exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 17, 2009, by and between
Protalix BioTherapeutics, Inc., a Florida corporation (the “Company”), and Sandra Lauterbach (the
“Executive”) (each of the Company and Executive shall be referred to herein, as a “Party” and
collectively, the “Parties”).



     WHEREAS, the Company is engaged, inter alia, in the research and development of proteins and
expression thereof in plant cells cultures; and



     WHEREAS, the Company desires to employ the Executive in the position of Company’s Vice
President, Sales and Commercial Affairs and the Executive desires to be employed by the Company in
such position, on the terms and conditions hereinafter set forth;



     NOW, THEREFORE, based on the representations contained herein and in consideration of the
mutual promises and covenants set forth herein, the Parties agree as follows:



     1. Executive’s Duties and Obligations.



          (a) Employment Term. The employment of the Executive by the Company shall commence on
December 18, 2009 (the “Effective Date”) and continue until the employment is terminated in
accordance with Section 5 (the “Term”).




          (b) Duties. The Executive shall serve as the Company’s Vice President, Sales and
Commercial Affairs. The Executive shall at all times report directly to the Company’s Chief
Executive Officer (“CEO”).




          (c) Location of Employment. The Executive’s principal place of business shall be in
Boston, Massachusetts; provided, that the Executive agrees and acknowledges that the
performance by the Executive of her duties shall require frequent travel including, without
limitation, overseas travel from time to time. Notwithstanding the foregoing, the Executive agrees
and acknowledges that the principal location of her employment by the Company may require
relocation at the Company’s sole discretion. If the Company, in its sole discretion, elects to
transfer the principal location of the Executive’s employment, the Company shall reimburse the
Executive for the relocation costs incurred in connection with the relocation to the extent
customarily provided to a vice president of a pharmaceutical company of the Company’s size. The
Company agrees and acknowledges that such costs will include: (i) customary and reasonable closing
costs and realtor fees for the sale of the Executive’s home at the time of relocation; (ii) costs
relating to the packing, transporting, storage, and unpacking of household goods; (iii) customary
and reasonable closing costs in connection with the Executive’s purchase of a new residence in
reasonable proximity to the new principal place of business; and (iv) interim housing if necessary
(in case the Executive’s current home does not sell in a timely manner); provided, that in no event
shall the Company be obligated to reimburse the Executive for, or pay, in excess of $50,000 under
this Section 1(b). The Executive agrees to use commercially reasonable efforts to cause the
relocation to take place within a reasonable amount of time after the Company elects to transfer
the principal location of the Executive’s



 









 






employment. Notwithstanding anything in this Agreement to the contrary, if it shall be
determined that the relocation costs would be subject to any income tax, then the Executive shall
be entitled to receive an additional payment in an amount such that after payment by the Executive
of all income taxes imposed upon such additional payment, the Executive retains an amount of the
additional payment equal to the income tax imposed upon the relocation costs.




          (d) Company Policies. The Executive agrees and acknowledges that she has been
provided with a copy of the policies adopted by the Company titled: “Code of Business Conduct and
Ethics,” “Insider Trading Policy” and “Pre-clearance and Blackout Policy” and undertakes to comply
and perform her duties and obligations under this Agreement in accordance with the provision of
such policies.




     2. Devotion of Time to Company’s Business.



          (a) Full-Time Efforts. The Executive shall be employed on a full-time basis. The
Executive shall devote her full and undivided attention and full working time to the business and
affairs of the Company and the fulfillment of her duties and responsibilities under this Agreement.
During the Term, the Executive shall not engage in any other employment nor engage in any other
business activity or render any commercial or professional services, with or without compensation,
for any other person or entity. The Executive shall notify the Company immediately of any event or
circumstance which may hinder the performance of her obligations hereunder or result in the
Executive having a conflict of interest with her position with the Company.




          (b) Duties and Obligations.




