EMPLOYMENT AGREEMENT



     AGREEMENT made as of the 26th day of April, 2004, by and between Able

Laboratories, Inc., a Delaware corporation, with its principal office in

Needham, Massachusetts (the "Company"), and Robert Mauro of Miller, New York

(the "Executive").



                                   WITNESSETH



     WHEREAS, the Corporation and the Executive desire to set forth the terms

and conditions on which, from and after the Effective Date, (i) the Corporation

shall employ the Executive, (ii) the Executive shall render services to the

Corporation, and (iii) the Corporation shall compensate the Executive for such

services;



     NOW THEREFORE, in consideration of the mutual covenants contained herein,

the Company and the Executive (individually a "Party" and together the

"Parties") agree as follows:



     1. Employment



          1.1. Term of Employment. This Agreement will be effective on the day

the Executive begins employment (the "Effective Date") and end at the close of

business on the fifth anniversary of the Effective Date (the "Initial Term");

provided, however, that the Initial Term shall thereafter be automatically

extended for additional one-year periods (together with the Initial Term, the

"Term") unless either the Company or the Executive gives the other written

notice at least 120 days prior to the then-scheduled expiration of the Term that

such Party is electing not to so extend the Term. Notwithstanding the foregoing,

the Term shall end on the date on which the Executive's employment is terminated

by either Party in accordance with the provisions herein.



          1.2. Title and Responsibilities. The Executive shall serve the Company

in a senior executive capacity, initially as President and Chief Operating

Officer. In such positions, the Executive shall have the duties,

responsibilities and authorities as determined and designated from time to time

by the Chief Executive Officer and Board of Directors of the Company, including,

without limitation, management authority with respect to, and direct

responsibility for all of the Company's operations in the areas of

manufacturing, quality control (which currently includes regulatory affairs) and

quality assurance, sales, marketing, shipping, warehousing, and human resources,

as well as assisting the Chief Executive Officer in all other activities

including, without limitation, research and development (which will include

regulatory affairs), business development, finance and accounting. The Executive

shall serve under the direction and supervision of, and report to, the Chief

Executive Officer and shall be a member of the Product Selection Committee.

Notwithstanding the above, the Executive shall not be required to perform any

duties and responsibilities which would result in noncompliance with or

violation of any applicable law or regulation.



          1.3. Nomination to Board of Directors. The Company shall cause the

Executive to be appointed to the Board of Directors upon the Effective Date, and

shall cause the Executive to be nominated for election to the Company's Board of

Directors during the term, subject at all times to the Company's obligations

under applicable laws and regulations, including without limitation Rule 4350 of

the Marketplace Rules of the Nasdaq Stock Market, Inc.



{PAGE}



     2. Compensation and Benefits. The compensation and benefits payable to the

Executive under this Agreement shall be as follows:



          2.1. Salary. For all services rendered by the Executive to the

Company, the Executive shall be entitled to receive a base salary ("Base

Salary") at the rate of $350,000 per year beginning as of the Effective Date.

The Executive's Base Salary shall be reviewed annually by the Compensation

Committee of the Board of Directors, with the first review to occur in or around

January 2005, and shall be subject to increase from time to time as approved by

the Compensation Committee of the Board of Directors. In addition, if the

Compensation Committee of the Board of Directors increases the Executive's

annual base salary, such increased annual Base Salary shall become a floor below

which such annual Base Salary shall not fall (other than concurrently with

across-the-board salary reductions based on the Company's financial performance

similarly affecting all senior management personnel of the Company) without the

Executive's written consent. The Executive's salary shall be payable in periodic

installments in accordance with the Company's usual practice for its senior

executives.



          2.2. Initial Bonus. The Company shall pay the Executive a bonus of

$100,000 to be paid at commencement of employment; provided, that if the

Executive terminates his employment voluntarily before the first anniversary of

the Effective Date then the Executive shall repay an amount pro-rated

proportionally to the percentage of the first year of employment not completed.



          2.3. Performance Bonus. The Executive shall be eligible to earn a

bonus of opportunity equal to at least the greater of (i) 50% of his Base Salary

or (ii) $200,000, based on achievement of pre-determined objectives set by the

Compensation Committee. The Compensation Committee of the Board of Directors

shall determine, on an annual basis, the amount of any bonus to be paid to the

Executive for such year and the Executive's performance objectives for the

upcoming year; provided however the bonus for 2004 will be guaranteed to be no

less than $200,000.



          2.4. Reimbursement for Certain Expenses. The Executive shall be paid a

monthly stipend of $2,000 for expense associated with the purchase, or lease,

and use of an automobile. The Executive shall comply with such reasonable

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC