Blueprint





 











 Exhibit 10.1



 



EXECUTIVE EMPLOYMENT AGREEMENT


 


This
EXECUTIVE EMPLOYMENT AGREEMENT (this “ Agreement”) is
made as of September 27, 2016 (the “Effective
Date”) by and between CorMedix Inc., a Delaware
corporation with principal executive offices at 1430 U.S. Highway
206, Suite 200, Bedminster, NJ 07921 (the “Company”), and
Khoso Baluch (“Executive”).
Each of the Company and Executive is referred to herein as a
“Party” and
together they are referred to as the “Parties.”


 



TERMS


 


In
consideration of the foregoing premises and the mutual covenants
and agreements herein contained, the Parties, intending to be
legally bound, agree as follows:


 


1. Employment.


 

(a) Services. Executive will serve
as the Company’s Chief Executive Officer commencing on
October 3, 2016 (the “Start Date”)
and will be responsible for the day-to-day management of the
Company. Executive will report solely and directly to, and be
subject to the supervision of, the Company’s Board of
Directors (the “Board”).
Executive will perform such services for the Company and have such
powers, responsibilities and authority as are customarily
associated with the position of Chief Executive Officer and shall
perform customary and appropriate duties as may otherwise be
reasonably assigned to the Executive from time to time by the
Board. All employees of the Company will report to Executive or his
designee.


 

(b) Acceptance. Executive hereby
accepts such employment subject to the terms of this
Agreement.


 


2. Term.


 


The
duration of employment under this Agreement shall commence on the
Start Date and shall continue for a term of three (3) years
thereafter, unless sooner terminated pursuant to Section 8
(such three-year period referred to herein as the
“Initial
Term”); provided, however, that on the expiration of
the Term, the Term shall be extended automatically for additional,
successive one-year periods (such extended periods referred to
herein as the “Extended
Term”), unless one Party shall notify the other in
writing at least ninety (90) days before the initial expiration of
the Initial Term or the expiration of any successive one-year
period during the Extended Term that this Agreement shall not be so
extended after such expiry (a “Notice of
Nonrenewal”). The Initial Term and the Extended Term
collectively shall be referred to herein as the “Term.”
Notwithstanding anything to the contrary contained herein, the
provisions of this Agreement specified in Sections 5, 6, 9,
10, 11, 12, and 13 shall survive the expiration or
termination hereof.


 


3. Duties;
Place of Performance.


 

(a) Duties. Except as other set
forth in this Section 3(a), Executive (i) shall devote all of his
business time, attention and energies to the business and affairs
of the Company, shall use his best efforts to advance the interests
of the Company, and shall perform his duties diligently and to the
best of his ability, in compliance with the Company’s
policies and procedures and the laws and regulations that apply to
the Company’s business; and (ii) shall not be engaged in any
other business activity, whether or not such business activity is
pursued for gain, profit or other pecuniary advantage, that will
interfere with the performance by Executive of his duties hereunder
or Executive’s availability to perform such duties or that
Executive knows, or should reasonably know, will adversely affect,
or negatively reflect upon, the Company. Executive may serve as a
member of the board of directors of Poxel, a French public company
that does not compete with the Company and, with the advance
written consent of the Board, Executive may serve as a director of,
or on the advisory committee of, other pharmaceutical and life
science companies.


 



 

1







 






 

(b) Place of Performance. The
duties to be performed by Executive hereunder shall be performed
primarily at the executive offices of the Company in Bedminster,
New Jersey, or, subject to Good Reason below, wherever the
principal executive offices of the Company shall hereafter be
located, subject to reasonable travel requirements on behalf of the
Company, or such other place as the Company may reasonably
designate.


 

(c) Board Service. Executive will
be appointed to the Board as of the Start Date and the Company
shall use its best efforts to cause Executive to be elected as a
member of its Board throughout the Term and, unless there is a
Change of Control (as defined below), shall include him in the
management slate for election as a director at every stockholders
meeting during the Term at which his term as a director would
otherwise expire. Executive agrees to accept election, and to serve
during the Term, as a director of the Company, without any
compensation therefor other than as specified in this
Agreement.


 


4. Compensation.


 


As full
compensation for Executive’s performance of services as an
employee of the Company, the Company shall pay Executive as
follows:


 

(a) Base Salary. During the Initial
Term, the Company shall pay Executive an annual base salary of
Three Hundred Seventy-Five Thousand Dollars ($375,000) (as it may
be increased from time to time as provided hereunder, the
“Base
Salary”), less applicable withholdings and deductions.
Payment shall be made in accordance with the Company’s normal
payroll practices. Upon the expiration of the Initial Term, the
Board, or its Compensation Committee, shall review the Base Salary
to determine whether an increase in the amount thereof is warranted
in its sole discretion. The Base Salary will not be decreased
unless (i) all officers and/or members of the Company’s
executive management team experience an equal or greater percentage
reduction in annual base salary and/or total compensation; and (ii)
Executive’s Base Salary reduction is no greater than
twenty-five (25) percent.


 

(b) Annual Bonus. Subject to the
following provisions of this Section
4(b), Executive shall be eligible to receive an annual
target bonus, less applicable withholdings and deductions, in an
amount not to exceed Eighty Percent (80%) of the Base Salary then
in effect, as determined by the Board (or its Compensation
Committee), after consultation with Executive, in good faith based
upon the achievement, during the year in question, of (i)
objectives for the Company as a whole established by the Board (or
its Compensation Committee) after consultation with Executive, and
(ii) objectives for Executive established by the Board (or its
Compensation Committee) at the beginning of the year after
consultation with Executive. In 2016, the bonus will be prorated at
this target level, contingent upon Executive meeting performance
objectives established by the Board (or its Compensation Committee)
after consultation with Executive. After 2016, the Board (or its
Compensation Committee) will endeavor to determine and agree on
Executive’s individual objectives for a given year within the
first thirty (30) calendar days of each year. Executive must be
employed by the Company through December 31 of a given year in
order to earn the annual bonus for such year. The annual bonus for
a given year will be paid no later than March 15 of the year
following the year to which it relates.


