EX-10.2








Exhibit 10.2




AMENDED AND RESTATED EMPLOYMENT AGREEMENT





     EMPLOYMENT AGREEMENT (the “Agreement”) dated October 20, 2008 by and between Omrix
Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and V. Marc Droppert (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 November 1, 2007 (the “Effective Date”)
and ending on June 30, 2009.



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. Except as otherwise mutually agreed upon by the parties, during the Employment Term, Executive
shall serve as Executive Vice President, corporate affairs officer of the Company. In such
position, Executive shall have such duties and authority commensurate with such position as shall
be reasonably assigned to him by the Chief Executive Officer (“CEO”) and the Company’s Board of
Directors and shall be given such executive and administrative powers and authority as may be
needed to carry out those duties. The Executive shall report to the CEO.



b. During the Employment Term, Executive shall devote Executive’s 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 consent of the CEO; provided that Executive shall be permitted to
participate in such professional, charitable and community-related activities as Executive may
choose; provided further that such services do not interfere or conflict with his duties hereunder.



c. During the Employment Term, Executive shall, as reasonably requested by the Company, be required
to travel on the Company’s business, subject ot reimbursement in accordance with the Company’s
standard policies and practices.





 









 








3. Compensation.



a. During the Employment Term, the Company shall pay Executive a base salary (the “Base Salary”) at
the annual rate of $315,000 (less applicable withholding taxes), payable in regular installments in
accordance with the Company’s usual payment practices but no less than monthly. 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 and the
Board.



b. Executive shall receive an annual bonus award for calendar year 2008 equal to 40% of his Base
Salary and shall not be otherwise entitled to any other annual bonus payments for subsequent
periods, except as mutually agreed by the parties.



c. Executive shall be entitled to receive a one-time relocation bonus in an aggregate amount of
$50,000 to include shipment of household goods and designed to cover any and all miscellaneous
relocation-related expenses incurred by the Executive.



d. During the Term of the Executive’s employment hereunder, the Executive shall be eligible to
participate in the Company’s 2006 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(e) 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.



e. The Company shall cause the Executive to be granted stock options to purchase 60,000 shares of
Company common stock pursuant to the Equity Incentive Plan (the “Stock Options”) on the Effective
Date. The exercise price of the Stock Options shall be the mean between the highest and lowest
reported sales price per share of the Company’s Common Stock on the Nasdaq Global Market on the
date of grant, and the Stock Options shall vest over four years, with 15,000 Stock Options vesting
each year, starting with first anniversary date of the grant and based on continued employment
(subject to acceleration upon a Change in Control, as set forth in paragraph 6(d) 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 Expenses. During the Employment Term, reasonable, documented business travel
expenses and other business expenses incurred by Executive in the performance of Executive’s duties
hereunder shall be reimbursed by the Company in accordance with Company policies. The Company will
put at the disposal of the Executive laptop, Blackberry and other necessary equipment for the
performance of his duties.



5. Benefits; Vacation. The Company does not currently maintain any employee benefits plans,
other than a health insurance and 401(k) plan, in which the Executive shall have the right to
participate. The Company will provide the Executive with family health


 









 






 coverage at Company expense
(or until it is able to do so, will reimburse Executive for the reasonable cost of family medical
coverage otherwise obtained by Executive). During the first year of the Employment Term, the
Executive shall be entitled to fifteen (15) paid 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 and twenty (20) paid vacation days for each subsequent calendar year of the Employment
Term. 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 U.S. Federal holidays. The
Company shall provide Executive with the right to participate in and to receive benefits from
accident, disability, medical, pension, bonus, stock, profit-sharing and savings plans and similar
benefits made available to all employees of the Company located in the

United States or all other Company executives as such plans and benefits may be adopted by the
Company.



6. Termination. The Employment Term and Executive’s employment hereunder may be terminated
as provided below in this Section 6. 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 (other than Good 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 (other than Good Reason (as defined below)), subject to the notice
period required by this Section 6.