          The Executive’s duties and responsibilities shall be those duties and responsibilities
customarily performed by a Vice President, Sales and Commercial Affairs of a biopharmaceutical
company, as may be determined from time to time by the CEO. These will include, inter alia, the
following:





	 	•	 	Define, build, and lead the optimal commercial structure of the Company to enable
full potential of current and future pipeline candidates;
	 
	 	•	 	Optimize the Company’s commercial model by leveraging and managing external
alliances/partnerships;
	 
	 	•	 	Develop short and long-term strategic business plans to develop and build product
strength and ensure global market success;
	 
	 	•	 	Lead and direct cross-functional team members and partners (i.e. Medical,
Regulatory, Promotion, Agency, PR, Operations, etc.) in the development of strategic
and operational commercial plans;
	 
	 	•	 	Contribute to shaping the Company’s overall clinical and development strategy by
integrating market dynamics, competitive intelligence, and input from external experts;
and
	 
	 	•	 	Assess business development and licensing opportunities including participation in
due diligence visits.




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     3. Compensation and Benefits.



          (a) Base Compensation. During the Term, the Company shall pay to the Executive (i)
base annual compensation (“Base Salary”) of $180,000, payable in accordance with the Company’s
regular payroll practices and less all required withholdings and (ii) additional compensation, if
any, and benefits as hereinafter set forth in this Section 3.




          (b) Bonuses. During the Term, the Executive shall be eligible to one or more bonuses,
which may be paid in either cash or equity, or a combination thereof, at the sole discretion of the
Compensation Committee of the Board, or by the Board of Directors, after consultation with the CEO;
provided, that the Company shall be under no obligation whatsoever to pay a discretionary
bonus at any time during the Term. Such bonuses may be time-based, milestone-based or based upon
any other criteria set by the Compensation Committee of the Board, or by the Board of Directors.




          (c) Benefits. During the Term, the Executive shall be entitled to participate in all
employee benefit plans, programs and arrangements made available generally to the Company’s senior
executives or to its employees in the United States on substantially the same basis that such
benefits are provided to such executives or employees (including, without limitation
profit-sharing, savings and other retirement plans (e.g., a 401(k) plan) or programs, medical,
dental, hospitalization, vision, short-term and long-term disability and life insurance plans or
programs, accidental death and dismemberment protection, travel accident insurance, and any other
employee welfare benefit plans or programs that may be sponsored by the Company from time to time,
including any plans or programs that supplement the above-listed types of plans or programs,
whether funded or unfunded); provided, however, that nothing in this Agreement
shall be construed to require the Company to establish or maintain any such plans, programs or
arrangements. Notwithstanding anything herein to the contrary, during the Term, the Executive
shall be entitled to receive (i) $750 per month to pay for the costs incurred by the Executive to
maintain personal health insurance (“Health Care Costs”) and (ii) up to $540 per month in lieu of a
matching contribution by the Company to a 401(k) plan (the “401(k) Allocation”). The Executive
acknowledges and agrees that the Health Care Costs and the 401(k) Allocation shall cease to be
payable immediately upon the Company’s adoption of a health care insurance plan and a 401(k) plan
that are available to the Executive. The Executive further agrees and acknowledges that the 401(k)
Allocation shall only be payable by the Company if and to the extent the Executive deposits the
same amount in a self-funded retirement plan and shall not exceed an amount equal to 50% of the
Executive’s deposit of up to 6% of the Executive’s Base Salary (or 3% of the Executive’s Base
Salary). The Company agrees to use commercially reasonable efforts to adopt a health care
insurance plan for its employees within one year of the Effective Date. Notwithstanding anything
in this Agreement to the contrary, if it shall be determined that the Health Care Costs would be
subject to any income tax, then the Executive shall be entitled to receive an additional payment in
an amount such that after payment by the Executive of all income taxes imposed upon such additional
payment, the Executive retains an amount of the additional payment equal to the income tax imposed
upon the Health Care Costs. The Health Care Costs and the 401(k) Allocation shall be payable on a
pro rata basis for periods of less than one year.