 



 

2







 






 

(c) Stock Options. On the Start
Date the Board shall approve the Company’s grant to Executive
of stock options to purchase One Million, Eight Hundred And Fifty
Thousand (1,850,000) shares of the Company’s outstanding
common stock (the “Options”). The
Options shall be granted pursuant to and subject to the terms and
conditions of the Company’s Stock Plan and shall be further
subject to the terms of stock option agreements to be entered into
between Executive and the Company. The exercise price of the
Options will be equal to the closing price of the Company’s
common stock on the applicable date of grant on the New York Stock
Exchange (“NYSE”). The
Options shall vest as follows: (i) 1,250,000 of the Option shares
will vest over four (4) years in four (4) equal annual installments
on the first four anniversaries of the Start Date and will be
exercisable pursuant to the terms of stock option agreements; (ii)
300,000 of the Option shares will be split into three equal
tranches and will be exercisable (subject to vesting) upon the
achievement of performance milestones set forth in the applicable
stock option grant agreement; and (iii) 300,000 of the Option
shares will be exercisable (subject to vesting) upon the
Company’s stock price on the NYSE attaining an average
closing price per share (as such shares are presently constituted
as of the Start Date, subject to adjustment for stock dividends,
stock splits and the like) that is at least two and three fourths
(2.75) times the lower of the closing price per share on September
23, 2016 or the Start Date, with such increased stock price
measured on an average basis of the closing price for a 30-day
period (the “Qualifying
Price”), provided, in all cases, that Executive
remains an employee of, or a consultant to, the Company through the
applicable vesting date, and provided further that with respect to
the Options described in clauses (ii) and (iii) above (collectively
referred to herein as the “Performance
Options”), such Performance Options will not vest
before December 31, 2018, and the Performance Options will be
forfeited if performance of the objectives associated with the
Performance Options is not achieved within four (4) years of Start
Date and, in the case of the Performance Options described in
clause (iii) above, the closing stock price is below the Qualifying
Price on December 31, 2018.


 

(d) Withholding. The Company will
withhold from any amounts payable under this Agreement such
federal, state and local taxes as the Company determines are
required to be withheld pursuant to applicable law.


 



 

3







 






 

(e) Expenses. The Company will
reimburse Executive to cover Executive’s actual aggregate
expenses related to his employment (including relocation, temporary
housing, legal fees and taxes), in an amount not to exceed
Seventy-Five Thousand Dollars ($75,000). Separately, the Company
shall also reimburse Executive for all normal, usual and necessary
expenses incurred by Executive in furtherance of the business and
affairs of the Company, including without limitation reasonable
travel, lodging, meals, and entertainment upon timely receipt by
the Company of appropriate vouchers or other proof of
Executive’s expenditures and otherwise in accordance with any
expense reimbursement policy as may from time to time be adopted by
the Company. Such reimbursements will be made in a timely manner
and in accordance with the policies of the Company, but in no event
later than December 31 of the year following the year in which
Executive incurs such expense. The amount of expenses eligible for
reimbursement during one year will not affect the expenses eligible
for reimbursement in any other year, and is not subject to
liquidation or exchange for another benefit.


 

(f) Other Benefits. Executive shall
be entitled to all rights and benefits for which he shall be
eligible under any benefit or other plans (including, without
limitation, dental, medical, medical reimbursement and hospital
plans, pension plans, employee stock purchase plans, profit sharing
plans, bonus plans, prescription drug reimbursement plans, short
and long term disability plans, life insurance and other so-called
“fringe” benefits) as the Company shall make available
to its senior executives from time to time. All such benefits are subject to the
provisions of their respective plan documents in accordance with
their terms and are subject to amendment or termination by the
Company without Executive’ s consent.


 

(g) Vacation. Executive shall be
entitled to a vacation up to four (4) weeks per annum, of which no
more than two (2) weeks may be taken consecutively, in addition to
holidays observed by the Company and reasonable periods of paid
personal and sick leave. All such paid time off shall accrue and be
used in accordance with the Company’s established policies
and procedures.


 


(h)           Future
Equity. After the Initial Term, Executive shall be eligible
for future equity grants, in the discretion of the Board (or its
Compensation Committee).


 


5. Confidential
Information and Inventions.


 

(a) Confidential Information;
Non-Disclosure and Non-Use. Executive recognizes and
acknowledges that in the course of his duties he will receive
confidential or proprietary information of the Company, its
affiliates or third parties with whom the Company or any such
affiliates has an obligation of confidentiality. Accordingly,
during and after the Term, Executive agrees to keep confidential
and not disclose or make accessible to any other person or use for
any other purpose other than in connection with the fulfillment of
his duties under this Agreement, any “Confidential and
Proprietary Information” (defined below) owned by, or
received by or on behalf of the Company or any of its affiliates.
The term “Confidential and
Proprietary Information” shall include, but shall not
be limited to, confidential or proprietary scientific or technical
information, data, formulas and related concepts, business plans
(both current and under development), client lists, promotion and
marketing programs, trade secrets, or any other confidential or
proprietary business information relating to development programs,
costs, revenues, marketing, investments, sales activities,
promotions, credit and financial data, manufacturing processes,
financing methods, and any and all information relating to the
operation of the Company’s business which the Company may
from time to time designate as confidential or proprietary or that
Executive reasonably knows should be, or has been, treated by the
Company as confidential or proprietary. Executive expressly
acknowledges that the Confidential and Proprietary Information
constitutes a protectable business interest of the Company.
Confidential and Proprietary Information encompasses all formats in
which information is preserved, whether electronic, print, or any
other form, including all originals, copies, notes, or other
reproductions or replicas thereof. Executive agrees: (i) not to use
any such Confidential and Proprietary Information for himself or
others; and (ii) not to take any Company material or reproductions
(including but not limited to writings, correspondence, notes,
drafts, records, invoices, technical and business policies,
computer programs or disks) thereof from the Company’s
offices at any time during his employment by the Company, except in
connection with the execution of Executive’s duties to the
Company.


 



 

4







 






 

(b) Return of Property. Upon
request during employment and immediately at the termination of his
employment, Executive will return to the Company all Confidential
and Proprietary Information in any form (including all copies and
reproductions thereof) and all other property whatsoever of the
Company in his possession or under his control. If requested by the
Company, Executive will certify in writing that all such materials
have been returned to the Company. Executive also expressly agrees
that immediately upon the termination of his employment with the
Company for any reason, Executive will cease using any secure
website, computer systems, e-mail system, phone system or voicemail
service provided by the Company for the use of its employees.
Notwithstanding the foregoing, Executive may retain his address
book to the extent it only contains contact
information.


