved and\nshall in no way impair the rights of the Holder or the obligations of the Maker\nto the Holder in any other respect at any other time. All amendments hereto must\nbe in writing.\n\n     The Holder may assign all or any part of its interest in this Note and the\ntransferee(s) shall thereupon be vested with all the powers and rights herein\ngiven to the Holder with respect hereto.\n\n     This Note is executed under and is to be construed by the laws of the State\nof New Jersey, without giving effect to conflicts of law. Presentment, demand\nfor payment, notice of dishonor, protest and notice of protest are hereby\nexpressly waived.\n\n\n                                           ____________________________________\n                                                     William Pursley\n                                       21\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-38987","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\/38987","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=38987"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38987"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38987"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38987"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}