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          (d) Car Allowance. The Executive shall be entitled to a car allowance equal to
$30,000 per year; provided, that such allowance shall be paid in accordance with the
Company’s regular payroll practices and less all required withholdings; provided,
further, that the allowance shall be payable on a pro rata basis for periods of less than
one year.




          (e) Cell Phone. The Executive shall be entitled to a cell phone provided by the
Company; provided, that allowance the Company shall not be required to pay more than $1,250
per month.




          (f) Options. The Company shall recommend to the Compensation Committee and the Audit
Committee of its Board of Directors that the Executive be granted a stock option (the “Option”) to
purchase 160,000 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”). The Option shall be granted under the Company’s 2006 Stock Incentive Plan (the “Plan”).
Such recommendation shall include that the Option be subject to the following additional terms and
conditions: (i) vesting over a period of four years as follows: 25% of the Option shall vest upon
the lapse of one year from the date of grant of the Option (the “Initial Vesting Date”) and the
remainder of the Option shall vest on a quarterly basis in 12 equal installments, commencing on the
Initial Vesting Date; (ii) a purchase price per Share to be determined by the administrator of the
Plan in accordance with applicable laws and regulations and shall be not less than the market price
of the Common Stock as of the date of grant; (iii) the Executive must execute the standard option
agreement required under the Plan; and (iv) all of the outstanding Options shall vest automatically
upon a Change of Control (as defined in the Plan).




          (g) Vacations. During the Term, the Executive shall be entitled to 20 days paid
vacation per year, to be earned ratably throughout the year, five days of which may be carried over
from year to year; provided, that in no event shall the aggregate number of such vacation
days carried over to any succeeding year exceed 10 days. The Executive shall coordinate her
vacation days in advance with the CEO. Paid holidays shall include the following holidays in the
United States: New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and the Friday immediately following Thanksgiving Day, Christmas Eve, Christmas
Day, New Year’s Eve.




          (h) Sick Leave. The Executive shall be entitled to 10 days of fully-paid sick leave
per year (pro rated for periods of less than one year).




          (i) Reimbursement of Business Expenses. The Executive shall be entitled to full
reimbursement from the Company for reasonable expenses incurred in connection with the performance
of her duties hereunder, but not including travel and travel-related expenses, up to a limit of
$2,000 per month, upon submission of substantiating documents, in accordance with the Company’s
policies. The Executive shall be entitled to full reimbursement from the Company for reasonable
expenses incurred in connection with travel and travel-related expenses in connection with the
performance of her duties hereunder, upon submission of substantiating documents, in accordance
with the Company’s policies. The reimbursement of any expenses in excess of the foregoing limit
shall require the prior approval of the CEO.




     4. Non-Competition and Non-Solicitation.



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          (a) Non-Competition During and After Employment. During the Term and for 12 months
following the applicable date of termination (the “Restricted Period”), the Executive shall not,
directly or indirectly, without the prior written consent of the Company, either as an employee,
employer, consultant, contractor, agent, principal, partner, stockholder, corporate officer,
director, or in any other individual or representative capacity (X) compete with the Company in the
business of developing or commercializing recombinant therapeutic proteins or any other category of
compounds which forms the basis of the Company’s material products under development or marketed
products as of the applicable date of termination or (Y) hire, solicit, encourage, induce or
endeavor to entice away from the Company, or otherwise interfere with the relationship of the
Company with, any person who is employed or engaged by the Company as an employee, agent,
consultant or independent contractor or who was so employed or engaged at any time during the six
months preceding the applicable date of termination.




          (b) Non Solicitation of Business. The Executive agrees that during the Restricted
Period, she will not directly solicit any business which is similar to the Company’s business from
individuals or entities that are customers, suppliers or contractors of the Company or any of its
subsidiaries or affiliates without the prior written consent of the CEO.




          (c) Reformation. To the extent that the restrictions imposed by this Section 4 are
interpreted by any court to be unreasonable in geographic and/or temporal scope, such restrictions
shall be deemed automatically reduced to the extent necessary to coincide with the maximum
geographic and/or temporal restrictions deemed by such court not to be unreasonable.




