clavijoagree.htm


    
      

      

    

    Exhibit 10.3

    
 

    EMPLOYMENT
      AGREEMENT

    


    This
      Agreement (the “Agreement”), dated as of December 27, 2007 (the
      “Effective Date”) by and between DOR BioPharma, Inc., a Delaware corporation
      having a place of business at 850 Bear Tavern Road, Suite 201, Ewing, NJ 08628
      (the “Corporation”), and James Clavijo, an individual (the
“Employee”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Corporation desires to employ Employee as Controller, and the Employee
      desires to be employed by the Corporation as Controller, all pursuant to the
      terms and conditions hereinafter set forth;

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual promises and
      covenants herein contained, it is agreed as follows:

    


    
      	
              1.

            	
              EMPL0YMENTDUTIES

            


    

    


    The
      Corporation engages and employs Employee, and Employee hereby accepts engagement
      and employment as Controller.  The Employee will report to the Chief
      Financial Officer, and shall perform high quality, full-time service to the
      Corporation to supervise and have responsibility for the financial operations
      of
      the Corporation, including, but not limited to: (i) recording, performing and
      overseeing the day to day financial transactions of the Corporation (ii)
      managing the financial accounts of the Corporation; and (iii) assisting in
      evaluating, negotiating, structuring and implementing business transactions
      with
      the Corporation’s customers and suppliers, and such other activities as may be
      reasonably requested by the Board of Directors of the Corporation. Employee
      acknowledges and understands that his employment may entail significant travel
      on behalf of the Corporation.

    


    
      	
              2.

            	
              EMPLOYMENTTERM

            


    

    


    Employee’s
      employment hereunder shall
      be for a period of three (3) years, unless extended by mutual agreement of
      the
      parties (the “Term”).

    


    
      	
              3.

            	
              COMPENSATION

            


    

    


    As
      compensation for the performance of
      Employee’s duties on behalf of the Corporation, Employee shall be compensated as
      follows:

    


    
      	
                          (a)

            	
              (i) The
                Corporation
                shall pay Employee an annual base salary (“Base Salary”) of one hundred
                and fifty-five thousand dollars ($155,000) per annum, payable in
                accordance with the usual payroll period of the
                Corporation.

            


    

    


    (ii)        The
      Corporation shall pay employee a minimum annual bonus of thirty-five thousand
      dollars ($35,000), payable on each December 15th during
      the
      Term.

    


    (b)  All
      options granted to Employee will be granted pursuant to the Corporation’s
      Employee Stock Option Plan and the Corporation’s standard Stock Option
      Agreement.  All vested options shall be exercisable for a period of
      six months following termination of employment, subject to extension in the
      discretion of the Stock Option Plan administrator.  Upon a change in
      control due to merger or acquisition, all Employee options shall become fully
      vested, and be exercisable for a period of 3 years after the merger or
      acquisition (unless they would have expired sooner pursuant to their natural
      term).  In the event of death of Employee during Term, all unvested
      options shall immediately vest and remain exercisable for the rest of their
      natural term and become property of Employee’s immediate family.

    


    (c)  300,000
      shares of common stock of the Corporation will be issued to Employee immediately
      prior to the completion of a transaction, or series or combination of related
      transactions, negotiated by the Corporation’s Board of Directors whereby,
      directly or indirectly, a majority of the Corporation’s capital stock or a
      majority of its assets are transferred from the Corporation and/or our
      stockholders to a third party.

    


    (d)      The
      Corporation shall withhold all applicable federal, state and local taxes; social
      security; workers compensation contributions; and such other amounts as may
      be
      required by law or agreed upon by the parties with respect to the compensation
      payable to the Employee pursuant to section 3(a) hereof.

    


    (e)     The
      Corporation shall reimburse Employee for all normal, usual and necessary
      expenses incurred by Employee in furtherance of the business and affairs of
      the
      Corporation, including reasonable travel and entertainment, including travel
      and
      lodging to and in Miami, against receipt by the Corporation of appropriate
      vouchers or other proof of Employee’s expenditures and otherwise in accordance
      with the policy of the Corporation.

    


    (f)         During
      the Term, Employee shall be entitled to a maximum of four (4) weeks paid
      vacation per annum.  Unused vacation may be carried over to successive
      years.