 

(c) Exceptions. Confidential and
Proprietary Information does not include any information that: (i)
at the time of disclosure is generally known to, or readily
ascertainable by, the public; (ii) becomes known to the public
through no fault of Executive or other violation of this Agreement;
or (iii) is disclosed to Executive by a third party under no
obligation to Executive’s knowledge to maintain the
confidentiality of the information. The restrictions in
Section
5(a) above will not apply to any information the extent that
that Executive is required to disclose such information by law,
provided that the Executive (x) notifies the Company of the
existence and terms of such obligation, (y) gives the Company
prompt notice to seek a protective or similar order to prevent or
limit such disclosure, and (z) only discloses that information
actually required to be disclosed. Notwithstanding the foregoing,
nothing in this Agreement is meant to prohibit Executive from
reporting possible violations of federal law or regulation to any
governmental agency or entity, including but not limited to the
Department of Justice, the SEC, the Congress, and any agency
Inspector General, or making other disclosures that are protected
under the whistleblower provisions of federal law or regulation.
Executive shall not be required to obtain the prior authorization
of the Company to make any such reports or disclosures and is not
required to notify the Company that he has made such reports or
disclosures.


 

(d) Notice Of Immunity From Liability For
Confidential Disclosure Of A Trade Secret To The Government Or In A
Court Filing. Pursuant to the Federal Defend Trade Secrets
Act of 2016, Executive shall not be held criminally or civilly
liable under any federal or state trade secret law for the
disclosure of a trade secret that (a) is made (i) in confidence to
a federal, state or local government official, either directly or
indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (b) is
made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. An individual who
files a lawsuit for retaliation by an employer for reporting a
suspected violation of law may disclose the trade secret to his
attorney and use the trade secret information in the court
proceeding, if the individual (a) files any document containing the
trade secret under seal; and (b) does not disclose the trade
secret, except pursuant to court order.


 



 

5







 






 

(e) Inventions. Executive agrees
that all inventions, discoveries, improvements and patentable or
copyrightable works (“Inventions”)
initiated, conceived or made by him within the scope of the
Company’s business and in the course of his employment with
the Company, either alone or in conjunction with others, during the
Term shall be the sole property of the Company to the maximum
extent permitted by applicable law and, to the extent permitted by
law, shall be “works made for hire” as that term is
defined in the United States Copyright Act (17 U.S.C.A., Section
101). The Company shall be the sole owner of all patents,
copyrights, trade secret rights, and other intellectual property or
other rights in connection therewith; provided, however that this
Section
5(e) shall not apply to Inventions which are not related to
the business of the Company and which are made and conceived by
Executive not during normal working hours, not on the
Company’s premises and not using the Company’s tools,
devices, equipment or Confidential and Proprietary Information.
Subject to the foregoing, Executive hereby assigns to the Company
all right, title and interest he may have or acquire in all
Inventions; provided, however, that the Board may in its sole
discretion agree to waive the Company’s rights pursuant to
this Section
5(e).


 

(f) Further Actions and Assistance.
Executive agrees to cooperate reasonably with the Company and at
the Company’s expense, both during and after his employment
with the Company, with respect to the procurement, maintenance and
enforcement of copyrights, patents, trademarks and other
intellectual property rights (both in the United States and foreign
countries) relating to the Inventions. Executive shall sign all
papers, including, without limitation, copyright applications,
patent applications, declarations, oaths, formal assignments,
assignments of priority rights and powers of attorney, that the
Company reasonably may deem necessary or desirable in order to
protect its rights and interests in any Inventions. Executive
further agrees that if the Company is unable, after reasonable
effort, to secure Executive’s signature on any such papers,
any officer of the Company shall be entitled to execute such papers
as his agent and attorney-in-fact and Executive hereby irrevocably
designates and appoints each officer of the Company as his agent
and attorney-in-fact to execute any such papers on his behalf and
to take any and all actions as the Company reasonably may deem
necessary or desirable in order to protect its rights and interests
in any Inventions, under the conditions described in this
Section
5(f).


 

(g) Prior Inventions. Executive
will not assert any rights to any invention, discovery, idea or
improvement relating to the business of the Company or to his
duties hereunder as having been made or acquired by Executive prior
to his work for the Company, except for the matters, if any,
described in Appendix A
to this Agreement.


 



 

6







 






 

(h) Disclosure. Executive agrees
that he will promptly disclose to the Company all Inventions
initiated, made, conceived or reduced to practice by him, either
alone or jointly with others, during the Term.


 

(i) Survival. The provisions of
this Section 5
shall survive any termination of this Agreement.


 


6. Non-Competition,
Non-Solicitation and Non-Disparagement.


 

(a) Executive
understands and recognizes that his services to the Company are
special and unique and that in the course of performing such
services Executive will have access to and knowledge of
Confidential and Proprietary Information. Executive agrees that,
during the Term and the twelve month period immediately following
Executive’s separation from employment (the
“Termination Restriction
Period”), whether such separation is voluntary or
involuntary, he 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 involving the development or
commercialization of a preventive anti-infective product that would
be a competitor of Neutrolin or a product containing taurolodine or
any other product being actively developed or produced by the
Company as of the date of Executive’s termination of
employment (the “Business of
Company”), either as an individual for his own
account, or as a partner, joint venturer, owner, executive,
employee, independent contractor, principal, agent, consultant,
salesperson, officer, director or shareholder of such Person, in
any capacity that requires or could result in Executive’s
intentional or unintentional use of the Confidential and
Proprietary Information and/or requires Executive to perform
services substantially similar to those performed for the benefit
of the Company during the Term, within the United States and the
European Union, provided, however, that nothing shall prohibit
Executive from performing executive duties for any Person that does
not engage in the Business of Company. Executive acknowledges that,
due to the unique nature of the Business of the Company, the
Company has a strong legitimate business interest in protecting the
continuity of its business interests and its Confidential and
Proprietary Information and the restriction herein agreed to by
Executive narrowly and fairly serves such an important and critical
business interest of the Company. Notwithstanding the foregoing,
nothing contained in this Section 6(a)
shall be deemed to prohibit Executive from acquiring or holding,
solely for investment, publicly traded securities of any
corporation, some or all of the activities of which are engaged in
the Business of Company so long as such securities do not, in the
aggregate, constitute more than four percent (4%) of any class or
series of outstanding securities of such corporation; or being a
passive investor holding less than four percent (4%) of a private
equity, venture capital or other commingled fund; and further
notwithstanding the foregoing, nothing contained in this
Section
6(a) shall preclude Executive from becoming an employee of,
or from otherwise providing services to, a separate division or
operating unit of a multi-divisional business or enterprise (a
“Division”) if:
(i) the Division by which Executive is employed, or to which
Executive provides services, is not engaged in the Business of
Company, (ii) Executive does not provide services, directly or
indirectly, to any other division or operating unit of such
multi-divisional business or enterprise engaged in or proposing to
engage in the Business of Company (individually, a
“Competitive
Division” and collectively, the “Competitive
Divisions”) and (iii) the Competitive Divisions, in
the aggregate, accounted for less than one-third of the
multi-divisional business or enterprise's consolidated revenues for
the fiscal year, and each subsequent quarterly period, prior to
Executive's commencement of employment with or provision of
services to the Division.


