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General Counsel Employment Agreement

This is an actual contract by Talecris Biotherapeutics Holdings.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: November 06, 2008
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Exhibit 10.25


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT (" Agreement" ) dated as of September 05, 2006 and amended and restated as of September 5, 2008 (" Renewal Date" ), between Talecris Biotherapeutics Holdings Corp. (the " Company" ) and John F. Gaither, Jr. (the " Executive" ) (together, the " Parties" ) is amended and restated as of November 6, 2008.


WHEREAS, the Parties have previously entered into this agreement and they now wish to extend and update its terms in order to establish its compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ), with the understanding that this Agreement supersedes all prior versions and hereinafter shall solely establish the terms of Executive' s employment with the Company.


Accordingly, the Parties agree as follows:


1. Employment and Acceptance . The Company shall employ the Executive, and Executive shall accept employment, subject to the terms of this Agreement, beginning on September 05, 2006 (the " Effective Date" ). 2. Term . Subject to earlier termination pursuant to Section 5 of this Agreement, this Agreement and the employment relationship hereunder shall continue for two (2) years from the Effective Date (" Initial Term" ) and is hereby renewed for a First Renewal Term of two (2) years and shall renew for additional one (1) year intervals upon written notification by the Board of Directors. If the Board does not provide such written notification thirty days prior to the expiration of the Term, then the Agreement shall not be extended. If the Board provides such written notification then the Agreement shall be so extended unless the Executive provides written notification to the Board that Executive does not wish to extend the Term. Executive' s written notice of his desire not to extend the Term shall be provided to the Board by sixty (60) days prior to the expiration of the Term or, if the Board has not yet then provided such notification, then by seven (7) days after written notification from the Board. As used in this Agreement, the " Term" shall refer to the period beginning on the Effective Date and ending on the date the Executive' s employment terminates in accordance with this Section 2 or Section 5. " Renewal Term" shall refer to each additional one year interval following the expiration of the Initial Term or the previous Renewal Term. First Renewal Term shall refer to the two year period beginning on September 5, 2008. In the event that the Executive' s employment with the Company terminates for any reason, the Company' s obligation to continue to pay all wages, base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 5 of this Agreement. 3. Duties and Title . 3.1. Title . The Company shall employ the Executive to render exclusive and full-time services to the Company and its subsidiaries. The Executive shall serve in the capacity of Executive Vice President, General Counsel, and Corporate Secretary of Talecris Biotherapeutics Holdings Corp., and shall report directly to the Chief Executive Officer and to any committees of the Board of Directors (the " Board" ) as determined in the discretion of the Board.


3.2. Duties . The Executive will have such authority and responsibilities and will perform such executive duties customarily performed by a general counsel or chief legal counsel of a company in similar lines of business as the Company and its subsidiaries or as may be assigned to Executive by the Chief Executive Officer. The Executive will devote all his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company and its subsidiaries except for directorships and similar positions approved by the Executive Chairman or the Chief Executive Officer, which approval may be revoked at any time. As of the date of this Agreement, Executive' s position as Counsel to the Board of Directors of Global Healthcare Exchange, LLC is approved 4. Compensation and Benefits by the Company. As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Executive the following during the Term: 4.1. Base Salary . The Company will pay to the Executive an annual base salary of three hundred and fifty thousand dollars ($350,000) as of the Renewal Date, payable in accordance with the customary payroll practices of the Company (" Base Salary" ). Beginning in 2010, Executive' s Base Salary shall be reviewed consistent with the normal merit and pay adjustment cycle for executives. In evaluating adjustments to Executive' s Base Salary, such factors as corporate performance, individual merit, inflation, and other appropriate considerations shall be taken into account. 4.2. Bonuses . The Executive will be eligible to receive an annual bonus (" Bonus" ) under a plan established by the Company in the amount determined by the Board based upon achievement of performance measures derived from the annual business plan presented by management and approved by the Board. The Executive' s target bonus as of the Renewal Date shall be 65% of base salary (the " Target Bonus" ), with the actual amount of each Bonus being determined under the Bonus Plan in effect at that time as approved by the Board. 4.3. Participation in Employee Benefit Plans . The Executive shall be entitled, if and to the extent eligible, to participate in all of the applicable benefit plans of the Company, which may be available to other senior executives of the Company, on the same terms as such other executives. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason without Executive' s consent if such amendment, modification, suspension or termination is consistent with the amendment, modification, suspension or termination for other employees of the Company. The Executive shall apply for all reimbursements hereunder for a particular calendar year not later than forty-five (45) days after it ends, and payment shall occur not later than two and one-half months after the end of the calendar year to which the reimbursable expenses relate. 4.4. Personal Time Off . The Executive shall be entitled to 30 days (240 hours) of Personal Time Off (PTO). PTO time is to be used for vacation, sick leave, personal business, observance of non-company holidays, and other time off. The PTO schedule assumes a maximum of 4 weeks (160 hours) of vacation, and 10 days (80 hours) for sick time, personal holidays, and other personal business. Executive shall not be entitled to