    


    (g)         The
      Corporation shall make available to Employee and his dependents such medical,
      disability, life insurance and such other benefits as the Corporation makes
      available to its other senior officers and directors.  Employee may
      elect to have the Corporation reimburse Employee for payments made to his own
      family medical plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES BY EMPLOYEE AND
                CORPORATION

            


    

    


    (a)         Employee
      hereby represents and warrants to the Corporation as follows:

    


    (i)         Neither
      the execution and delivery of this Agreement nor the performance by Employee
      of
      his duties and other obligations hereunder violate or will violate any statute,
      law, determination or award, or conflict with or constitute a default under
      (whether immediately, upon the giving of notice or lapse of time or both) any
      prior employment agreement, contract, or other instrument to which Employee
      is a
      party or by which he is bound.

    


    (ii)         Employee
      has the full right, power and legal capacity to enter and deliver this Agreement
      and to perform his duties and other obligations hereunder. This Agreement
      constitutes the legal, valid and binding obligation of Employee enforceable
      against him in accordance with its terms. No approvals or consents of any
      persons or entities are required for Employee to execute and deliver this
      Agreement or perform his duties and other obligations hereunder.

    


    (b)         The
      Corporation hereby represents and warrants to Employee as follows:

    


    (i)         The
      Corporation is duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware, with all requisite corporate power and authority
      to own its properties and conduct its business in the manner presently
      contemplated.

    


    (ii)         The
      Corporation has full power and authority to enter into this Agreement and to
      incur and perform its obligations hereunder. This Agreement constitutes the
      legal, valid and binding obligation of the Corporation enforceable against
      it in
      accordance with its terms. Except as expressly set forth herein, no approvals
      or
      consents of any persons or entities are required for Corporation to execute
      and
      deliver this Agreement or perform its duties and other obligations
      hereunder.

    


    (iii)   The
      execution, delivery and performance by the Corporation of this Agreement does
      not conflict with or result in a breach or violation of or constitute a default
      under (whether immediately, upon the giving of notice or lapse of time or both)
      the certificate of incorporation or by-laws of the Corporation, or any agreement
      or instrument to which the Corporation is a party or by which the Corporation
      or
      any of its properties may be bound or affected.

    


    
      	
              5.

            	
              NON-COMPETITION

            


    

    


    
      	
               

            	
              (a)

            	
              Employee
                understands and recognizes that his services to the Corporation are
                special and unique and agrees that, during the Term and for a period
                of
                two (2) years following the termination of the Employee’s employment with
                the Corporation (or one (1) year in the event that the Employee is
                terminated within 1 year of the Effective Date), employee shall not
                in any
                manner, directly or indirectly, on behalf of himself or any person,
                firm,
                partnership, joint venture, corporation or other business entity
                (‘Person”), enter into or engage in any business competitive with the
                Corporation’s business or research activities, either as an individual for
                his own account, or as a partner, joint venturer, executive, agent,
                consultant, salesperson, officer, director of a Person operating
                or
                intending to operate in the area of the use of any of the compounds
                owned
                or licensed by the Corporation during the time of his
                employ.

            


    

    


    
      	
               

            	
              (b)

            	
              During the
                Term and for two
                (2) years (or one (1) year in the event that the Employee is terminated
                within 1 year of the Effective Date) following the termination of
                the
                Employee’s employment with the Corporation, Employee shall not, directly
                or indirectly, without the prior written consent of the
                Corporation:

            


    

    


    
      	
               

            	
              (i)

            	
              interfere
                with, disrupt or attempt to disrupt any past, present or prospective
                relationship, contractual or otherwise ,
                between the Corporation and any of its licensors, licensees,
                clients, customers, suppliers, employees, consultants or other related
                parties, or solicit or induce for hire any of the employees or agents
                of
                the Corporation, or any such individual who in the past was employed
                or
                retained by the Corporation within six (6) months of the termination
                of
                said individual’s employment or retention by the Corporation;
                or

            


    

    


    
      	
               

            	
              (ii)

            	
              solicit
                or accept employment or be retained by any party who, at any time
                during
                the term of this Agreement, was a customer or supplier of the Corporation
                or any of its affiliates or any licensor or licensee thereof where
                his
                position will be related to the business of the Corporation;
                or

            


    

    


               (c)                  In
      the event that Employee breaches any provisions of this Section 5 or
      there is a threatened
      breach,                  then,
      in addition to any other rights which the Corporation may have, the Corporation
      shall be entitled without the posting of a bond or other security to injunctive
      relief to enforce the restrictions contained herein.

    


    
      	
              6.

