Amended Employment Agreement - Vegesna

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of November 18, 2003, by and between Able Laboratories, Inc., a Delaware corporation (the "Corporation"), and Raju V.K. Vegesna, an individual (the "Employee"). The Agreement will be effective on the day the employee begins employment (the "Effective Date").


W I T N E S S E T H:


WHEREAS, the Corporation and the Employee desire to set forth the terms and conditions on which, from and after the Effective Date, (i) the Corporation shall employ the Employee, (ii) the Employee shall render services to the Corporation, and (iii) the Corporation shall compensate the Employee for such services;


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


1. EMPLOYMENT; DUTIES


(a) The Corporation engages and employs the Employee, and the Employee hereby accepts engagement and employment, as Vice President, Liquids Operations of the Corporation. In the capacity of Vice President, Liquids Operations, the Employee will perform all such executive and administrative duties and services for the Corporation as are consistent with that position and as are assigned to the Employee from time to time by the Corporation, including, but not limited to meet, meeting production and growth objectives set by the management.


(b) The Employee shall perform his duties hereunder from the Corporation's executive office, or other designated location, in the New Jersey area and report to Shailesh V. Daftari, Executive Vice President and General Manager of the Corporation.


2. TERM


The Employee's employment hereunder shall be for an initial period of three (3) years commencing on the Effective Date and continuing through the third anniversary thereof, unless sooner terminated as hereinafter provided (the "Initial Term"). Thereafter, the term and each extension will be automatically extended for successive one-year periods (each a "Renewal Term"), unless either party gives written notice of termination to the other party at least sixty (60) days prior to the expiration of the Initial Term or the Renewal Term, as the case may be.


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3. COMPENSATION


(a) Subject to the terms and conditions of this Agreement, as compensation for the performance of his duties on behalf of the Corporation, the Employee shall be compensated as follows:


(i) The Corporation shall pay the Employee a base salary ("Base Compensation") at the rate of $165,000 per annum payable no less frequently than monthly in arrears on or before the first day of each succeeding month plus other compensation as described below in Section 5.


(ii) Upon the Effective Date, the Employee shall receive, from the Corporation, an option (the "Employee Option") to purchase 45,000 shares of common stock of the Corporation (the "Option Shares") at an exercise price per share equal to the last sale price of the common stock on the Nasdaq Stock Market on the date hereof. Such option shall have a term of ten (10) years and vest over three (3) years subject to the terms contained in the Corporation's stock option plan and the stock option agreement attached as Exhibit A hereto.


(iii) The Corporation shall withhold all applicable federal, state and local taxes, social security and workers' compensation contributions and such other amounts as may be required by law or agreed upon by the parties with respect to the compensation payable to the Employee pursuant to this paragraph 3(a).


(b) The Corporation shall reimburse the Employee for all reasonable expenses incurred by the Employee in furtherance of the business and affairs of the Corporation, including reasonable travel and entertainment, cell phone and other incidental expenses and all such other expenses against receipt by the Corporation of appropriate vouchers or other proof of the Employee's expenditures and otherwise in accordance with such Expense Reimbursement Policy as may from time to time be adopted by the Board of Directors of the Corporation.


(c) The Employee shall be entitled to accrue paid vacation at the rate of fifteen (15) business days per annum, plus all the appropriate Corporation holidays.


(d) The Employee shall be eligible to participate in any Company bonus plan as may be maintained in effect by the Company from time to time, on a basis substantially equivalent to other members of the Company's senior management.


(e) The Corporation shall provide health insurance coverage for the Employee and his family, and such other employee benefit plans and/or fringe benefits which, from time to time, the Corporation makes available to its senior management employees.


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4. REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE AND CORPORATION


(a) The Employee hereby represents and warrants to the Corporation as follows:


(i) Neither the execution and delivery of this Agreement nor the performance by the Employee of his duties and other obligations hereunder violate or will violate any statute, law, determination or award, or conflict with or constitute a default under (whether immediately, upon the giving of notice or lapse of time or both) any prior employment agreement, contract, or other instrument to which the Employee is a party or by which he is bound.


(ii) The Employee has the full right, power and legal capacity to enter and deliver this Agreement and to perform his duties and other obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of the Employ ...