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payment for unused PTO hours upon the termination of his employment except as set forth in Section 5 below. The carry-over and accrual of PTO hours shall be in accordance with Company policy as in effect from time to time, except that 10 days of PTO will immediately accrue. 4.5. Expense Reimbursement . The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time. In any event, the Executive shall apply for all reimbursements hereunder for a particular calendar year not later than forty-five (45) days after it ends, and payment shall occur not later than two and one-half months after the end of the calendar year to which the reimbursable expenses relate. 4.6. Stock Options . The Executive shall be eligible to participate in the 2005 Stock Option and Incentive Plan established by the Company (the " Equity Incentive Plan" ) pursuant to the terms of the Equity Incentive Plan and any applicable agreements thereunder as determined from time to time by the Board. 4.7. Relocation and Temporary Living Expenses . Upon submission of appropriate receipts, all reasonable relocation expenses, up to a maximum prior to gross-up of $150,000, incurred by Executive will be reimbursed by the Company including (but not limited to): relocation assistance fees, realtor and closing costs on the sale of Executive' s primary residence and purchase of a primary residence in North Carolina, three family house hunting trips for the Executive and actual moving date, trucking/moving expenses, and car rental until relocated, storage and other reasonable expenses incurred in the normal course of relocation (" Relocation Expenses" ). In addition, Executive will be reimbursed by the Company for travel expenses and reasonable temporary quarters until relocated (" Temporary Living Expenses" ). Taxable Relocation Expenses and Temporary Living Expenses will be grossed up to cover Executive' s federal and state income tax liability. In any event, the Executive shall apply for all reimbursements hereunder for a particular calendar year not later than forty-five (45) days after it ends, and payment shall occur not later than two and one-half months after the end of the calendar year to which the reimbursable expenses relate. 4.8. Continuing Professional Education . The Company agrees to pay reasonable costs associated with the continuing education requirements of maintaining the Executive' s professional designation, including related professional organization memberships, as well as seminars to advance the Executive' s skills. Such costs include the reasonable costs of seminars, travel, lodging and meals while attending such functions. Time associated with continuing education requirements will not be considered PTO. 4.9. Parachute Payments . Anything in the Agreement to the contrary notwithstanding, in the event it shall be determined that any payments or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement (including, without limitation, the accelerated vesting of incentive or equity awards held by the Executive) or otherwise would be subject to the excise tax imposed by Section 4999 of the Code, then the amount of " parachute payments" (as defined in the Section 280G of

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the Code) payable or required to be provided to the Executive shall be automatically reduced to the minimum extent necessary to avoid imposition of such excise tax (with the types of benefits or compensation that are reduced to be determined by the Company at its discretion, which shall be exercised first with respect to compensation and benefits that are not exempt from Code Section 409A); provided that this reduction shall not apply if the Executive would be better off, on a net after-tax basis, receiving the parachute payments that would otherwise be reduced and paying such excise tax. Notwithstanding the foregoing, the Company and Executive shall use their reasonable efforts to have any payments or distributions that would be reduced or eliminated as a result of the application of this Section 4.9 approved by the Company' s shareholders in the manner contemplated by Q&A 7 of Treasury Regulation Section 1.280G 1. All determinations required to be made under this Section 4.9 shall be made by the Company' s accounting firm (the " Accounting Firm" ); provided that the Executive may select which, if any, parachute payments shall be reduced. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Executive. 5. Termination of Employment . 5.1. By the Company for Cause or by the Executive Without Good Reason . If: (i) the Company terminates the Executive' s employment with the Company for Cause (as defined below); or (ii) Executive terminates his employment without Good Reason (as defined below), the Executive or the Executive' s legal representatives (as appropriate), shall be entitled to receive, within 60 days of the Executive' s Separation from Service (subject to Section 9.10 below), the following: 5.1.1. the Executive' s accrued but unpaid Base Salary, and benefits set forth in Section 4.3, if any, to the date of Separation from Service; 5.1.2. the Executive' s earned but unpaid bonus, if any, for the performance years prior to termination and only if the Company and not the Executive terminates employment; 5.1.3. expenses reimbursable under Section 4.5 and Temporary Living Expenses under Section 4.7 incurred but not yet reimbursed to the Executive to the date of Separation from Service. 5.1.4. payment for accrued unused PTO, payable in accordance with Company policy, with payment to be made within 60 days after the Executive' s Separation from Service; For the purposes of this Agreement, " Cause" means, as determined by the Board (or a special committee of the Board which does not include employees of the Company), with respect to conduct during the Executive' s employment with the Company, whether or not committed during the Term, (i) commission of a felony by Executive; (ii) acts of dishonesty by Executive resulting or intending to result in personal gain or enrichment at the expense of the Company or its subsidiaries; (iii) Executive' s material breach of his obligations under this


