VP Business Development Employment Agreement - Harold Safferstein

EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (the "Agreement") dated as of March 18, 2006 by and between Omrix Biopharmaceuticals, Inc., a Delaware corporation (the "Company") and Harold Safferstein (the "Executive").


In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Term of Employment; Executive Representation.


a. Employment Term. Subject to the provisions of Section 6 of this Agreement, Executive shall be employed by the Company for a period commencing on March 6, 2006 (the "Effective Date") and ending on the third anniversary of the Effective Date (the "Employment Term") on the terms and subject to the conditions set forth in the Agreement. Unless earlier terminated in accordance with the terms hereof, upon the third anniversary of the Effective Date the Employment Term will be automatically extended for successive one year terms, unless the Company or the Executive gives the other party 90 days' prior written notice of an intention not to renew the agreement.


b. Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of the Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.


2. Position; Place of Performance.


a. During the Employment Term, Executive shall serve as Vice President, Business Development. In such position, Executive shall have such duties and authority as shall be determined from time to time by the Chief Executive Officer of the Company ("CEO"). The Executive shall report to the CEO.


b. During the Employment Term, Executive shall devote Executive's full business time and best efforts to the performance of Executive's duties hereunder and will not engage in any other business, profession or occupation (including in an advisory capacity, consulting capacity, or otherwise) for compensation or otherwise which would conflict with the rendition of such services either directly or indirectly, without the prior written consent of the CEO; provided that Executive shall be permitted to participate in such charitable and community-related activities as Executive may choose; provided further that such services do not interfere or conflict with his duties hereunder.


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c. During the Employment Term, Executive shall be located in the Company's offices in New York, New York, except for required travel on the Company's business.


3. Compensation.


a. During the Employment Term, the Company shall pay Executive a base salary (the "Base Salary") at the annual rate of $210,000 (less applicable withholding taxes), payable in regular installments in accordance with the Company's usual payment practices. Executive shall be entitled to such increases in Executive's Base Salary, if any, as may be determined from time to time in the sole discretion of the CEO.


b. With respect to each year during the Employment Term, provided the Executive is employed and in good standing at the time bonuses are distributed, Executive shall be eligible to receive an annual bonus award (an "Annual Bonus") calculated based on Company and individual performance measures established by the Board each year. For 2006, the Executive's target bonus award shall be 40% of his Base Salary, and the Executive may receive between 0% and his target percentage (pro-rated to reflect the partial year of employment), based on the level of achievement of such performance measures.


c. During the Term of the Executive's employment hereunder, the Executive shall be eligible to participate in the Company's 2004 Equity Incentive Plan or its successor plan (the "Equity Incentive Plan") in accordance with the terms and conditions of the Equity Incentive Plan. Except as set forth in paragraph 3(d) below, the decision to grant any award to the Executive pursuant to the Equity Incentive Plan, and the amount of any such award, shall be within the sole discretion of the Company's Board of Directors.


d. The Company shall cause the Executive to be granted stock options to purchase 100,000 shares of Company common stock pursuant to the Equity Incentive Plan (the "Stock Options") as soon as practicable following the Effective Date. The exercise price of the Stock Options shall be the fair market value of the Stock Options on the date of grant, and the Stock Options shall vest over four years, with 25,000 Stock Options vesting each year based on continued employment [(subject to acceleration upon a Change in Control, as set forth in paragraph 6(c)(iii) herein below) . The complete terms and condition of the Stock Options shall be set forth in a separate stock option agreement between the Executive and the Company.


4. Business and Commuting Expenses. During the Employment Term, reasonable, documented business travel expenses incurred by Executive in the performance of Executive's duties hereunder shall be reimbursed by the Company in accordance with Company policies. In addition, the Company agrees to pay directly, or to reimburse the Executive, for the Executive's actual, documented costs of commuting (including a monthly commuter pass and parking fees) on the Metro North Railroad, up to a maximum of $3,400 a year. The Executive shall be solely responsible for any income tax liability resulting from these Company payments or reimbursements.


5. Benefits; Vacation. The Company does not currently maintain any employee benefits plans, and has agreed to pay directly, or reimburse the Executive, for the Executive's actual, documented costs in connection with: (i) establishing and maintaining a 401(k) plan or other


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comparable deferred tax savings plan for the benefit of the Executive, up to a maximum of $1,000 a year; and (ii) continuing existing, in force disability coverage for the Executive (i.e., insurance premiums) during the Employment Term, up to a maximum of $6,000 a year. The Executive shall be solely responsible for any income tax liability resulting from these Company payments or reimbursements. During the Employment Term, the Executive shall be entitled to fifteen (15) vacation days per calendar year, which amount shall be pro-rated for any partial calendar year during which the Executive is employed by the Company. Executive shall accrue such vacation days in accordance with the policies of the Company as in effect from time to time. Executive shall also be entitled to all US official Federal Holidays.


6. Termination. The Employment Term and Executive's employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 30 days advance written notice of any resignation of Executive's employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 6 shall exclusively govern Executive's rights upon termination of employment with the Company and its affiliates.


a. By the Company For Cause; By Executive for any Reason; Expiration of the Employment Term.


(i) The Employment Term and Executive's employment hereunder may be
terminated by the Company for Cause (as defined below) or by the Executive
for any reason, subject to the notice period required by this Section 6.


(ii) For purposes of this Agreement, "Cause" shall mean: (i) the failure
by the Executive to render services to the Company in accordance with his
assigned duties and responsibilities under this Agreement (other than any
such failure resulting from the Executive's Disability); (ii) willful
misconduct or gross negligence of the Executive in the performance of his
duties and responsibilities for the Company or any of its subsidiaries or
affiliates under this Agreement; (iii) the Executive's conviction of, or
plea of guilty or nolo contendre to, a felony, whether or not committed in
the course of performing his duties for the Company or any of its
subsidiaries or affiliates; (iv) the Executive's disloyalty, deliberate
dishonesty, breach of fiduciary duty or material breach of the terms of
this Agreement; (v) the commission by the Executive of embezzlement, theft
or any other fraudulent act or omission; (vi) the commission by the
Executive of any act or omission in violation of the rules or policies of
the Company that results in material loss, damage or injury to the Company
or any of its subsidiaries or affiliates or materially adversely affects
the business activities, reputation, goodwill or image of the Company or
any of its subsidiaries or affiliates; (vii) the unauthorized disclosure
by the Executive of any "Confidential Information," as that term is
defined ...