Exhibit 10.30


 


Employee Name:


 


FORM OF


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (this
“Agreement”) is made and entered
into this                             
by and between                             
(the “Executive”) and PharmAthene, Inc., a Delaware corporation (the “Company”).


 


W I T N E SS E T H:


 


WHEREAS, the Company
desires to employ the Executive and the Executive desires to accept employment
with the Company subject to the terms and conditions herein agreed upon:


 


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


 


1.                                      Employment;
Term.  The Company hereby agrees to
employ the Executive and the Executive hereby accepts employment with the
Company upon the terms and conditions hereinafter set forth for the period
commencing on                             
(the “Effective Date”) and ending on the
first anniversary of such date.  The term
of this Agreement shall be automatically extended for an additional year on
each anniversary of the date hereof unless written notice of non-extension is
provided by either party to the other party at least 90 days prior to such
anniversary.  The period of the Executive’s
employment under this Agreement, as it may be terminated or extended from time
to time as provided herein is referred to as the “Employment
Period.”


 


2.                                      Position
and Duties.


 


a.              Position and
Duties Generally.  The
Executive shall be employed by the Company in the position of                               
and shall faithfully render such executive, managerial, administrative and
other services as are customarily associated with and incident to such position
and as the Company may from time to time reasonably require consistent with
such position.  The Executive shall
report to                           .


 


b.              Other
Positions.  The Executive
shall hold such other positions and executive offices with the Company and/or
of any of the Company’s subsidiaries or affiliates as may from time to time be
authorized by the Board.  The Executive
shall not be entitled to any compensation other than the compensation provided
for herein for serving during the Employment Period in any other office or
position of the Company or any of its subsidiaries or affiliates, unless the
Compensation Committee specifically approves such additional compensation.


 


c.               Devotion to Employment.  Except
for vacation time taken in accordance with the Company’s vacation policy in
effect from time to time and in accordance with the terms of this Agreement and
for absences due to temporary illness, the Executive shall be a full-time
employee of the Company and shall devote full time, attention and efforts
during the Employment Period to the business of the Company and the duties required
of him in his position.  During the
Employment Period, the Executive shall not be engaged in any other business
activity which, in the reasonable judgment of the Board or its designee,
conflicts with the duties of the Executive hereunder, whether or not such
activity is pursued for gain, profit or other pecuniary advantage.


 

















 


Employee Name:


 


3.                                      Compensation;
Reimbursement.


 


a.              Base
Salary.  For the Executive’s
services, the Company shall pay to the Executive an annual base salary of not
less than $                      per annum, payable in
equal periodic installments according to the Company’s customary payroll
practices, but no less frequently than monthly. 
The Executive’s base salary shall be subject to review annually by the
Compensation Committee and shall be subject to increase at the option and sole
discretion of the Compensation Committee.


 


b.              Bonus.  The Executive shall be eligible to receive at
the sole discretion of the Compensation Committee, an annual cash bonus of up
to an additional       % of the Executive’s
base salary.  In addition, the Executive
may be eligible for additional bonuses at the option and sole discretion of the
Compensation Committee based upon based upon the achievement of certain
pre-determined performance milestones.


 


c.               Benefits Generally.


 


i.                 In addition to
the salary and cash bonus described above, the Executive shall be entitled
during the Employment Period to participate in such employee benefit plans and
programs of the Company, and shall be entitled to such other fringe benefits,
as are from time to time made available by the Company generally to employees
of the level, position, tenure, salary, age, health and other qualifications of
the Executive including, without limitation, medical, dental and vision insurance
coverage for the Executive and the Executive’s dependents, disability, death
benefit and life insurance and pension plans.


 


ii.            Without limiting the
generality of the foregoing, the Executive shall be eligible for such awards,
if any, including stock and stock options under the Company’s 2007 Long-Term
Incentive Plan or such other plan as the Company may from time to time put into
effect as shall be granted to the Executive by the Compensation Committee or
other appropriate designee of the Board acting in its sole discretion.


 


iii.         The Executive
acknowledges and agrees that the Company does not guarantee the adoption or
continuance of any particular employee benefit plan and participation by the
Executive in any such plan or program shall be subject to the rules and
regulations applicable thereto.


