Preview | Employment Agreement |

EMPLOYMENT AGREEMENT

THIS AGREEMENT made in Oceanport, New Jersey as of the 1st day of March 2006, between SyntheMed, Inc., a Delaware corporation (the "Company") and Eli Pines, PhD the undersigned individual ("Executive").

In consideration of the mutual covenants and agreements hereinafter set forth, the Com-pany and Executive agree as follows:

1. Agreement Term.

The term of this Agreement shall be the three-year period commencing on March 1, 2006 (the "Employment Date") and ending on the third anniversary of the Employment Date (the "Agreement Term"). It is understood and agreed by the parties hereto that absent prior written notice to the Executive of the Company?s intent to terminate this Agreement, such notice being received by the Executive at least six months prior to the end of the Agreement Term or unless the Company has exercised its right to terminate this Agreement under Sections 5.(b) or 5.(c), the Agreement Term shall automatically be extended in annual increments as of the anniversary of the Employment Date.

2. Employment.

(a) Employment by the Company. Executive agrees to be employed by the Company for the Agreement Term upon the terms and subject to the conditions set forth in this Agreement. Executive shall have the titles of Vice President of Research and Chief Scientific Officer reporting to the President & CEO. Executive shall have such duties as may be prescribed by the Com-pany and shall serve in such other and/or additional position(s) as the Company may determine from time to time. Executive shall also serve as a Corporate Officer of the Company. The Company will at all times treat the Executive with dignity, honesty and respect, and will provide Executive with such resources as in the Company's judgement shall enable the Executive to discharge his responsibilities.

(b) Performance of Duties. Throughout the Agreement Term, Executive shall faithfully and diligently perform Executive's duties in conformity with the directions of the Company and serve the Company to the best of Executive's ability. Executive shall devote Executive's entire working time, attention and energies to the business and affairs of the Com-pany, subject to vacations and sick leave as provided herein and in accordance with Company policy.

(c) Place of Performance. During the Agreement Term, Executive shall, subject to travel requirements on behalf of the Company, be based at the Executive?s personal residence or such other location(s) in central New Jersey as the Company may determine.

3. Compensation and Benefits.

(a) Base Salary. The Company agrees to pay to Executive for employment hereunder a base salary ("Base Salary") at the annual rate of $214,250. The Base Salary shall be increased prospectively on each anniversary of the Employment Date during the Agreement Term, by such amount as the Board of Directors of the Company shall determine is necessary and appropriate to give effect to increases in the cost of living. The Base Salary shall be pay-able in installments consistent with the Company's payroll practices then in effect.

(b) Benefits and Perquisites; Bonus and Stock Options. Executive shall be entitled to participate in, to the extent Executive is otherwise eligible under the terms thereof, the benefit plans and programs, including medical and savings and retirement plans, and receive the benefits and perquisites, generally provided to employees of the same level and responsibility as Executive. Executive shall be entitled to four weeks vacation during each year of the Agreement Term. Nothing in this Agreement shall preclude the Company from terminating or amending from time to time any employee benefit plan or program. Executive shall be eligible for bonuses and stock options, at such times and in such amounts as shall be determined at the discretion of the Board of Directors of the Company based on their assessment of Executive's performance of his duties and on the financial performance of the Company.

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