For purposes of this Agreement, “Cause” shall mean: (i) the habitual, intentional or willful
failure of by the Executive to render services to the Company in accordance with her reasonably
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 her duties and reasonably assigned 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 her
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
reasonable 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 in the Confidentiality Agreement (as defined below) or any other breach of the
Confidentiality Agreement other than as is reasonably believed to comply with lawful legal or
administrative process; (viii) the


 









 






commission by the Executive of any act that constitutes unfair
competition with the Company or any of its subsidiaries or affiliates; (ix) the material breach by
the Executive of any agreement to which he and the Company or any of its subsidiaries or affiliates
are parties 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; provided, that in the
event of (i) above, the Company shall provide written notice to Executive describing the nature of
such event and Executive shall thereafter have thirty (30) business days to cure such event.




     (ii) If Executive’s employment is terminated by the Company for Cause, or if
Executive terminates his employment hereunder for any reason other than Good Reason (as defined
below), Executive shall be entitled to receive the following amounts (collectively, the “Accrued
Obligations”):




	 	(a)	 	the Base Salary through the date of termination;
	 
	 	(b)	 	any Annual Bonus earned but unpaid as of the date of termination
	 
	 	(c)	 	for any previously completed full calendar year;
	 
	 	(d)	 	any vacation days earned but unpaid as of the termination date
	 
	 	(e)	 	for previously completed calendar year;
	 
	 	(f)	 	any vacation days earned but not taken; and
	 
	 	(g)	 	reimbursement for any unreimbursed business expenses properly
incurred by Executive in accordance with Company policy prior to the date of
Executive’s termination.





     In addition, if the Employment Term and Executive’s employment under this
Agreement is terminated by reason of the expiration of the Employment Term, Executive shall be
entitled to receive the Accrued Obligations.



     Following such termination of Executive’s employment by the Company for Cause, by Executive
for any reason other than Good Reason (as defined below), or by
reason of the expiration of the Employment Term, except as set forth in this Section 6(a),
Executive shall have no further rights to any compensation or any other benefits under
this Agreement.



b. Good Reason.



Executive shall have the right to terminate this Agreement for Good Reason. Good Reason shall mean:
(A) the failure to elect or reelect the Executive to the position of Executive Vice President,
Corporate affairs officer or the removal of the Executive from such position (other than due to a
termination of his employment at the end of the Employment Term, a termination for Cause, without
Cause, or as a result of Disability, death or the Executive’s resignation without Good Reason); (B)
a change in the reporting structure so that the Executive reports to a person other than the Chief
Executive Officer; (C) any breach by the Company of its obligations under this Agreement if not
remedied


 









 






 after 30 days’ written notice from the Executive; or (D) in connection with the occurrence
of a Change in Control.




c. Disability or Death.




     The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s
death or if Executive becomes physically or mentally incapacitated and is therefore unable for a
period of six (6) months during any twelve (12) month period to perform Executive’s duties,
determined by the Company in its reasonable discretion (such incapacity hereinafter referred to as
“Disability”). Upon termination of Executive’s employment hereunder for either Disability or death,
Executive or Executive’s estate (as the case may be) shall be entitled to receive the Accrued
Obligations plus any Company death or disability policy or plan benefits, as may be in effect from
time to time, for such circumstances. Following Executive’s termination of employment due to death
or Disability, except as set forth in this Section 6(c), Executive or Executive’s estate (as the
case may be) shall have no further rights to any compensation or any other benefits under this
Agreement.



d. By the Company Without Cause.