 



 

7







 






 

(b) Reasonableness of Restriction.
Executive hereby acknowledges and agrees that the covenant against
competition provided for pursuant to Section 6(a)
is reasonable with respect to its duration, geographic area and
scope. In addition, Executive acknowledges that the Company engages
in the Business of Company throughout the United States and the
European Union. If, at the time of enforcement of this Section 6, a
court holds that the restrictions stated herein are unreasonable
under the circumstances then existing, the Parties hereto agree
that the maximum duration, scope or geographic area legally
permissible under such circumstances will be substituted for the
duration, scope or area stated herein.


 

(c) Non-Solicitation. During the
Term and the applicable Termination Restriction Period (as defined
below), Executive shall not, directly or indirectly, on his own
behalf or on behalf of any person or entity, without the prior
written consent of the Company:


 

(i) solicit or induce
any employee, consultant or independent contractor of the Company
or any of its affiliates to leave the employ of (or end a
contracting relationship with) the Company or any affiliate; or
hire for any competitive purpose any employee consultant or
independent contractor of the Company; or hire any former employee
who has left the employment of the Company or any affiliate of the
Company within six (6) months of the termination of such employee's
employment with the Company or any such affiliate for any
competitive purpose; or hire any former consultant or independent
contractor who has ended his or her consultancy or contracting
relationship with the Company or any affiliate of the Company
within six (6) months of the end of such consultancy or contracting
relationship for any competitive purpose; or hire any former
employee of the Company in knowing violation of such employee's
non-competition agreement with the Company or any such affiliate;
or


 

(ii) solicit,
divert or take away, or attempt to divert or take away, the
business or patronage of any agent, client or customer of the
Company which was served by the Company during the twelve-month
period prior to the termination of Executive’s employment
with the Company; or induce, encourage, or attempt to induce or
encourage any client or customer of the Company which was served by
the Company during the twelve-month period prior to the termination
of Executive’s employment with the Company to reduce, limit,
or cancel its business with the Company.


 


For
clarity, the foregoing shall not be violated by general
advertising, by serving as a reference upon request or by actions
taken in the good faith performance of Executive’s duties to
the Company.


 

(d) Non-Disparagement. Executive
agrees that he shall not directly or indirectly disparage, whether
or not truthfully, the name or reputation of the Company or any of
its affiliates, including but not limited to, any officer,
director, employee or shareholder (provided Executive has had
material dealings with such shareholder) of the Company or any of
its affiliates; provided that, nothing in this Section shall be
construed to interfere with Executive’s right to engage in
protected concerted activity under the National Labor Relations
Act. Notwithstanding this Section
6(d), nothing contained herein shall apply to statements
made by Executive (x) in the course of his responsibility to
evaluate the performance and/or participate in any investigation of
the conduct or behavior of officers, employees and/or others, (y)
as part of any judicial, administrative or other legal action or
proceeding, or (z) in rebuttal of false or misleading statements by
others, and nothing shall be construed to limit or impair the
ability of Executive to provide truthful testimony in response to
any validly issued subpoena or to file pleadings or respond to
inquiries or legal proceedings by any government agency to the
extent required by applicable law. These non-disparagement
obligations will cease to apply two (2) years after
Executive’s termination of employment.


 



 

8







 






 

(e) Enforcement. In the event that
Executive breaches or threatens to breach any provisions of
Section
5 or this Section 6,
then, in addition to any other rights the Company may have, it
shall be entitled to seek injunctive relief to enforce such
provisions. In the event that an actual proceeding is brought in
equity to enforce the provisions of Section 5 or
this Section 6,
Executive shall not urge as a defense that there is an adequate
remedy at law nor shall the Company be prevented from seeking any
other remedies that may be available to it.


 

(f) Remedies Cumulative; Judicial
Modification. Each of the rights and remedies enumerated in
Section
6(e) shall be independent of the others and shall be in
addition to and not in lieu of any other rights and remedies
available to the Company at law or in equity. If any of the
covenants contained in this Section 6,
or any part of any of them, is hereafter construed or adjudicated
to be invalid or unenforceable, the same shall not affect the
remainder of the covenant or covenants or rights or remedies, which
shall be given full effect without regard to the invalid portions.
If any of the covenants contained in this Section 6 is
held to be invalid or unenforceable because of the duration of such
provision or the area covered thereby, the Parties agree that the
court making such determination shall have the power to reduce the
duration and/or area of such provision and in its reduced form such
provision shall then be enforceable.


 

(g) Survival. The provisions of
this Section 6
shall survive any termination of this Agreement.


 


7. Representations
and Warranties.


 

(a) By Executive. Executive hereby
represents and warrants to the Company as follows:


 

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


 



 

9







 






 

(ii) Executive
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 Executive enforceable against him in accordance with
its terms. No approvals or consents of any persons or entities are
required for Executive to execute and deliver this Agreement or
perform his duties and other obligations hereunder.


 

(iii) Executive
will not use any confidential information or trade secrets of any
third Party in his employment by the Company in violation of the
terms of the agreements under which he had access to or knowledge
of such confidential information or trade secrets.