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Agreement; (iv) conduct by Executive in connection with his duties hereunder that is fraudulent, unlawful or grossly negligent, including, but not limited to, acts of discrimination; (v) engaging in personal conduct by Executive (including but not limited to employee harassment or discrimination, the use or possession at work of any illegal controlled substance) which discredits or damages the Company or its subsidiaries; (vi) contravention of specific lawful direction from the Chief Executive Officer that would not otherwise conflict with Executive' s responsibilities or duties or the material failure to perform the duties to be performed by Executive under the terms of Section 3.2 of this Agreement or (vii) breach of the Executive' s covenants set forth in Section 6 below before termination of employment; provided, that, the Executive shall have fifteen (15) days after notice from the Company to cure the deficiency leading to the Cause determination (except with respect to (i) and (ii) above), if curable. A termination for " Cause" shall be effective immediately (or on such other date set forth by the Company).


For the purposes of this Agreement, " Good Reason" means, without the Executive' s consent, (i) a material reduction in the Executive' s responsibilities, authority, or duties; (ii) the Executive' s removal from the position of General Counsel other than for Cause; (iii) a material adverse reduction in the amount of aggregate compensation provided for herein or failure to pay such compensation; (iv) the Company' s material breach of the Agreement; provided that a suspension of the Executive and the requirement that the Executive not report to work shall not constitute " Good Reason" if the Executive continues to receive the compensation and benefits required by this Agreement or (v) relocation after the Effective Date of the Executive' s office more than 50 miles from its location on the Effective Date (vi) the failure by the Company to continue in effect any incentive compensation plan in which the Executive participates unless an equitable alternative compensation arrangement has been provided, except to the extent that participation in such plans has been reduced or eliminated for all other eligible executives; (vii) except as required by law, the failure by the Company to continue to provide Executive with benefits at least as favorable as those enjoyed by Executive under the employee benefit and welfare plans of the Company including, without limitation, profit sharing, life insurance, medical, dental, health and accident, disability, deferred compensation and savings plans commensurate with those generally available to all Executives. Notwithstanding the foregoing, a reduction in the amount of Executive' s aggregate compensation in an amount proportional to such a reduction (but not to exceed 20 percent) in the aggregate compensation of other senior executives shall not constitute Good Reason. The Executive shall provide notice to the Company of the existence of (i) through (vii) of this Section within ninety (90) days of the initial existence of such condition, upon the notice of which the Company shall have at least thirty (30) days within which to cure such condition. If the Company fails to cure the condition within the cure period specified in the preceding sentence, the Executive must terminate employment within thirty (30) days of the Company' s failure to cure.


For purposes of this Agreement, " Separation from Service" shall mean the termination of services provided by Executive, whether voluntary or involuntary, as determined by the Company in accordance with Treas. Reg. a71.409A-1(h). In determining whether the Executive has experienced a Separation from Service, the following provisions shall apply:


(a) a Separation from Service shall occur when the Executive experiences a termination of employment with the Company and any affiliate in which the Company has more than a 50% ownership interest (together with the Company, the " Employer" ), which


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shall be considered to have occurred when the facts and circumstances indicate that either (i) the Executive is not reasonably expected to perform further services for the Employer after a certain date, or (ii) that the level of bona fide services the Executive will perform for the Employer after such date (whether as an Employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Executive (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or full period of services to the Employer if the Executive has been providing services to the Employer for less than 36 months).


(b) If the Executive is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Executive and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or longer, so long as the Executive retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of leave exceeds six months and the Executive does not retain a right to reemployment under an applicable statute or by contract, the Executive will incur a Separation from Service as of the first day immediately following the end of such six-month period. However, where the Executive' s leave of absence is due to his or her
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