Attached files
| file | filename |
|---|---|
| EX-31.1 - AIM ImmunoTech Inc. | v211077_ex31-1.htm |
| EX-32.2 - AIM ImmunoTech Inc. | v211077_ex32-2.htm |
| EX-32.1 - AIM ImmunoTech Inc. | v211077_ex32-1.htm |
| EX-23.1 - AIM ImmunoTech Inc. | v211077_ex23-1.htm |
| EX-31.2 - AIM ImmunoTech Inc. | v211077_ex31-2.htm |
| 10-K/A - AIM ImmunoTech Inc. | v211077_10ka.htm |
Exhibit
10.26
EMPLOYMENT
AGREEMENT
Agreement
made and entered into as of January 1, 2007 between Hemispherx Biopharma, Inc. a
Delaware Corporation (the “Company”) and Wayne Springate, of Philadelphia
Pennsylvania (“Employee”)
In
consideration of the premises and the mutual covenants and conditions herein
contained the Company and Employee hereby agree as follows:
1. Employment. The
Company employs Employee and Employee agrees to serve the Company as a Vice
President for Operations. As Vice President for Operations Employee
shall report to the Chief Operating Officer and shall be responsible for those
duties described on Schedule “A” attached hereto and made a part hereof and such
other responsibilities as may be assigned by the Chief Operating
Officer.
2. Term. This
Agreement shall commence retroactively, as of January 1, 2007 and shall
terminate on April 30, 2008 (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
original Termination Date unless written notice of refusal to renew is given by
one party to the other at least sixty days prior to the initial Termination Date
or the expiration of any renewal period.
3. Compensation.
(a)
As
compensation for the services to be performed hereunder, the Company shall pay
to the Employee a salary (the "Salary"), as hereinafter provided, payable at
such times as salaries of other senior executives of the company are paid but no
less frequently than monthly. The Salary shall be at a rate of One
Hundred Fifty Thousand and 00/100—Dollars ($150,000.00) per
year.
(b)
As
additional compensation for the services to be performed hereunder, the Company
shall issue to the Employee as of May 1, 2007 options to purchase 20,000 shares
of the Company common stock with an exercise price equal to 110% of the closing
price of the Company stock on the American Stock Exchange on May 1,
2007. The options shall have a ten year term, and shall vest during
the Employment Period according to the following schedule: 25% of the
options shall vest on July 31, 2007, 25% of the options shall vest on October
31, 2007, 25% of the options shall vest on January 31, 2008 and the balance of
the options shall vest on April 30, 2008. All options not vested upon
termination of employment shall be void.
(c)
The
Employee shall be eligible to be paid a performance bonus in an amount up to
twenty (20%) of his Salary in the sole discretion of the Compensation Committee
of the Board of Directors based on the Employee's performance. The
performance bonus shall be eligible to be paid in cash within 60 days of the
close of the calendar year.
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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.
5. Services. Employee
agrees to serve the Company faithfully and to the best of his ability, and shall
devote one hundred percent (100%) of his business time, attention and energies
to the business of the Company during regular business hours and at other times
during the week as reasonably requested by the Company
and/or
required by the demands of his position.
6. Expenses. During
the Employment Period, Employee, upon presentation of payment vouchers or
receipts, will be reimbursed for the reasonable and necessary expenses incurred
by him in providing services pursuant to this Agreement.
7. Termination.
(a) The
Company may discharge Employee for cause at any time as provided
herein. For purposes hereof, “cause” shall mean the failure of
Employee, other than by reason of disability, to perform his services hereunder
or the willful engaging by Employee in illegal conduct or gross misconduct which
is injurious to the Company.
(b)
This
Agreement shall terminate upon the death of Employee or disability of Employee
which has lasted for a continuous period of not less than three (3)
months.
(c)
Employee
shall have the right to terminate this Agreement upon not less than thirty (30)
days prior written notice of termination.
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8.
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Effect of
Termination.
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(a) In the event that this Agreement is terminated for
"cause" pursuant to subsection 7(a), the Company shall pay Employee, at the time
of such termination, only the fees due and payable to him through the date of
the termination of this Agreement.
(b) In
the event that this Agreement is terminated by the Company at any time without
"cause", as defined in subsection 7(a), the Company shall pay to Employee, at
the time of such termination, the fees otherwise due and payable to him through
the last day of the then current term of this Agreement.
(c) In
the event this Agreement is terminated at his election pursuant to subsection
7(c) or due to Employee’s death or disability pursuant to Section 7(b), the
Company shall pay to Employee, at the time of such termination, the fees
otherwise due and payable to him through the last day of the month in which such
termination occurs.
