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Title: |
Employment Agreement |
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Date: |
2006 |
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Preview shows 7KB of 30KB total |
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Price: |
$45 |
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ID: |
#2486251 |
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EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) is entered into as of August 29, 2006 (the Effective Date), by and between Teragenix Corporation, a Florida corporation (the Company), and Valentin Adia (Executive) (together, the Parties).
INTRODUCTION
WHEREAS, the shareholders of the Company and HemaCare Corporation, a California corporation (HemaCare) are entering into that certain Stock Purchase Agreement of even date herewith (the Stock Purchase Agreement);
WHEREAS, it is a condition to the consummation of the transactions contemplated by the Stock Purchase Agreement that the Company and Executive enter into this Agreement; and
WHEREAS, the Company desires to employ Executive as of the Effective Date and Executive desires to accept employment with the Company on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing recital and the respective covenants and agreements of the Parties contained in this document, the Company and Executive agree as follows:
1. Employment.
(a) Title; Duties. During the Term, Executive will serve as Vice President, Business Development of the Company, and will report directly to the Companys Division President (the Company President). Executive shall have such duties consistent with that of a Vice President, Business Development that may from time to time be designated or assigned to Executive pursuant to the directives of the Company President. Executive shall perform faithfully the duties assigned to him to the best of his ability.
(b) Other Activities. During the Term, Executive shall devote his entire productive business time and attention to his duties on the Companys behalf except for sick leave, vacations and approved leaves of absence; provided, however, that nothing in this Agreement shall prohibit Executive from (i) serving as a director of any entity or business enterprise which is not in direct competition with the business of the Company or any present or future affiliate of the Company and which does not create a real or perceived conflict of interest, (ii) otherwise participating in educational, welfare, social, religious and civic organizations or (iii) making any investments (other than passive investments, as defined below) in the securities of any entity or business enterprise which is not in direct competition with the business of the Company or any present or future affiliate of the Company and which does not create a real or perceived conflict of interest; provided, that Executive obtains the prior approval of HemaCares President and Chief Executive Officer (CEO) with respect to any position described in clause (i) of this Section 1(b) and any investment (other than any passive investments) described in clause (iii) of this Section 1(b), which approval shall not be
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unreasonably withheld, delayed or conditioned. An investment shall be considered a passive investment to the extent that such securities (x) are actively traded on a United States national securities exchange, on the NASDAQ National Market System or Small Cap Market System, on the OTC Bulletin Board, or on any foreign securities exchange, and (y) represent, at the time such investment is made, less than five percent (5%) of the aggregate voting power of such entity or business enterprise.
2. Employment Term. Subject to Section 9, Executives employment hereunder shall be for a term of thirty-six (36) months commencing on the Effective Date and expiring at the close of business on the day prior to the thirty-six (36) month anniversary of the Effective Date (the Term). This Agreement shall automatically renew for successive one (1) year periods following the initial Term and any extensions thereof, if applicable, unless either party provides written notice to the other party not less than ninety (90) days prior to the end of the then-existing Term, that such party does not desire the Term to automatically renew, in which event this Agreement shall terminate as of the last day of the then-existing Term.
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