EXHIBIT 10.1







EXHIBIT 10.1




October 2, 2008
     




     Re: Agreement to Continue Employment.



Dear                     :




     We appreciate your hard work and dedication as an employee of Northfield Laboratories Inc. In
view of your significant contributions, this letter will confirm the terms of your continued
employment with Northfield through June 30, 2009.



     Northfield agrees to continue your employment in your present position through June 30, 2009.
During this period, your current salary will not be reduced and the employee benefits you currently
receive will not be materially changed without your consent. If you receive a promotion or salary
increase, your new position and salary will remain in effect for the remainder of this period.



     If Northfield terminates your employment prior to June 30, 2009, you will be entitled to
receive a lump sum payment of your accrued but unused paid time off plus an amount equal to 12
months of your base salary as in effect at the time of your termination. These payments will be
paid within 14 days after actual termination, subject to any requirement to sign a written release
of claims.



     If you are entitled to and elect to continue your medical benefits under COBRA, you will pay
for that coverage at active employee rates for the first 12 months of your COBRA coverage or, if
earlier, until the end of your coverage. If your COBRA coverage extends for more than 12 months,
you will pay the full COBRA rate for the remainder of your COBRA period.



     Northfield will not be obligated to make a lump sum payment or to continue your salary or
benefits if you voluntarily terminate your employment or if your employment is terminated as a
result of Northfield’s determination, in its exclusive discretion, that you have failed to perform
your responsibilities as a Northfield employee, including any failure to comply with your
Proprietary Information and Inventions Agreement or with Northfield’s employment policies and code
of business conduct and ethics.



     Northfield may require you to sign a written release of claims as a condition to providing you
with payments or benefits after the date of the termination of your employment. All payments will
be subject to tax withholding to the extent required by law. If you are required to sign a written
release as a condition to payments or benefits, then payment will not be made until after you sign
and return the release, and any required period to revoke a written release has expired.



     This letter agreement will terminate on June 30, 2009. Your Proprietary Information and
Inventions Agreement will remain in force at all times. Unless we agree otherwise in writing, after
that date your employment with Northfield will be on an at will basis in accordance with applicable
law.



     The severance pay and benefits provided for in this letter will be in lieu of any other
severance or termination pay to which you may be entitled under any Northfield severance or
termination plan, program, practice or arrangement. This letter supersedes and replaces our prior
letter agreement relating to the continuation of your employment dated as of February 25, 2008.



     If you agree to accept this proposal, please sign, date and return this document to my
attention by not later than October 6, 2008.



     Thank you again for your continued efforts on behalf of Northfield.



 









 





	 	 	 	 	 
	 

	 	Steven A. Gould, M.D.
	 	 
	 

	 	Chairman and Chief Executive Officer	 	 






I have read and understand this letter

and agree with its terms:




	 	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Date: