Vice President, Business Development Employment Agreement

EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT, dated as of July 1, 1996 is entered into by and between PHARMAVENE, INC., a Delaware corporation (the "Company") and Krystyna Belendiuk, Ph.D. (the "Employee").


WHEREAS, the Company desires to employ the Employee as Senior Vice President, Business Development of the Company, and the Employee desires to accept such employment by the Company, on the terms and subject to the conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties hereto agree as follows:


1. EMPLOYMENT. The Company hereby employs the Employee, and the Employee hereby accepts employment by the Company, upon the terms and conditions hereinafter set forth.


2. TERM. Subject to the provisions of SECTIONS 6, 7, 8, and 9 below, the employment of the Employee hereunder will be for the two-year period commencing on the date hereof (the "Commencement Date") and ending on the second anniversary of such Commencement Date. Unless either party gives written notice of determination not to renew at least one hundred eighty (180) days prior to the second anniversary of the Commencement Date, this Agreement shall be renewed for one (1) year from that anniversary. Thereafter, unless either party gives written notice of determination not to renew at least one hundred eighty (180) days prior to any succeeding anniversary of the Commencement Date, this Agreement shall be renewed for one (1) year from each anniversary. The term "Employment Period" shall mean the two-year period provided for in this SECTION 2 and any extension thereof, or any shorter period resulting from any termination of employment under SECTION 6, 7, 8, or 9 below.


3. DUTIES AND RESPONSIBILITIES. The Employee will be employed as Senior Vice President, Business Development of the Company. The Employee will perform such duties and services, consistent with his position, as may be assigned to him from time to time by the Board of Directors or the President of the Company or the Board's or President's designee. In furtherance of the foregoing, the Employee hereby agrees to perform well and faithfully such duties and responsibilities and the other reasonable duties and responsibilities assigned to him from time to time by the Board of Directors of the Company or the President or the Board's or President's designee.


4. TIME TO BE DEVOTED TO EMPLOYMENT. Except for reasonable vacations, absences due to temporary illness, and activities which have been mutually agreed to by the parties, the Employee shall devote substantially all of his time, attention and energies to the business of the Company during the Employment Period. During the Employment Period, the Employee will not be engaged in any other business activity which, in the reasonable judgment of the Company, conflicts with the duties of the Employee hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.


5. COMPENSATION; REIMBURSEMENT. (a) The Company (or, at the Company's option, any subsidiary or affiliate thereof) will pay to the Employee (i) an annual base salary (the "Base Salary") of not less than $157,317.00, payable in such installments as is the policy of the Company with respect to employees of the Company at substantially the same employment level as the Employee.


(b) During the Employment Period, the Employee will be entitled to the fringe benefits that are made available from time to time to employees of the Company at substantially the same employment level as the Employee, including eligibility to participate in any Company stock option or bonus plans.


(c) The Company will reimburse the Employee, in accordance with the practice of the Company from time to time, for all reasonable and necessary travel expenses and other disbursements incurred by him for or on behalf of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers.


6. INVOLUNTARY TERMINATION. If the Employee dies, then the Employee's employment shall be deemed to terminate on the date of the Employee's death. If the Employee is incapacitated or disabled by accident, sickness or otherwise so as to render him mentally or physically incapable of performing the services required to be performed by him under this Agreement for a period of ninety (90) consecutive days or longer, or for ninety (90) days during any six- month period (such condition being herein referred to as "Disability"), then the Company, at its option, may terminate the employment of the Employee under this Agreement immediately upon giving him notice to that effect. In the case of a Disability, until the Company shall have terminated the Employee's employment hereunder in accordance with the foregoing, the Employee will be entitled to receive compensation, at the rate and in the manner provided in SECTION 5 above, notwithstanding any such Disability. Termination pursuant to this SECTION 6 is hereinafter referred to as an "Involuntary Termination".


7. TERMINATION FOR CAUSE. Upon a vote of the majority of the Board of Directors or in the discretion of the President of the Company, the Company may terminate the employment of the Employee hereunder at any time during the Employment Period for "cause" (such termination being hereinafter referred to as a "Termination for Cause") by giving the Employee notice of such termination, whereupon such termination shall take effect immediately. For the purpose of this SECTION 7, "cause" will mean (a) t ...