 


d.              Vacation.  The Executive shall be entitled to               
days of vacation in each calendar year.


 

















 


Employee Name:


 


e.               Expenses.  The Company
shall reimburse the Executive in accordance with the practices in effect from
time to time for other officers or staff personnel of the Company for all
reasonable and necessary business and travel expenses and other disbursements
incurred by the Executive for or on behalf of the Company in the performance of
the Executive’s duties hereunder, upon presentation by the Executive to the
Company of appropriate supporting documentation.


 


f.                Perquisites.  The
Executive shall be entitled to those perquisites as the Company shall make
available from time to time to other executive officers of the Company, which
shall include, without limitation, the costs associated with the use of an
automobile in an amount not to exceed $1,000 per month and the costs for
Executive’s use of a cellular telephone and personal digital assistant to the
extent such equipment is used for business purposes.


 


4.                                      Death;
Disability. 
In the event that the Executive dies or is incapacitated or
disabled by accident, sickness or otherwise, so as to render the Executive
mentally or physically incapable of performing the services required to be
performed by the Executive under this Agreement for a period that would entitle
the Executive to qualify for long-term disability benefits under the Company’s
then-current long-term disability insurance program or, in the absence of such
a program, for a period of 120 consecutive days or longer (such condition being
herein referred to as a “Disability”)
then (i) in the case of the Executive’s death, the Executive’s employment
shall be deemed to terminate on the date of the Executive’s death and (ii) in
the case of a Disability, the Company, at its option, may terminate the
employment of the Executive under this Agreement immediately upon giving the
Executive notice to that effect.  The
determination to terminate the Executive in the event of a Disability shall be
made by the Board or the Board’s designee. 
In the case of a Disability, until the Company shall have terminated the
Executive’s employment hereunder in accordance with the foregoing, the
Executive shall be entitled to receive compensation provided for herein
notwithstanding any such physical or mental disability.


 


5.                                      Termination
For Cause.  The Company may terminate
the employment of the Executive hereunder at any time during the Employment
Period for “cause” (such termination being herein referred to as a “Termination for Cause”) by giving
the Executive notice of such termination, which termination shall be effective
on the date of such notice or such later date as may be specified by the
Company.  For purposes of this Agreement,
“Cause” means (i) the Executive’s
willful and substantial misconduct that is materially injurious to the Company
and is either repeated after written notice from the Company specifying the
misconduct or is continuing and not corrected within 20 days after written
notice form the Company specifying the misconduct, (ii) the Executive’s
repeated neglect of duties or failure to act which can reasonably be expected
to affect materially and adversely the business or affairs of the Company after
written notice from the Company specifying the neglect or failure to act, (iii) the
Executive’s material breach of any of the agreements contained in Sections 11,
12, 13 or 14 hereof or of any of the Company’s policies, (iv) the
commission by the Executive of any material fraudulent act with respect to the
business and affairs of the Company, (v) the Executive’s conviction of (or
plea of nolo contendere to) a crime constituting a felony, (vi) demonstrable
gross 


 

















 


Employee Name:


 


negligence, or (vii) habitual insobriety
or use of illegal drugs by the Executive while performing the Executive’s
duties under this Agreement which adversely affects the Executives performance
of the Executive’s duties under this Agreement.


 


6.                                      Termination
Without Cause. The Company may terminate the employment of the Executive
hereunder at any time without “cause” or fail to extend this Agreement pursuant
to the terms hereof (such termination being herein referred to as “Termination Without Cause”) by
giving the Executive notice of such termination, upon the giving of which such
termination shall take effect not later than 30 days from the date such notice
is given.


 


7.                                      Voluntary
Termination by Executive. Any termination of the employment of the
Executive by the Executive otherwise than as a result of death or Disability or
for Good Reason (as defined below) (such termination being herein referred to
as “Voluntary Termination”).  A Voluntary Termination will be deemed to be
effective immediately upon such termination.


