Chief Scientific Officer - Employment Agreement

EXHIBIT 10.1


EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 1st day of January, 2005, between IMMUCELL CORPORATION, a Delaware corporation (the "Company"), and Joseph H. Crabb, of Falmouth, Maine ("Crabb").


WITNESSETH :


In consideration of the mutual promises hereinafter contained, the parties hereto agree as follows:


1. EMPLOYMENT AND TERM. Recognizing that Crabb desires to reduce his time commitment to his responsibilities on behalf of the Company, the Company hereby agrees to employ Crabb and Crabb hereby agrees to accept half-time employment by the Company, subject to the provisions of this Agreement, for a term of one (1) year commencing on January 1, 2005, and ending on December 31, 2005. Except as provided in Section 6(e) below, this Agreement replaces and supersedes Crabb's prior Employment Agreement with the Company, which Agreement became effective April 29, 1999.


2. DUTIES OF CRABB. Crabb shall continue to be employed by the Company as its Vice President and Chief Scientific Officer, performing such duties consistent with such position as its Board of Directors shall assign to Crabb from time to time. As an exempt employee, Crabb shall work those hours that are reasonably necessary to complete his assigned duties on behalf of the Company, with the understanding that it is expected that his time commitment to his position responsibilities shall be half-time. Even though working a half-time schedule, Crabb shall serve the Company faithfully and diligently, using his best efforts to promote the interests of the Company. Crabb further agrees when called upon to serve as a member of the Board of Directors of the Company. Any service as a director shall be part of Crabb's expected time commitment to the Company and therefore performed without expectation of any additional compensation. 3. COMPENSATION.

(a) Base salary . As compensation for his half-time services hereunder, the Company shall pay Crabb a salary of $7,307.58 per month, the first payment being made in conjunction with the Company's January 15, 2005 payroll.

(b)

Employee Benefits . Working a half-time schedule, Crabb shall be eligible for non-legally mandated benefits provided by the Company to its employees, such as life insurance and disability insurance. Crabb shall be eligible to receive health insurance benefits under the same conditions as other employees of the Company subject to the terms and conditions of the Company's health insurance plan. During weeks in which a holiday falls, Crabb's commitment to his position responsibilities shall be reduced by 4 hours (50% of the 8 hour holiday) to average 16 hours per week. Crabb shall earn 50% of the 20 vacation days earned by a full-time employee with his

number of years of service to the Company, which amounts to 80 hours per year. Crabb shall earn three sick days during the year (50% of the sick time earned by full-time employees) and maintain his earned sick day bank in force for use in the event of a catastrophic illness or disability. Given the flexibility provided in Crabb's work schedule, it is not anticipated that sick time will be needed in a significant way to achieve the half-time work commitment. Crabb will still be eligible for a 401(k) Plan employer match in accordance with the terms of that Plan as it may be amended from time to time. (c) Existing Stock Options . This Agreement is not intended to modify the terms of any of Crabb's outstanding stock option agreements with the Company.

(d) Cash Bonus . Neither this Agreement nor Crabb's change of status to a half-time employee, shall disqualify Crabb from consideration for incentive compensation for the 2004 calendar year, payable on or about February 15, 2005.

4. TERMINATION OF EMPLOYMENT.

(a) Early Termination . Except as provided in subsections 4(b) and 4(c) below, this Agreement shall terminate at the end of its term as provided in Section 1 above.

(b) Termination by Company without Just Cause . The Company may terminate this Agreement and Crabb's employment before the end of the one (1) year term by providing Crabb written notice of such termination, provided however, Crabb shall still be entitled to receive as severance pay an amount equal to the salary that otherwise would have been paid during the remainder of the one (1) year term of this Agreement. Any severance due shall be paid within thirty (30) days after the effective date of the early termination.

(c) Termination for Just Cause . A majority of the Board of Directors of the Company may at any time terminate this Agreement and the employment of Crabb for just cause (as hereinafter defined) upon seven (7) days' written notice to Cr ...