     5. Termination of Employment.



          (a) This Agreement shall be in effect commencing as of the Effective Date and shall continue
in full force and effect for an undefined period, unless and until terminated by either Party upon
60 days’ prior written notice to the other Party. Each of such prior notice periods shall be
referred to as the “Notice Period,” as applicable.




          (b) Notwithstanding anything herein to the contrary, the first month of employment hereunder
shall be a trial period and therefore this Agreement may be terminated by either party effective
immediately and without need for prior written notice.




          (c) Notwithstanding anything herein to the contrary, the Company may terminate this Agreement
in the event of the inability of the Executive to perform her duties hereunder, whether by reason
of injury (mental or physical), illness or otherwise, incapacitating the Executive for a period
exceeding 45 calendar days and shall terminate automatically upon the death of the Executive. The
determination of whether the Executive has been incapacitated shall be made in good faith by the
Company.




          (d) Notwithstanding anything herein to the contrary, the Company may terminate this Agreement
at any time, effective immediately and without need for prior written notice, and without
derogating from any other remedy to which the Company may be entitled, for Cause. For the purposes
of this Agreement, the term “Cause” shall mean: (i) a material breach by the Executive of this
Agreement; (ii) any breach by the Executive of her fiduciary duties or duties of care to the
Company and its subsidiaries and affiliates; (iii) the Executive’s



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dishonesty or fraud or felonious conduct; (iv) the Executive’s embezzlement of funds of the
Company or its subsidiaries or affiliates; (v) any conduct by the Executive, alone or together with
others, which is materially injurious to the Company and its subsidiaries and affiliates,
financially or otherwise; (vi) the Executive’s gross negligence or willful misconduct in the
performance of her duties and/or responsibilities hereunder or to the Company; (vii) the
Executive’s disregard or insubordination of any lawful resolution and/or instruction of the CEO
with respect to the Executive’s duties and/or responsibilities to the Company; (viii) the
occurrence of an event or circumstance which may result in the Executive having a conflict of
interest with respect to the Company and its subsidiaries and affiliates without the Executive
having notified the Company thereof, as provided herein; or (ix) any breach by the Executive of her
confidentiality undertakings to the Company.




          (e) Prior to the end of the Term or the termination of this Agreement, the Executive shall
cooperate with the Company and assist the integration into the Company’s organization of the person
or persons who will assume the Executive’s responsibilities, pursuant to Company’s instructions.
At the option of the Company, the Executive shall, during such period, either continue with her
duties or remain absent from the premises of the Company, subject to applicable law. At any time
during the Notice Period, the Company may elect to terminate this Agreement and the relationship
with the Executive immediately; provided, that the Executive shall be entitled to all
payments and other benefits due to her hereunder as she would have been entitled to receive for the
remaining period of the Notice Period.




          (f) Upon termination of the Executive’s employment with the Company hereunder for any reason
whatsoever, the Company shall have no further obligation or liability towards the Executive in
connection with her employment as aforesaid. The Company may set-off any outstanding amounts due
to it by the Executive against any payment due by the Company to the Executive, subject to
applicable law. Without limiting the generality of the foregoing, if the Executive fails to comply
with her notice or other obligations hereunder or under applicable law, the Company shall be
entitled to set-off any amount to which the Executive would have been entitled during the Notice
Period, from any payment due from the Company to the Executive, all without prejudice to any other
remedy to which the Company may be entitled pursuant to this Agreement or applicable law.




          (g) The provisions of Sections 4, 5(f), 5(g), and 6, and the applicable provisions of Section
11 and any provision of the policies specified in Section 1(c) that by its terms survives the
termination of employment shall survive the termination or expiration of this Agreement for any
reason whatsoever.