 


8.                                      Termination
by Executive for Good Reason.  Any
termination of the employment of the Executive by the Executive for Good Reason
which shall be deemed to be equivalent to a Termination without Cause.  For purposes of this Agreement “Good Reason” means (i) any
material breach by the Company of any of its obligations under this Agreement, (ii) any
material reduction in the Executive’s duties, authority or responsibilities
without the Executive’s consent, (iii) any assignment to the Executive of
duties or responsibilities materially inconsistent with the Executive’s
position and duties contained in this Agreement without the Executive’s
consent, (iv) a relocation of the Company’s principal executive offices or
the Company determination to require the Executive to be based anywhere other
than within 25 miles of the location at which the Executive on the date hereof
performs the Executive’s duties; (v) the taking of any action by the
Company which would deprive the Executive of any material benefit plan
(including, without limitation, any medical, dental, disability or life
insurance); or (vi) the failure by the Company to obtain the specific
assumption of this Agreement by any successor or assignee of the Company or any
person acquiring substantially all of the Company’s assets; provided, however,
that the Executive may not terminate the Employment Period for Good Reason
unless the Executive first provides the Company with written notice specifying
the Good Reason and providing the Company with 20 days in which to remedy the
stated reason.


 


9.                                      Effect
of Termination of Employment.


 


a.              Voluntary
Termination; Termination For Cause. Upon the termination of the
Executive’s employment as a result of the Executive’s Voluntary Termination or
a Termination For Cause, the Executive shall not have any further rights or
claims against the Company under this Agreement except the right to receive (i) the
unpaid portion of the base salary provided for in Section 3(a) hereof,
computed on a pro rata basis to the date of termination, (ii) payment of
the Executive’s accrued but unpaid amounts and extension of applicable benefits
in accordance with the terms of any incentive compensation, retirement,
employee welfare or other employee benefit plans or programs of the Company in
which the Executive is then participating in accordance with the terms of such
plans or programs, and (iii) reimbursement for any 


 

















 


Employee Name:


 


expenses for which the Executive shall not
have theretofore been reimbursed as provided in Section 3 hereof.


 


b.              Termination
Without Cause; Termination for Good Reason. Upon the termination of
the Executive’s employment as a result of a Termination Without Cause or for
Good Reason, the Executive shall not have any further rights or claims against
the Company under this Agreement except the right to receive (i) the
payments and other rights provided for in Section 9(a) hereof and (ii) severance
payments in the form of a continuation of the Executive’s base salary as in
effect immediately prior to such termination for a  period of [      
months] following the effective date of such termination.  To the extent that severance payments shall
be payable under this Agreement such payments shall be in consideration for and
only after the Executive executes a General Release containing terms reasonably
satisfactory to the Company.


 


c.               Death and Disability. Upon the termination of the Executive’s
employment as a result of death or Disability, neither the Executive nor the
Executive’s beneficiaries or estate shall have any further rights or claims
against the Company under this Agreement except the right to receive the
payments and other rights provided for in Section 9(a) hereof.


 


d.              Forfeiture
of Rights. In the event that, subsequent to termination of
employment hereunder, the Executive (i) breaches any of the provisions of
Sections 11, 12, 13 or 14 hereof or (ii) makes or facilitates the making
of any adverse public statements or disclosures with respect to the business or
securities of the Company, all payments and benefits to which the Executive may
otherwise have been entitled shall immediately terminate and be forfeited, and
any portion of such amounts as may have been paid to the Executive shall
forthwith be returned to the Company.


 


10.                               Disclosure
of Confidential Information. The Executive shall not, directly or
indirectly, at any time during or after the Employment Period, disclose to any
person, firm, corporation or other business entity, except as required by law,
or use for any purpose except in the good faith performance of the Executive’s
duties to the Company, any Confidential Information (as herein defined).  For purposes of this Agreement, “Confidential Information” means all
trade secrets and other non-public information of a business, financial ,
marketing, technical or other nature pertaining to the Company or any
subsidiary, including information of others that the Company or any subsidiary
has agreed to keep confidential; provided, however, that Confidential
Information shall not include any information that has entered or enters the
public domain (other than through breach of the Executive’s obligations under
this Agreement) or which the Executive is required to disclose by law or legal
process.  Upon the Company’s request at
any time, the Executive shall immediately deliver to the Company all materials
in the Executive’s possession which contain Confidential Information.


