Amended Employment Agreement - Daftari

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March 1, 2004 (the "Effective Date"), by and between Able Laboratories, Inc., a Delaware corporation (the "Corporation"), and Shailesh V. Daftari, the Executive Vice President and General Manager (the "Employee"). The Agreement will be effective on the date on which the employee begins employment.


W I T N E S S E T H:


WHEREAS, the Corporation desires to provide for the continuing employment of Employee by the Corporation, and 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 Shailesh V. Daftari as Executive Vice President and General Manager, and the Employee hereby accepts engagement and employment of the Corporation. In the capacity of Executive Vice President and General Manager Shailesh V. Daftari, 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 meeting production and growth objectives set by the management.


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 in Section 5 below (the "Initial Term"). Thereafter, the term and each extension will be automatically extended for successive one-year periods (each a "Renewal Term"), subject to the provision of Section 5, 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 $250,000 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) 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 twenty (20) business days per annum, plus all designated Corporation holidays.


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


(e) The Corporation shall provide health insurance coverage for the Employee and his family, and such other employee be ...