     If Executive’s employment is terminated by the Company or a successor without Cause),
Executive shall be entitled to receive all compensation and benefit payments which have or would
have accrued through June 30, 2009, provided, however, in the event of a Change in Control that is
effective on or before June 30, 2009, such date shall be extended until March 31, 2010; and all
options granted to Executive shall become immediately accelerated and fully exercisable. Following
Executive’s termination of
employment by the Company or a successor without Cause (other than by reason of Executive’s
death or Disability or by the Executive for Good Reason), except as set forth in this Section 6(d),
Executive shall have no further rights to any compensation or any other benefits under this
Agreement. Notwithstanding the foregoing, the Company’s obligation to provide the Executive the
payments described in this Section 6(d) shall be contingent upon Executive’s continued compliance
with the restrictive covenants set forth in Section 7.



     For purposes of this Agreement, “Change in Control” shall mean the first to occur of any of
the following: any “person,” as such term is used in Sections 13(d) and 14(d) of
the Exchange Act (other than (A) the Company, (B) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, and (C) any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of Stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 51% or more of the
combined voting power of the Company’s then outstanding voting securities (excluding any person who
becomes such a beneficial owner in connection with a transaction immediately following which the
individuals who comprise the Board immediately prior thereto constitute at least a majority of the
Board, the entity surviving such transaction or, if the Company or the entity surviving the



 









 







transaction is then a subsidiary, the ultimate parent thereof; there is consummated a merger,
reorganization, recapitalization, combination or statutory share exchange or similar transaction
involving or consolidation of the Company or any direct or indirect subsidiary of the Company with
any other corporation (a “Business Combination”), other than a Business Combination immediately
following which the individuals who comprise the Board immediately prior thereto constitute at
least a majority of the Board, the entity
surviving such Business Combination or, if the Company or the entity surviving such merger is then
a subsidiary, the ultimate parent thereof; or the stockholders of the Company approve a plan of
complete liquidation of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or
substantially all of the Company’s assets (or any transaction having a similar effect), other than
a sale or disposition by the Company of all or substantially all of the Company’s assets to an
entity, immediately following which the individuals who comprise the Board immediately prior
thereto constitute at least a majority of the board of directors of the entity to which such assets
are sold or disposed of or, if such entity is a subsidiary, the ultimate parent thereof.



     Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by
virtue of (x) a public offering of securities of the Company by the Company or its security holders
that is registered with the Securities and Exchange Commission not involving a Business Combination
or (y) the consummation of any transaction or series of integrated transactions immediately
following which the holders of the Stock immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership and voting rights in
an entity which owns all or substantially all of the assets of the Company immediately following
such transaction or series of transactions.


e. Notice of Termination. Any purported termination of employment by the Company or by
Executive (other than due to Executive’s death) shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 10(f) hereof. For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination
of employment under the provision so indicated.




7. Confidentiality/Non-Competition.



a. The Executive has executed a separate Confidentiality Agreement (the “Confidentiality
Agreement”), pursuant to which he agrees to be bound by certain confidentiality, noncompetition,
non-solicitation and other restrictive covenants and which are incorporated herein by reference.



b. The Executive hereby agrees and covenants, in addition to the provisions of the
Confidentiality Agreement, that he shall not, directly or indirectly, in any capacity whatsoever,
including, without limitation, as an employee, employer, consultant, member, principal, partner,
shareholder, officer, director, agent, holder of financial


 









 






interest, or any other individual or
representative capacity, in any individual, partnership, corporation, limited liability company,
association, trust, joint venture, unincorporated association or government entity (“Person”),
whether on the Executive’s own behalf or on behalf of any Person or entity or otherwise howsoever
(other than as a holder of not more than one percent (1%) of the combined voting power of the
outstanding stock of a publicly held company), during the Executive’s employment with the Company
and for a period of one (1) year following after the termination or cessation of this Agreement and
of the Executive’s employment with the Company for any reason, directly or indirectly engage in,
own, manage, operate, control, be employed by, consult for, participate in,
or be connected in any manner with the ownership, management, operation or control of any business
in competition with the “business of the Company or its affiliates or their successors. The
“business of the Company or its affiliates or their successors” is defined as the business of
plasma fractionation or manufacturing, selling, researching, distributing, marketing or otherwise
conducting business in any way relating to the development, manufacture, sale or distribution of
plasma derivative products, including, without limitation, biological surgical or fibrin adhesives
or their recombinant or monoclonal antibody analogs, whether the Company is actually engaged in
such business activities or has taken action to begin engaging in such business activities, even if
any related services or products are not completed or ready for marketing or distribution, at the
time that this Agreement and the Executive’s employment with the Company terminates.