 

















 


Employee Name:


 


11.                               Restrictive
Covenant.


 


a.              Term of
Restrictive Covenant.  The
Executive hereby acknowledges and recognizes that, during the Employment
Period, the Executive shall be privy to trade secrets and Confidential
Information critical to the Company’s business and the Executive further
acknowledges and recognizes that the Company would find it extremely difficult
or impossible to replace the Executive and, accordingly, the Executive agrees
that, in consideration of the benefits to be received by the Executive
hereunder, the Executive shall not, from and after the date hereof, throughout
the Employment Period, and for a period of 12 months following the termination
of the Employment Period (i) directly or indirectly engage in the
development, production, marketing or sale of products that compete (or, upon
commercialization, would compete) with products of the Company being developed
(so long as such development has not been abandoned), marketed or sold at the
time of the  termination of the
Employment Period (such business or activity being herein referred to as a “Competing Business”) whether such
engagement shall be as an officer, director, owner, employee, partner,
affiliate or other participant in any Competing Business, (ii) assist
others in engaging in any Competing Business in the manner described in the
foregoing clause (i), or (iii) induce other employees of the Company or
any subsidiary thereof to terminate their employment with the Company or any
subsidiary thereof or engage in any Competing Business or hire any employees of
the Company or any subsidiary unless such persons have not been employees of
the Company for at least 12 months.


 


b.              Sufficient
Consideration.  The Executive
understands that the foregoing restrictions may limit the ability of the
Executive to earn a livelihood in a business similar to the business of the
Company, but nevertheless believes that the Executive has received and shall
receive sufficient consideration and other benefits, as an employee of the
Company and as otherwise provided hereunder, to justify such restrictions
which, in any event (given the education, skills and ability of the Executive),
the Executive believes would not prevent the Executive from earning a living.


 


12.                               Non-Disparagement.  The Executive shall not engage in
conduct, through word, act, gesture or other means, or disclose any information
to the public or any third party which (i) directly or indirectly
discredits or disparages in whole or in part the company, its subsidiaries,
divisions, affiliates and/or successors as well as the products and the
respective officers, directors, stockholders and employees of each of them; (ii) is
detrimental to the reputation, character or standing of these entities, their
products or any of their respective officers, directors, stockholders and/or
employees; or (iii) which generally reflects  negatively on the management decisions,
strategy or decision-making of these entities.


 


13.                               Company
Right to Inventions. The Executive shall promptly disclose, grant and
assign to the Company, for its sole use and benefit, any and all inventions,
improvements, technical information and suggestions relating in any way to the
business of the Company which the Executive may develop or acquire during the
Employment Period (whether or not during usual working hours), together with
all patent applications, letters patent, copyrights and reissues thereof that
may at any time be granted for or upon any such invention, improvement or
technical information. In connection therewith: (i) the 


 

















 


Employee Name:


 


Executive shall, without charge, but at the
expense of the Company, promptly at all times hereafter execute and deliver such
applications, assignments, descriptions and other instruments as may be
necessary or proper in the opinion of the Company to vest title to any such
inventions, improvements, technical information, patent applications, patents,
copyrights or reissues thereof in the Company and to enable it to obtain and
maintain the entire right and title thereto throughout the world, and (ii) the
Executive shall render to the Company, at its expense (including a reasonable
payment for the time involved in case the Executive is not then in its employ),
all such assistance as it may require in the prosecution of applications for
said patents, copyrights or reissues thereof, in the prosecution or defense of
interferences which may be declared involving any said applications, patents or
copyrights and in any litigation in which the Company may be involved relating
to any such patents, inventions, improvements or technical information.


 


14.                               Enforcement.
It is the desire and intent of the parties hereto that the provisions of
this Agreement be enforceable to the fullest extent permissible under the laws
and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, to the extent that a restriction contained in this
Agreement is more restrictive than permitted by the laws of any jurisdiction
where this Agreement may be subject to review and interpretation, the terms of
such restriction, for the purpose only of the operation of such restriction in
such jurisdiction, shall be the maximum restriction allowed by the laws of such
jurisdiction and such restriction shall be deemed to have been revised
accordingly herein.


 


15.                               Remedies;
Survival.


 


a.              Injunctive
Relief.  The Executive
acknowledges and understands that the provisions of the covenants contained in
Sections 11, 12, 13 and 14 hereof, the violation of which cannot be accurately
compensated for in damages by an action at law, are of crucial importance to
the Company, and that the breach or threatened breach of the provisions of this
Agreement would cause the Company irreparable harm. In the event of a breach or
threatened breach by the Executive of the provisions of Sections 11, 12, 13 or
14 hereof, the Company shall be entitled to an injunction restraining the
Executive from such breach. Nothing herein contained shall be construed as
prohibiting the Company from pursuing any other remedies available for any
breach or threatened breach of this Agreement.


 


b.              Survival.  Notwithstanding anything contained
in this Agreement to the contrary, the provisions of the Sections 3, 9, and 11
through 17 hereof shall survive the expiration or earlier termination of this
Agreement until, by their terms, such provisions are no longer operative.


 


16.                               Notices.
Notices and other communications hereunder shall be in writing and shall be
delivered personally or sent by air courier or first class certified or
registered mail, return receipt requested and postage prepaid, addressed as
follows:


 


if to the Company:


 


PharmAthene, Inc.


One Park Place, Suite 450


Annapolis, Maryland  21401


 

















 


Employee Name:


 


with a copy to:


McCarter & English, LLP


Four Gateway Center


100 Mulberry Street


Newark, New Jersey 07102


Attention:  Jeffrey Baumel, Esq.


 


if to the Executive to:


 


with a copy to :


 


All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of delivery, if personally delivered; on the business day
after the date when sent, if sent by air courier; and on the third business day
after the date when sent, if sent by mail, in each case addressed to such party
as provided in this Section 16 or in accordance with the latest unrevoked
direction from such party.


 


18.                                           Binding
Agreement; Benefit. The provisions of this Agreement shall be binding upon,
and shall inure to the benefit of, the respective heirs, legal representatives
and successors of the parties hereto.


 


19.                                           Governing
Law; Jurisdiction. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of  Maryland  applicable to contract made and to be performed
therein.  Any action to enforce any of
the provisions of this Agreement shall be brought in a court of the State of  Maryland or in Federal court located within that
State.  The parties consent to the
jurisdiction of such courts and to the service of process in any manner
provided by Maryland law.  Each party
irrevocably waives any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in such
court and any claim that such suit, action or proceeding brought in such court
has been brought in an inconvenient forum and agrees that service of process in
accordance with the foregoing shall be deemed in every respect effective and valid
personal service of process upon such party.


 

















 


Employee Name:


 


20.                                           Waiver
of Breach. The waiver by either party of a breach of any provision of this
Agreement by the other party must be in writing and shall not operate or be
construed as a waiver of any subsequent breach by such other party.


 


21.                                           Entire
Agreement; Amendments. This Agreement contains the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements or understandings among the parties with respect thereof. This
Agreement may be amended only by an agreement in writing signed by the parties
hereto.


 


22.                                           Headings.
The section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.


 


23.                                           Severability.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


24.                                           409A
Compliance.  The intent of the
Executive and the Company is that the severance and other benefits payable to
the Executive under this Agreement not be deemed “deferred compensation” under,
and shall otherwise comply with, Section 409A of the Internal Revenue Code
of 1986, as amended.  The Executive and
the Company agree to use reasonable best efforts to amend the terms of this
Agreement from time to time as may be necessary to avoid the imposition of
liability under Section 409A of the Code in any manner that does not
materially alter the substantive rights and obligations of the parties
hereunder.


 


25.                                           Executive’s
Acknowledgement.  The Executive
acknowledges (a) that the Executive has had the opportunity to consult
with independent counsel of his own choice concerning this Agreement and (b) that
the Executive has read and understands the Agreement, is fully aware of its
legal effect and has entered into it freely based on the Executive’s own
judgment.


 


26.                                           Assignment.
This Agreement is personal in its nature and the parties hereto shall not,
without the consent of the other, assign or transfer this Agreement or any
rights or obligations hereunder; provided, that the provisions hereof shall
inure to the benefit of, and be binding upon, each successor of the Company,
whether by merger, consolidation, transfer of all or substantially all of its
assets or otherwise.


 


27.                                           Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall for all purposes constitute one
agreement which is binding on all of the parties hereto.


 

















 


Employee Name:


 


IN WITNESS
WHEREOF, the parties have duly executed this Agreement
as of the date first above written.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHARMATHENE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name: David
  P. Wright

  
	
   

  	
  Title:
  President and Chief Executive Officer