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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Delcath Systems, Inc.

Date:

2007

Size:

Preview shows 6KB of 34KB total

Price:

$36

ID:

#2903463

 

 

► Employment ► Employment Agreements
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                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
the 2nd day of July, 2007 by and between Delcath Systems, Inc., a Delaware
corporation (hereinafter called the "Company"), and Richard L. Taney
(hereinafter called the "Executive").

RECITALS

WHEREAS, the Company desires to employ Executive as the Chief Executive
Officer of the Company; and

WHEREAS, Executive is willing to be employed as the Chief Executive
Officer of the Company in the manner provided for herein, and to perform the
duties of the Chief Executive Officer of the Company upon the terms and
conditions herein set forth;

AGREEMENT

NOW, THEREFORE, in consideration of the promises and mutual covenants
set forth herein, the parties agree as follows:

1. EMPLOYMENT.

1.1 EMPLOYMENT AND TERM. The Company hereby agrees to employ
the Executive and the Executive hereby agrees to serve the Company, on the terms
and conditions set forth herein, for the period commencing on the date hereof
and expiring on July 1, 2009 (the "Initial Term") unless sooner terminated as
hereinafter set forth; provided, however, that commencing on July 1, 2009 the
Initial Term of this Agreement shall automatically be extended for one
additional year unless at least ninety (90) days prior to such date, the
Executive shall have delivered to the Company written notice that the term of
the Executive's employment hereunder will not be extended.

1.2 DUTIES OF EXECUTIVE. The Executive shall serve as the
Chief Executive Officer of the Company and shall have powers and authority
superior to any other officer or employee of the Company or of any subsidiary of
the Company, including, without limitation, the duties and responsibilities
customarily associated with a chief executive (e.g., control of day-to-day
operations, signing checks, hiring and firing, etc.). The Executive shall be
required to report solely to, and shall be subject solely to the supervision and
direction of the Board of Directors and no other person or group shall be given
authority to supervise or direct Executive in the performance of his duties. In
addition, the Executive shall regularly consult with the Chairman of the Board
with respect to the Company's business and affairs. The Executive shall devote
substantially all his working time and attention to the business and affairs of
the Company (excluding any vacation and sick leave to which the Executive is
entitled), render such services to the best of his ability, and use his
reasonable best efforts to promote the interests of the Company. It shall not be
a violation of this Agreement for the Executive to (A) serve on corporate, civic
or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions, and (C) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement. The Executive's obligations hereunder shall run
only to the Company, and not to the Company's affiliates, if any.


1.3 PLACE OF PERFORMANCE. In connection with his employment by
the Company, the Executive shall be based at the Company's principal executive
offices except for travel reasonably necessary in connection with the Company's
business.


{PAGE}

2. COMPENSATION.

2.1 BASE SALARY. Commencing on the effective date of this
Agreement, the Executive shall receive a base salary at the monthly rate of not
less than $33,000 (the "Base Salary") during the term of this Agreement, with
such Base Salary payable in installments consistent with the Company's normal
payroll schedule, subject to applicable withholding and other taxes. The Base
Salary shall not be decreased for any reason.

2.2 INCENTIVE COMPENSATION. The Executive shall be entitled to
receive such bonus payments or incentive compensation as may be determined at
any time or from time to time by the Board (or any authorized committee thereof)
in its discretion. Such potential bonus payments and/or incentive compensation
shall be considered at least annually by the Board or committee.

2.3 STOCK OPTIONS.

(a) The Executive shall be entitled to
participate in all stock option plans (the "Plans")
in effect during the term of this Agreement.

(b) The Company hereby agrees that the
Executive shall receive stock options to purchase
50,000 shares of common stock for each six months that this Agreement is in
effect. Such options shall be priced based on the closing price of the Company's
common stock on each applicable six month anniversary. The Company's
compensation committee shall determine the vesting schedule for such options in
accordance with its policy.

 

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