c. The Executive acknowledges and recognizes the highly competitive nature of the
business of the Company, and agrees that the covenants set forth herein, including the
Confidentiality Agreement, are reasonable and necessary to protect the Company’s interests. It is
expressly understood and agreed that although Executive and the Company consider such restrictions
to be reasonable, if a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained herein and in the Confidentiality
Agreement is an unenforceable restriction against Executive, the provisions of this Agreement and
the Confidentiality Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may judicially determine
or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any
restriction contained herein or in the Confidentiality Agreement is unenforceable, and such
restriction cannot be amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained therein.



8. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at
law for a breach or threatened breach of any of the provisions of Section 7 would be inadequate
and, in recognition of this fact, Executive agrees that, in the event of
such a breach or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise
required by this Agreement and obtain equitable relief in the form of specific performance,
temporary restraining order, temporary or permanent injunction or any other equitable remedy which
may then be available.




 









 







9.
Indemnification. The Company will enter into an indemnification agreement with
Executive in the form adopted by the Company’s board of directors as of the date hereof.




10. Miscellaneous. 



a. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflicts of laws principles thereof.



b. Entire Agreement/Amendments. This Agreement and the Confidentiality Agreement contain
the entire understanding of the parties with respect to the subject matter hereof and thereof and
shall supersede any other agreements, offer terms or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof and thereof which have been made by either
party. There are no restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those expressly set forth
herein. This Agreement and the Confidentiality Agreement may not be altered, modified, or amended
except by written instrument signed by the parties hereto.



c. No Waiver. The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such
party of the right thereafter to insist upon strict adherence to that term or any other term of
this Agreement.



d. Severability. In the event that any one or more of the provisions of this Agreement
and/or the Confidentiality Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions of this Agreement
and/or the Confidentiality Agreement shall not be affected thereby.



e. Binding Agreement; Assignment. This Agreement shall inure to the benefit of and be
binding upon the personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees of the Executive. This Agreement shall not be assignable by
Executive. This Agreement may be assigned by the Company to a company which is a successor in
interest to substantially all of the business operations of the Company or to a parent of the
Company. Such assignment shall become effective when the Company notifies the Executive of such
assignment or at such later date as may be specified in such notice. Upon such assignment, the
rights and obligations of the Company hereunder shall become the rights and obligations of such
successor company, provided that any assignee expressly assumes the obligations, rights and
privileges of this Agreement and provided, further, that such assignment shall not affect the
Executive’s right to terminate for Good Reason, including upon a Change of Control.



f. Notice. For the purpose of this Agreement, notices and all other communications

provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested,


 









 






 postage prepaid,
addressed to the respective addresses set forth below Agreement, or to
such other address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon receipt.




If to the Company:

Omrix Biopharmaceuticals, Inc.

630 Fifth Avenue

New York, New York, 10111

Attn: C.E.O



If to Executive: To the most recent address of Executive set forth in the personnel records of the
Company.



g. Withholding Taxes. Any payments provided for hereunder shall be paid net of any
applicable withholding taxes required under federal, state or local law and any additional
withholding to which the Executive has agreed.



h. Survival. The obligations of the Company and the Executive under this Agreement which by
their nature may require performance after the expiration or termination of the Employment Term
(including, without limitation, those under Section 7) shall survive the expiration or termination
of this Agreement.



i. Counterparts. This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written.




	 	 	 	 	 
	/s/ V Marc
Droppert 
	            Omrix Biopharmaceuticals, Inc.
 	 
	 
	 	By:	 /s/ Robert Taub