 

(b) By The Company. The Company
hereby represents and warrants to Executive that the Company has
the full right and power to enter and deliver this Agreement and to
perform its obligations hereunder. This Agreement constitutes the
legal, valid and binding obligation of the Company enforceable
against it in accordance with its terms. All approvals or consents
required for the Company to validly execute and deliver this
Agreement and perform its obligations hereunder, including, without
limitation, approval of the Board, if required, have been
obtained.


 


8. Termination.


 

(a) Cause. Executive’s
employment hereunder may be terminated by the Company immediately
for “Cause” (defined below). Any of the following
actions by Executive shall constitute “Cause”:


 

(i) The willful
failure, disregard or refusal by Executive to perform his material
duties or obligations under this Agreement (other than as a result
of Executive’s mental incapacity or illness, as confirmed by
medical evidence provided by a physician selected by the
Company);


 

(ii) Any
willful, intentional or grossly negligent act by Executive having
the effect of materially injuring (whether financially or
otherwise) the business or reputation of the Company or any of its
affiliates (other than acts that were performed in a good faith
attempt to advance the business interests of the
Company);


 

(iii) Executive’s
conviction of any felony involving moral turpitude (including entry
of a guilty or nolo contendere plea);


 

(iv) The
Executive’s qualification as a “bad actor,” as
defined by 17 CFR 230.506(a);


 

(v) The good faith
determination by the Board, after a reasonable and good-faith
investigation by the Company that Executive engaged in some form of
harassment prohibited by law (including, without limitation,
harassment on the basis of age, sex or race) unless
Executive’s actions were specifically directed by the
Board;


 



 

10







 






 

(vi) Any
material misappropriation or embezzlement by Executive of the
property of the Company or its affiliates (whether or not a
misdemeanor or felony); or


 

(vii) Breach
by Executive of any material provision of this Agreement that is
materially injurious to the Company. Notwithstanding the foregoing,
in no event shall Cause exist unless the Company’s Board has
made a formal determination of Cause by majority vote and provided
Executive with 10 days advance notice followed by the right to be
heard in front of the entire Board followed by a second majority
vote finding that Cause still exists. Such meeting of the Board can
occur in person or via teleconference. If the circumstances
surrounding Cause are reasonably curable, then the Executive shall
have the right to cure those circumstances over the next 20 days.
If the circumstances are not curable or if those circumstances
still exist after the cure period has expired, then (and only then)
shall Cause be deemed to exist for purposes of this
Agreement.


 

(b) Death. Executive’s
employment hereunder shall be terminated upon Executive’s
death.


 

(c) Disability. The Company may
terminate Executive’s employment hereunder due to
Executive’s “Disability” (defined below) while
Executive is so Disabled. For purposes of this Agreement, a
termination due to Executive’s “Disability”
shall be deemed to have occurred if the Executive has not been able
to perform his material duties for 180 days in a 365 day
period.


 

(d) Good Reason. Executive may
terminate his employment hereunder for “Good Reason”
(as defined below) pursuant to the procedures set forth in this
Section
8(d). In order for Executive to resign for Good Reason,
Executive must provide written notice to the Board of the existence
of the Good Reason condition within sixty (60) days of the initial
existence of such Good Reason condition. Upon receipt of such
notice, the Company will have thirty (30) days during which it may
attempt to remedy the Good Reason condition. If so remedied,
Executive may not resign for Good Reason based on such condition.
If the Good Reason condition is not remedied within such thirty
(30) day period, Executive may resign based on the Good Reason
condition specified in the notice effective no later than thirty
(30) days following the expiration of the thirty (30) day cure
period. The term “Good Reason”
shall mean any of the following occurring without the
Executive’s consent:


 

(i) any material breach
of this Agreement by the Company;


 

(ii) any
material reduction by the Company of Executive’s duties,
responsibilities, or authority;


 

(iii) a
material reduction in Executive’s annual Base Salary unless
(i) all officers and/or members of the Company’s executive
management team experience an equal or greater percentage reduction
in annual base salary and/or total compensation; and (ii)
Executive’s Base Salary and/or total compensation reduction
is no greater than twenty-five (25) percent; or


 



 

11







 






 

(iv) a
material reduction in Executive’s target bonus level unless:
(i) all officers and/or members of the Company’s executive
management team experience an equal or greater percentage reduction
related to target bonus levels; and (ii) Executive’s target
bonus level reduction is no greater than twenty-five (25)
percent.


 

(e) Convenience. Either Party may
terminate Executive’s employment hereunder for any reason or
no reason at any time upon sixty (60) days written notice of
termination to the other Party, which notice shall specify the
termination date, or by providing a Notice of Nonrenewal to the
other Party pursuant to the terms of Section
2.


 


9. Compensation
upon Termination.


 


In the
event Executive’s employment is terminated, the Company shall
pay to Executive the Base Salary and benefits otherwise payable to
him under Section 4
through the last day of his actual employment by the Company, along
with any reimbursable business expenses subject to Company policy
and any amounts due under any benefit plan or program in accordance
with its terms (together, the “Accrued
Compensation”). Except for the Accrued Compensation,
rights to indemnification and directors’ and officers’
liability insurance, and as otherwise required by law, Executive
will have no further entitlement hereunder to any other
compensation or benefits from the Company except as expressly
provided below:


 

(a) Death or Disability. If
Executive’s employment is terminated as a result of his death
or Disability, the Company shall pay to Executive or to
Executive’s estate, as applicable, the Accrued Compensation.
In addition, Executive shall receive
the bonus due for any completed fiscal year not yet paid (including
timing of payment, the “Prior Year
Bonus”).


 

(b) Cause. If Executive’s
employment is terminated by the Company for Cause, Executive shall
not be entitled to receive any payments or benefits other than the
Accrued Compensation, rights to indemnification and
directors’ and officers’ liability insurance and as
otherwise required by law. All shares of capital stock of the
Company held by Executive that are subject to vesting
(“Restricted
Shares”) that
have not vested as of the date of termination shall be forfeited to
the Company as of such date. All unvested options to purchase
shares of capital stock of the Company (“Stock
Options”) shall immediately terminate upon termination
for Cause.