            	
              CONFIDENTIALINFORMATION

            


    

    


    (a)         Employee
      agrees that during the course of his employment or at any time after
      termination, he will not disclose or make accessible to any other person, the
      Corporation’s or any of its subsidiaries’ or affiliates’, (collectively the
“Affiliates”) products, services and technology, both current and under
      development, promotion and marketing programs, business plans, lists, customer
      lists, product or licensing opportunities, investor lists, trade secrets and
      other confidential and proprietary business information of the Corporation
      or
      the Affiliates. Employee agrees: (i) not to use any such information for himself
      or others; and (ii) not to take any such material or reproductions thereof
      in
      any form or media from the Corporation’s facilities at any time during his
      employment by the Corporation, except as required in Employee’s duties to the
      Corporation. Employee agrees immediately to return all such material and
      reproductions thereof in his possession to the Corporation upon request and
      in
      any event upon termination of employment.

    


    (b)         Except
      with prior written authorization by the Corporation, Employee agrees not to
      disclose or publish any of the confidential, technical or business information
      or material of the Corporation, to any suppliers, licensors, licensees,
      customers, partners or other third parties to whom the Corporation owes an
      obligation of confidence, at any time during or after his employment with the
      Corporation.

    


    (c)         Employee
      hereby assigns to the Corporation all right, title and interest he may have
      or
      acquire in all inventions (including patent rights) developed by Employee during
      the term of this Agreement (hereinafter the “Inventions”) and agrees that all
      Inventions shall be the sole property of the Corporation and its assigns, and
      the Corporation and its assigns shall be the sole owner of all patents,
      copyrights and other rights in connection therewith. Employee further agrees
      to
      assist the Corporation in every proper way (but at the Corporation’s expense) to
      obtain and from time to time enforce patents, copyrights or other rights on
      said
      Inventions in any and all countries. Employee hereby irrevocably designates
      counsel to the Corporation as Employee’s agent and attorney-in-fact to do all
      lawful acts necessary to apply for and obtain patents and copyrights and to
      enforce the Corporation’s rights under this Section. This Section shall survive
      the termination of this Agreement for any reason.

    


    (d)         The
      Employee recognizes that in the course of his duties hereunder, he may receive
      from Affiliates or others information which may be considered ‘material,
      nonpublic information” concerning a public company that is subject to the
      reporting requirements of the Securities and Exchange Act of 1934, as amended.
      The Employee agrees not to:

    


    (i)          Buy
      or sell any security, option, bond or warrant while in possession of relevant
      material, nonpublic information received from Affiliates or others in connection
      herewith;

    


    (ii)  Provide
      Affiliates with information with respect to any public company that may be
      considered material, nonpublic information; or

    


    (iii)       Provide
      any person with material, nonpublic information, received from Affiliates,
      including any relative, associate, or other individual who intends to, or may
      otherwise directly or indirectly benefit from, such information.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              7.

            	
              TERMINATION

            


    

    


    (a)         The
      Employee’s employment hereunder shall begin on the Effective Date and shall
      continue for the period set forth in Section 2 hereof unless renewed by mutual
      agreement or sooner terminated upon the first to occur of the following
      events:

    


    (i)         The
      death of the Employee;

    


    (ii)         One
      year following the merger or consolidation in which either more than fifty
      percent of the voting power of the Corporation is transferred or the Corporation
      is not the surviving entity, or sale or other disposition of all or
      substantially all the assets of the Corporation;

    


    (iii)      Termination
      by the Board of Directors of the Corporation for Just Cause. Any of the
      following actions by the Employee shall constitute “Just Cause”:

    


    
      	
               

            	
              (A)

            	
              Material
                breach by the Employee of Section 1, Section 5 or Section 6
                of this Agreement;

            


    

    


    
      	
               

            	
              (B)

            	
              Material
                breach by the Employee of any provision of this Agreement other than
                Section 5 or Section 6 which is not cured by the Employee within
                thirty
                (30) days of notice thereof from the
                Corporation;

            


    

    


    
      	
               

            	
              (C)

            	
              Any
                action by the Employee to intentionally harm the Corporation or any
                action
                of gross negligence by the Employee;
                or

            


    

    


    
      	
               

            	
              (D)

            	
              The
                conviction of the Employee of a
                felony.

            


    

    


    (iv)          Termination
      by the Employee for Just Cause. Any of the following actions or omissions by
      the
      Corporation shall constitute just cause, subject to the notice and cure
      requirements below, provided that the Employee terminates employment with the
      Corporation within one year following the initial existence of one or more
      of
      the following conditions, without the consent of the Executive:

    


    
      	
              (A)  

            	
              Material
                diminution of base salary;

            


    

    


    
      	
              (B)  

            	
              Material
                diminution of the Employee’s authority, duties or
                responsibilities;

            


    

    


    
      	
              (C)  

            	
              Material
                change in the geographic location in which the Employee provides
                services
                to the Corporation; or

            


    

    


    
      	
              (D)  

            	
              Material
                breach by the Corporation of any provision of this Agreement which
                is not
                cured by the Corporation within thirty (30) days of notice thereof
                from
                the Employee.

            


    

    


    The
      Employee must provide notice to the Corporation of the existence of the “just
      cause” condition not later than 90 days of its initial existence and the
      Corporation shall have 30 days from the date of the Employee notice to cure
      the
      condition giving rise to such notice.

    


    


    (b)        Upon
      termination by the Corporation pursuant to either subparagraph (i) or (iii)
      of
      paragraph (a) above or by Employee other than pursuant to subparagraph (iv)
      of
      paragraph (a) above, the Employee (or his estate in the event of termination
      pursuant to subparagraph (i)) shall be entitled to receive the Base Salary
      plus
      Bonus accrued but unpaid as of the date of termination including any vacation
      time accrued but not taken.

    


    (c)      Upon
      termination by the Corporation without Just Cause or pursuant to subparagraphs
      (ii) or (iv) of paragraph (a) above, then the term of the Agreement as set
      forth
      in Section 2 hereof shall be deemed to have been terminated as of such date
      and
      (i) the Corporation shall pay to the Employee, six (6) months salary, subject
      to
      setoff, and any accrued Bonuses payable upon the normal payroll periods of
      the
      Corporation including any vacation accrued but not taken.  No unvested
      options shall vest beyond the termination date, except where previously noted
      in
      Section 3 (b) or at the discretion of the Stock Option Plan
      Administrator.  Health benefits and life insurance will also be
      maintained for Employee (or his dependents in the event of termination pursuant
      to subparagraph (i)) by Company during severance period.

    


    


    (d)         Not
      withstanding any of the foregoing, Sections 5 and 6 shall survive the
      termination or expiration of this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.          NOTICES

    


    Any
      notice or other communication under this Agreement shall be in writing and
      shall
      be deemed to have been given: when delivered personally against receipt
      therefor; one (1) day after being sent by Federal Express or similar overnight
      delivery; or three (3) days after being mailed registered or certified mail,
      postage prepaid, return receipt requested, to either party at the address set
      forth above, or to such other address as such party shall give by notice
      hereunder to the other party.

    


    9.          SEVERABILITYOFPROVISIONS

    


    If
      any
      provision of this Agreement shall be declared by a court of competent
      jurisdiction to be invalid, illegal or incapable of being enforced in whole
      or
      in part, such provision shall be interpreted so as to remain enforceable to
      the
      maximum extent permissible consistent with applicable law and the remaining
      conditions and provisions or portions thereof shall nevertheless remain in
      full
      force and effect and enforceable to the extent they are valid, legal and
      enforceable, and no provision shall be deemed dependent upon any other covenant
      or provision unless so expressed herein.

    


    10.           ENTIREAGREEMENTMODIFICATION

    


    This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof, and the parties hereto have made no agreements, representations
      or warranties relating to the subject matter of this Agreement which are not
      set
      forth herein. No modification of this Agreement shall be valid unless made
      in
      writing and signed by the parties hereto.

    


    11.          BINDING
      EFFECT

    


    The
      rights, benefits, duties and obligations under this Agreement shall inure to,
      and be binding upon, the Corporation, its successors and assigns, and upon
      Employee and his legal representatives. This Agreement constitutes a personal
      service agreement, and the performance of Employee’s obligations hereunder may
      not be transferred or assigned by Employee.

    


    12.          NON-WAIVER

    


    The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and said terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.

    


    13.          GOVERNING
      LAW

    


    This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of Florida without regard to principles of conflict
      of laws.

    


    14.          HEADINGS

    


    The
      headings of paragraphs are inserted for convenience and shall not affect any
      interpretation of this Agreement.

    


    


    


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

    


    


    


    DOR
      BIOPHARMA, INC.

    


    


    By:
/s/
      Christopher J. Schaber

    


    Christopher
      J. Schaber, PhD

    Chief
      Executive Officer

    


    


    


    EMPLOYEE:

    


    


    By:
      /s/ James Clavijo

    James
      Clavijo

    Controller