AMENDEDAND RESTATED EMPLOYMENT AGREEMENT

1.           Duties of Employee.  The Employee shall, during the Employment Period (as defined below), be designated as the Chief Executive Officer and Chief Scientific Officer of the Company.  In the Employee's capacity as such, he shall perform such general management and administrative duties and functions for the Company as are customarily performed by the chief executive officer of corporations of a similar size in the medical research field.

2.           Term.  This Agreement shall commence on, retroactively on January 1, 2005 and shall terminate on December 31, 2010 (the "Initial Termination Date") unless sooner terminated in accordance with Section 5 hereof or unless renewed as hereinafter provided (such period of employment together with any extension thereto hereinafter being called the "Employment Period”).  This Agreement shall be automatically renewed for successive one (1) year periods after the initial Termination Date unless written notice of refusal to renew is given by one party to the other at least ninety days prior to the Initial Termination Date or the expiration date of any renewal period.

 

 

(d)          The Employee has been granted non-qualified stock options to purchase 80,000 shares of the Company's Common Stock, $.01 par value, (the "Common Stock"), in accordance with the terms of the Stock Option Agreement dated August 8, 1991, which is attached hereto as Exhibit A, provided, however, section 4 thereof is hereby deleted in its entirety and in lieu thereof the following is hereby substituted therefor:

“The options shall, to the extent not theretofore exercised and, subject to the provisions of section 5, expire and become void on December 31, 2010, unless the employment period of William A. Carter, M.D. is extended beyond December 31, 2010, in which event the options shall, subject to the provisions of section 5, expire on the last day of the extended employment period of William A. Carter, M.D.”

 

 

4.           Fringe Benefits.  During the Employment Period, the Employee shall be entitled to receive such fringe benefits as shall be applicable from time to time to the Company's executives generally, including but not limited to such pension, vacation, group life and health insurance, and disability benefit plans as may be maintained by the Company from time to time.  Additionally, during the Employment Period, the Company shall pay, for the benefit of the Employee, the premiums for a disability insurance policy in the face amount of $200,000 and the premiums for term life insurance policies in the aggregate face amount of $1,800,000 insuring the life of the Employee, with the Employee having the right to designate the beneficiary or beneficiaries thereof.

5.           Termination. (a) The Company may discharge the Employee for cause at any time as provided herein, For purposes hereof, “cause” shall mean the willful engaging by Employee in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company. for purposes of this Agreement, no act, or failure to act, on Employee's part shall be deemed "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company.  Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause unless and until the Company delivers to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Employee was guilty of conduct set forth above and specifying the particulars thereof in detail.

 

 

 

7.           Employee's Representations and Warranties.  The Employee hereby represents and warrants to the Company that he has the right to enter into this Agreement, and his execution, delivery and performance of this Agreement (a) will not violate any contract to which the Employee is a party or any applicable law or regulation nor give rise to any rights in any other person or entity and (b) are not subject to the consent of any other person or entity, including, without limitation, Hahnemann University.

8.           Confidentiality, Invention and Non-Compete Agreement.  The Employee confirms his obligation to be bound by the terms of the Confidentiality, Invention and Non-Compete Agreement attached hereto as Exhibit B, executed as of July 1, 1993.

9.           Notices.  Any notice or other communication pursuant to this Agreement shall be in writing and shall be sent by telecopy or by certified or registered mail addressed to the respective parties as follows:

(i)

If to the Company, to:

(ii)

If to the Employee, to:

10.        Survival.  Notwithstanding anything in section 2 hereof to the contrary, the Confidentiality, Invention and Non-Compete Agreement shall survive any termination of this Agreement or any termination of the Employee's services.

11.        Modification.  No modification or waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such modification or waiver is sought unless it is made in writing and signed by or on behalf of both parties hereto.

12.        Miscellaneous. (a) This Agreement shall be subject to and construed in accordance with the laws of the Commonwealth of Pennsylvania.

 

 

IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.