 

(c) Other than for Cause, Non-Renewal,
Death or Disability. If the Company terminates
Executive’s employment, other than as a result of
Executive’s death or Disability, other than by Notice of
Nonrenewal and other than for Cause, or if Executive terminates
Executive’s employment for Good Reason, then conditioned upon Executive executing a
Release (as defined below) following such termination, the Company
will provide to Executive the following separation benefits:
(i) payment of the Accrued Compensation and Prior Year Bonus,
rights to indemnification and directors’ and officers’
liability insurance and any rights or privilege otherwise required
by law, (ii) payment to Executive of his Base Salary over a period
of twelve (12) months, (iii) payment to Executive on a prorated
basis for any partial bonus earned by Executive based on the actual
achievement of the objectives referenced in Section 4(b),
(iv) if Executive timely elects continued health insurance coverage
under COBRA, payment to Executive of a portion of the premium
necessary to continue such coverage for Executive and
Executive’s eligible dependents that is equal to the portion
paid for by the Company during Executive’s employment, until
the conclusion of the time when Executive is receiving continuation
of Base Salary payments or until Executive becomes eligible for
group health insurance coverage under another employer’s
plan, whichever occurs first, provided however that the Company has
the right to terminate such payment of COBRA premiums on behalf of
Executive and instead pay Executive a lump sum amount equal to the
COBRA premium times the number of months remaining in the specified
period if the Company determines in its discretion that continued
payment of the COBRA premiums is or may be discriminatory under
Section 105(h) of the Code, and (v) all Restricted Shares and Stock
Options that are scheduled to vest on or before the next succeeding
anniversary of the date of termination shall be accelerated and
deemed to have vested as of the termination date. All Stock Options
that have vested (or been deemed pursuant to the immediately
preceding sentence to have vested) as of the date of
Executive’s termination shall remain exercisable until the
earlier of the expiry of ninety (90) days following such
termination or the termination date applicable under the grant;
provided that, for the avoidance of doubt, the Performance Options
whose vesting requirements have not been successfully met as of the
date of Employee’s termination of employment or resignation
with Good Reason will not accelerate. The separation benefits set forth above are
conditioned upon Executive executing a release of claims
against the Company, its parents, subsidiaries and affiliates and
each of its officers, directors, employees, agents, successors and
assigns in substantially the form attached hereto as Exhibit B (the
“Release”)
within the time specified therein, which Release is not revoked within any time period allowed for
revocation under applicable law. The salary continuation described
in Section
9(c)(ii) above will be payable
to Executive over time in accordance with the Company’s
payroll practices and procedures beginning on the sixtieth
(60th) day following the termination of Executive’s
employment with the Company, provided that the Company, in its sole
discretion but in accordance with Internal Revenue Code Section
409A, may begin the payments earlier.


 



 

12







 






 

(d) By Notice of Non-Renewal. If,
pursuant to Section
8(e), Executive terminates his employment hereunder by
written notice of termination without Good Reason or if either
Party terminates Executive’s employment by providing a Notice
of Nonrenewal to the other Party, Executive shall not be entitled
to receive any payments or benefits other than the Accrued
Compensation, the Prior Year’s Bonus, rights to
indemnification and directors’ and officers’ liability
insurance and as otherwise required by law.


 

(e) This Section 9
sets forth the only obligations of the Company with respect to the
termination of Executive’s employment with the Company, and
Executive acknowledges that, upon the termination of his
employment, he shall not be entitled to any payments or benefits
which are not explicitly provided in this Section 9,
except as required by law or the terms of another employee plan,
program or arrangement covering him. Executive acknowledges and
agrees that upon the termination of his employment with the
Company, regardless of the reason or grounds therefore, he shall
resign from his position on the Board and from any other board,
organization or foundation wherein Executive sits or belongs as a
representative of the Company.


 



 

13







 






 

(f) The obligations of
the Company that arise under this Section 9
shall survive the expiration or earlier termination of this
Agreement.


 


10. Change
In Control.


 

(a) Change In Control Defined. The
term “Change In
Control” shall have the same meaning as defined in the
Company’s 2013 Stock Incentive Plan, as in effect on the date
of this Agreement.


 

(b) Consequence upon Executive’s
Termination Without Cause or Executive’s Resignation With
Good Reason. Upon Executive’s termination of
employment without Cause or Executive’s resignation of
employment with Good Reason within twenty-four months after a
Change In Control, the Company shall provide Executive the
following separation benefits: (i) payment of the Accrued
Compensation, the Prior Year Bonus, rights to indemnification and
directors’ and officers’ liability insurance and any
rights or privilege otherwise required by law, (ii) payment to
Executive of his Base Salary and full target bonus over a period of
twelve (12) months, (iii) payment to Executive on a prorated basis
for any partial bonus earned by Executive based on the achievement
of the objectives referenced in Section
4(b), (iv) if Executive timely elects continued health
insurance coverage under COBRA, payment to Executive of the entire
premium necessary to continue such coverage for Executive and
Executive’s eligible dependents until the conclusion of the
time when Executive is receiving continuation of Base Salary
payments or until Executive becomes eligible for group health
insurance coverage under another employer’s plan, whichever
occurs first, provided however that the Company has the right to
terminate such payment of COBRA premiums on behalf of Executive and
instead pay Executive a lump sum amount equal to the COBRA premium
times the number of months remaining in the specified period if the
Company determines in its discretion that continued payment of the
COBRA premiums is or may be discriminatory under Section 105(h) of
the Code, and (v) all Restricted Shares and unvested Stock Options
held by Executive shall be accelerated and deemed to have vested as
of the date of the Executive’s termination of employment. All
Stock Options that have vested (or been deemed pursuant to the
immediately preceding sentence to have vested) as of the date of
Executive’s termination of employment shall remain
exercisable until the earlier of the expiry of twelve (12) months
following such termination or the termination date applicable under
the grant. The separation benefits set
forth above are conditioned upon Executive executing a
Release within the time specified therein, which Release
is not revoked within any time period
allowed for revocation under applicable law. The salary
continuation described in Section
10(b)(ii) above will be payable
to Executive over time in accordance with the Company’s
payroll practices and procedures beginning on the sixtieth
(60th) day following the termination of Executive’s
employment with the Company, provided that the Company, in its sole
discretion but in accordance with “Section 409A”
(defined below), may begin the payments earlier.