9. Employee’s Representations
and Warranties. 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 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.
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10. 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:
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(i)
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If
to the Company, to:
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HEMISPHERX
BIOPHARMA, INC.
One Penn Center
1617 JFK Boulevard
Philadelphia, Pennsylvania
1910
Telecopier No.: (215)
988-1739
Attention:
President
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(ii)
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If
to Employee, to:
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Wayne Springate
1017 N. Orianna Street
Philadelphia,
PA 19123
or to
such other address as the parties shall have designated by notice to the other
parties given in accordance with this section. Any notice or other
communication shall be deemed to have been duly given if personally delivered or
mailed via registered or certified mail, postage prepaid, return receipt
requested, or, if sent by telecopy, when confirmed.
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.
(b) The
waiver by either party of a breach of any provision of this Agreement by the
other party shall not operate and be construed as a waiver or a continuing
waiver by that party of the same or any subsequent breach of any provision of
this Agreement by the other party.
(c) If
any provisions of this Agreement or the application thereof to any person or
circumstance shall be determined by an arbitrator (or panel or arbitrators) or
any court of competent jurisdiction to be invalid or unenforceable to any
extent, the remainder hereof, or the application of such provision to persons or
circumstances other than those as to which it is so determined to be invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be
valid and shall be enforced to the fullest extent permitted by
law.
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(d)
This
Agreement shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, executors and administrators, successors and
assigns.
(e)
This
Agreement shall not be assignable in whole or in part by either party, except
that the Company may assign this Agreement to and it shall be binding upon any
subsidiary or affiliate of the Company or any person, firm or corporation with
which the Company may be merged or consolidated or which may acquire all or
substantially all of the assets of the Company.
IN WITNESS WHEREOF, this
Agreement has been signed by the parties hereto as of the date first above
written.
HEMISPHERX
BIOPHARMA, INC.
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By:
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/s/William A. Carter
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William
A. Carter, Chief Executive Officer
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/s/Wayne Springate
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Wayne
Springate
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Schedule
“A”
JOB
SUMMARY:
Plans,
organizes, directs, and controls the activities of the Operations function at
the New Brunswick Facility. Responsible for the performance of all
department functions – Manufacturing, Material Management, Order Services,
Engineering and Budgeting.
ESSENTIAL
FUNCTIONS:
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1.
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Reviews
and approves adequate plans for the control of planned outputs, budget
spending, labor efficiency, material efficiency, engineering
effectiveness, customer service, and order entry efficiency (ICS), along
with human utilization.
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2.
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Presents
bi-monthly reports on performance as requested by upper
management.
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3.
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Develops
and presents to upper management matters requiring a
decision.
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4.
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Defines
and recommends objectives in each area of operations. Develops
specific short-term and long-term plans and programs, together with
supporting budget requests and financial
estimates.
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5.
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Reviews
and approves cost control reports, cost estimates, and manpower and
facilities requirements forecasts.
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6.
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Coordinates
and collaborates with other divisions of the corporation in establishing
and carrying out responsibilities.
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7.
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Reviews
and approves the setting of budgets throughout the New Brunswick
facility.
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8.
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Develops
plans for new areas of technology for the manufacturing functions along
with sufficient planning for areas that support the mission of Hemispherx
within manufacturing.
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MANAGEMENT
RESPONSIBILITIES:
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1.
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Reviews
and approves the implementation of manufacturing and organizational plans
that support the Operations Master Plan in New
Brunswick.
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2.
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Establishes
objectives and procedures governing the performance of assigned
activities. Issues specific annual objectives to immediate
subordinates.
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3.
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Identifies
training needs, initiates development of subordinates and recommends
effective personnel action.
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4.
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Maintains
appropriate communications within area of
responsibility.
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5.
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Keeps
employees informed as to company/department plans and
progress.
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6.
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Coordinates
activities of assigned Hemispherx divisions with those of other
divisions. Seeks mutual agreement on problems involving
coordination.
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7.
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Consults
with all segments of management responsible for policy or
action. Ensures compliance within area of
responsibility. Makes recommendations for improving
effectiveness of policies and
procedures.
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8.
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Reviews
and revises budget proposals received from direct
reports. Submits budgets for assigned
activities.
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ADDITIONAL
RESPONSIBILITIES:
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1.
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Assumes
other activities and responsibilities from time to time as
directed.
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2.
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Provides
orientation and on-the-job training for subordinates and ensures that the
authority and responsibility for each position is defined and
understood.
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3.
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Ensures
that duties, responsibilities, and authority and accountability of all
direct subordinates are defined and
understood.
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