 

(c) Potential Adjustments due to Tax
Implications. Notwithstanding anything in this Agreement or
any other agreement between Executive and the Company to the
contrary, but subject to this Section
10(c), the Company will effectuate the acceleration
contemplated under Section
10(b) and will make the payments and other acceleration of
benefits under this Agreement and other compensatory arrangements
without regard to whether Section 280G of the Code would limit or
preclude the deductibility of such payments or benefits. However,
if reducing or eliminating any payment and/or other benefit
(including the vesting of his options or other equity compensation)
would increase the “Total After-Tax Payments” (defined
below), then the amounts payable to Executive will be reduced or
eliminated as follows (or in such other manner as Executive may
specify at the applicable time if permitted to do so without
violation of Internal Revenue Code Sections 280G, 409A and 4999) to
the extent necessary to maximize such Total After-Tax
Payments:


 



 

14







 






 

(i) first, by reducing
or eliminating any cash payments or other benefits (other than the
vesting of any options or stock) and


 

(ii) second,
by reducing or eliminating the vesting of options and stock that
occurs as a result of a Change of Control or other event covered by
Section 280G of the Code in reverse order of vesting and with
grants whose parachute value is calculated without regard to
Treasury Regulations 280G-1 Q&A 24(c) being reduced prior to
those subject to Q&A 24(c).


 


The
Company’s independent, certified public accounting firm will
determine whether and to what extent payments or vesting are
required to be reduced or eliminated in accordance with the
foregoing. If there is ultimately determined to be an underpayment
of or overpayment to Executive under this provision, the amount of
such underpayment or overpayment will be immediately paid to
Executive or refunded by him, as the case may be, with interest at
the applicable federal rate under the Code. The term
“Total
After­Tax Payments” means the total value of all
“parachute payments” (as that term is defined in
Section 280G(b)(2) of the Code) made to Executive or for his
benefit (whether made under the Agreement or otherwise), after
reduction for all applicable federal taxes (including, without
limitation, the tax described in Section 4999 of the Code). The
cost of the accountant shall be paid by the Company and the
accountant shall deliver to the parties its calculations in a form
that can be relied upon for filing of tax returns. The calculations
made pursuant to this section shall be made by allocating the full
summary compensation table value (from the latest filed proxy) or
an estimate thereof of the Executive’s annual total
compensation to the noncompete set forth in this
Agreement.


 

11. Indemnification.


 


The
Company shall defend and indemnify Executive regard to his
capacities with the Company, its affiliates and its benefit plans
to the fullest extent permitted under the Delaware General
Corporate Law (the “DGCL”). The
Company shall also establish a policy for indemnifying its officers
and directors, including but not limited to Executive, for all
actions permitted under the DGCL taken in good faith pursuit of
their duties for the Company, including, but not limited to, the
obtaining of an appropriate level of directors and officers
liability insurance coverage and including such provisions in the
Company’s bylaws or certificate of incorporation, as
applicable and customary. Executive shall be designated as a named
insured on such directors and officers liability insurance policy.
Executive’s rights to, and the Company’s obligation to
provide, indemnification shall survive termination of this
Agreement.


 



 

15







 






 

12. Compliance
with Code Section 409A.


 

(a) Intent of the Parties. The
intent of the Parties is that the payments, compensation and
benefits under this Agreement will be exempt from or comply with
Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations and guidance promulgated thereunder
(collectively “Section 409A”)
and, in this connection, the Agreement shall be interpreted to be
exempt or in compliance with Section 409A. Further, if any benefit
or payment payable under this Agreement is deemed to not comply
with Section 409A, the Company and Executive agree to
renegotiate in good faith any such benefit or payment (including,
without limitation, as to the timing of any severance payments
payable hereunder) so that either (i) Section 409A will not apply
or (ii) compliance with Section 409A will be achieved; provided,
however, that any resulting renegotiated terms shall provide to
Executive the after-tax economic equivalent of what otherwise has
been provided to Executive pursuant to the terms of this Agreement,
and provided further, that any deferral of payments or other
benefits shall be only for such time period as may be required to
comply with Section 409A.


 

(b) Potential Delay of Payment(s) and
Adjustments. For the avoidance of doubt, the Parties intend
that payments of the separation
benefits set forth in Section 9
above satisfy, to the greatest extent possible, the exemptions from
the application of Section 409A provided under Treasury Regulation
Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9). If any
payment, compensation or other benefit provided to Executive in
connection with his separation from service is determined, in whole
or in part, to constitute “nonqualified deferred
compensation” within the meaning of Section 409A and
Executive is a “specified employee” within the meaning
of Section 409A, no part of such payments shall be paid before the
day that is six (6) months plus one (1) day after the termination
date or his earlier death (the “New Payment
Date”). The aggregate of any payments that otherwise
would have been paid to Executive during the period between the
termination date and the New Payment Date shall be paid to
Executive in a lump sum on such New Payment Date. Thereafter, any
payments that remain outstanding as of the day immediately
following the New Payment Date shall be paid without delay over the
time period originally scheduled, in accordance with the terms of
this Agreement.


 

(c) Separation from Service.
Notwithstanding anything to the contrary set forth herein, any
payments and benefits provided under Section 9
above that constitute “deferred compensation” within
the meaning of Section 409A will not commence in connection with
Executive’s termination of employment unless and until
Executive has also incurred a “separation from service”
(as such term is defined in Treasury Regulation Section
1.409A-1(h)), unless the Company reasonably determines that such
amounts may be provided to Executive without causing Executive to
incur additional tax under Section 409A.


 

(d) Installments. If any payment,
compensation or other benefit required by the Agreement is to be
paid in a series of installment payments, each individual payment
in the series shall be considered a separate payment for purposes
of Section 409A.


 



 

16







 






 


13. Miscellaneous.


 

(a) Governing Law. Subject to the
next sentence, this Agreement and all questions relating to its
validity, interpretation, performance, remediation, and enforcement
(including, without limitation, provisions concerning limitations
of actions) shall be governed by and construed in accordance with
the substantive laws of the State of Delaware, notwithstanding any
choice-of-law doctrines of that jurisdiction or any other
jurisdiction that ordinarily would or might cause the substantive
law of another jurisdiction to apply.


 

(b) Personal Jurisdiction. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR
PROCEEDING RELATING IN ANY WAY TO THIS AGREEMENT MAY ONLY BE
BROUGHT AND ENFORCED IN THE STATE OR FEDERAL COURTS LOCATED IN
SOMERSET COUNTY, NEW JERSEY, TO THE EXTENT SUBJECT MATTER
JURISDICTION EXISTS THEREFORE. THE PARTIES IRREVOCABLY SUBMIT TO
THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING. THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR
PROCEEDING IN SUCH COURTS, AS WELL AS ANY CLAIM THAT ANY SUCH
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
ANY INCONVENIENT FORUM.


 

(c) Service of Process. THE PARTIES
FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF
THE AFOREMENTIONED COURTS IN THE MANNER AND TO THE ADDRESS
SPECIFIED IN SECTION
13(h) OF THIS AGREEMENT.

 

(d) Waiver of Jury Trial. EACH OF
THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO
FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


 

(e) Assignment. This Agreement, and
Executive’s rights and obligations hereunder, may not be
assigned by Executive. The Company may assign its rights, together
with its obligations, hereunder only in connection with any sale,
transfer or other disposition of all or substantially all of its
business or assets and to an assignee who assumes such obligations
by law or in writing. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the Parties
hereto, and their respective heirs, legal representatives,
successors and assigns.


 



 

17







 






 

(f) Amendment. This Agreement
cannot be amended orally, or by any course of conduct or dealing,
but only by a written agreement duly executed by the
Parties.


 

(g) 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
such 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. Unless the written waiver instrument expressly provides
otherwise, no waiver by a Party of any right or remedy or breach by
the other Party in any particular instance shall be construed to
apply to any right, remedy or breach arising out of or related to a
subsequent instance.


 

(h) Notices. All notices, demands
or other communications desired or required to be given by a Party
to the other Party shall be in writing and shall be deemed
effectively given upon (i) personal delivery to the Party to be
notified, (ii) upon confirmation of receipt of fax or other
electronic transmission, (iii) one business day after deposit with
a reputable overnight courier, prepaid for priority overnight
delivery, or (iv) five days after deposit with the United States
Postal Service, postage prepaid, certified mail, return receipt
requested, in each case to the Party to be notified at the
Company’s principal executive officers in the case of the
Company and at the latest address of the Executive on the books of
the Company in the case of the Executive; or to such other
addresses and to the attention of such other individuals as either
Party shall have designated to the other by notice given in the
foregoing manner.


 

(i) Entire Agreement. This
Agreement sets forth the entire agreement and understanding of the
Parties relating to the subject matter hereof, and supersedes all
prior agreements, arrangements and understandings, written or oral
between the Parties, relating to the subject matter
hereof.


 

(j) Affiliate and Control Defined.
As used in this Agreement, the term “affiliate” of
a specified Person shall mean and include any Person controlling,
controlled by or under common control with the specified Person. A
Person shall be deemed to “control”
another Person if such first Person possesses directly or
indirectly the power to direct, or cause the direction of, the
management and policies of the second Person, whether through the
ownership of voting securities, by contract or
otherwise.


 

(k) Captions, Headings and
Cross-References. The section headings contained herein are
for reference purposes and convenience only and shall not in any
way affect the meaning or interpretation of this Agreement. Except
as expressly set forth otherwise, all cross-references to sections
refer to sections of this Agreement.


 



 

18







 






 

(l) Severability. In addition to,
and not in conflict with, the provisions of Sections 6(b) and
6(f), the Parties agree that each and every provision of
this Agreement shall be deemed valid, legal and enforceable in all
jurisdictions to the fullest extent possible. Any provision of this
Agreement that is determined to be invalid, illegal or
unenforceable in any jurisdiction shall, as to that jurisdiction,
be adjusted and reformed rather than voided, if possible, in order
to achieve the intent of the Parties. Any provision of this
Agreement that is determined to be invalid, illegal or
unenforceable in any jurisdiction which cannot be adjusted and
reformed shall for the purposes of that jurisdiction, be voided.
Any adjustment, reformation or voidance of any provisions of this
Agreement shall only be effective in the jurisdiction requiring
such adjustment or voidance, without affecting in any way the
remaining provisions of this Agreement in such jurisdiction or
adjusting, reforming, voiding or rendering that provision or any
other provision of this Agreement invalid, illegal or unenforceable
in any other jurisdiction.


 

(m) Counterpart Execution. This
Agreement may be executed in one or more counterparts each of which
shall be an original document and all of which together shall
constitute one and the same instrument. The Parties acknowledge
that this Agreement may be executed and delivered by means of
electronic signatures and that use and acceptance of electronic
signatures to bind the Parties represents the voluntary agreement
and intention of the Parties to conduct this transaction by
electronic means. The Parties agree that execution and delivery by
electronic means will have the same legal effect as if signatures
had been manually written on this Agreement. This Agreement will be
deemed lawfully executed by the Parties by such action for purposes
of any statute or rule of law that requires this Agreement to be
executed by the Parties to make the mutual promises, agreements and
obligations of the Parties set forth herein legally enforceable.
Facsimile and .pdf exchanges of signatures will have the same legal
force and effect as the exchange of original signatures. THE
PARTIES HEREBY WAIVE ANY RIGHT TO RAISE ANY DEFENSE OR WAIVER BASED
UPON EXECUTION OF THIS AGREEMENT BY MEANS OF ELECTRONIC SIGNATURES
IN ANY PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT. The
Parties agree that the legal effect, validity and enforceability of
this Agreement will not be impaired solely because of its execution
in electronic form or that an electronic record was used in its
formation. The Parties acknowledge that they are capable of
retaining electronic records of this transaction.


 


IN WITNESS WHEREOF, the Parties hereto
have executed this Employment Agreement as of the date set forth
above.


 


 



Signature page follows.


 








 

19








 






 


 


	

CORMEDIX
INC. 

	
 

	
 

	

EXECUTIVE: 


	
 

	
 

	
 

	
 

	
 

	
 


	By:	
/s/
Taunia Markvicka
	
 

	
 

	
/s/
Khoso Baluch	
 


	Name:	Taunia
Markvicka
	
 

	
 

	Khoso
Baluch	
 


	Title:	Chair Compensation,
BOD
	
 

	
 

	
 

	
 


	 	
 

	
 

	
 

	
 

	
 


	

Date:
9/27/16 

	
 

	
 

	

Date:
September 27, 2016








 


 


 



 

20







 






 



APPENDIX A


 


 



PRIOR
INVENTIONS.


 


 


 


 


 




 

21