     6. Confidentiality



          (a) The Executive hereby agrees that she shall not, directly or indirectly, disclose or use at
any time any trade secrets or other confidential information of any type or nature, whether
patentable or not, of the Company, its subsidiaries or affiliates now or hereafter existing,
including but not limited to: any (i) processes, formulas, trade secrets, copyrights, innovations,
inventions, discoveries, improvements, research or development and test results, specifications,
data, patents, patent applications and know-how of any type or nature; (ii) marketing plans,
business plans, strategies, forecasts, financial information, budgets, projections,



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product plans and pricing; (iii) personnel information, salary, and qualifications of
employees; (iv) agreements, customer and supplier information, including identities and product
sales forecasts; and (v) any other information of a confidential or proprietary nature
(collectively, “Confidential Information”), of which the Executive is or becomes informed or aware
during the Term or otherwise in the course of her employment by the Company, whether or not
developed by the Executive, it being agreed that for purposes of this Section 6, the term
Confidential Information shall not include information that has entered into the public domain
through no wrongful act by Executive. Upon termination or expiration of this Agreement, or at any
other time upon request of the Company, the Executive shall promptly deliver to the Company all
physical and electronic copies and other embodiments of Confidential Information and all memoranda,
notes, notebooks, records, reports, manuals, drawings, blueprints and any other documents or things
belonging to the Company, and all copies thereof, in all cases, which are in the possession or
under the control of the Executive.




          (b) The Executive hereby acknowledges and that all Confidential Information and any other
rights in connection therewith are and shall at all times remain the sole property of the Company.




     7. Creations and Inventions.



          (a) The Company shall be the sole and exclusive owner of any Inventions (as defined below),
and Executive hereby assigns to the Company any and all of her rights, title and interest in such
intellectual property free and clear of any rights of any third party. The Executive shall inform
the Company of any Invention relating to the Company’s technology, its applications components or
any intellectual property relating thereto, and shall execute any necessary assignments, patent
forms and the like and will assist in the drafting of any description or specification of the
Invention as may be required for the Company’s records and in connection with any application for
patents or other forms of legal protection that may be sought by the Company. The Executive shall
treat all information relating to any Invention as Confidential Information according to Section 6.




          (b) Without limiting the foregoing, “Inventions” shall include any and all intellectual
property, including without limitation, ideas, inventions, processes, formulas, source and object
codes, data, programs, know how, improvements, discoveries, designs, techniques, trade secrets,
patents and patents applications, copyrights, mask work and any other intellectual property rights
throughout the world, generated, produced, reduced to practice, or developed by the Executive
during or in connection with her employment by the Company.




          (c) The Company’s rights under this Section 7 shall be worldwide and shall apply to any such
Invention notwithstanding that it is perfected or reduced to specific form after the Executive has
ceased her services hereunder.




     8. Injunctive Relief. If the Executive breaches any provisions of any of Sections 4,
6 or 7, or there is a threatened breach thereof, then, in addition to any other rights which the
Company may have, the Company shall be entitled, without the posting of a bond or other security,
to injunctive relief to enforce the restrictions contained therein and for reimbursement for the
costs and attorney’s fees incurred by the Company in enforcing its rights thereunder. The



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Executive agrees and acknowledges that her compensation under this Agreement are being paid,
for among other reasons, as consideration for the undertakings set forth in each of Sections 4, 6
or 7. If an actual proceeding is brought in equity to enforce the provisions of any of Sections 4,
6 or 7, the 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 which may be available.



     9. Notices. Any and all notices and other communications in connection with this
Agreement shall be in writing, addressed to the parties as follows:




			
	(a)	 	if to the Company:






			
		 	Protalix BioTherapeutics, Inc.

2 Snunit Street

POB 455

Carmiel 20100, Israel

Attn: CEO or CFO






			
	(b)	 	if to the Executive:






			
		 	Sandra Lauterbach

The address on file with the records of the Company




All notices shall be given by registered mail (postage prepaid), by facsimile or email or otherwise
delivered by hand or by messenger to the Parties’ respective addresses as above or such other
address as may be designated by notice. Any notice sent in accordance with this Section 9 shall be
deemed received upon the earlier of: (i) if sent by facsimile or email, upon transmission and
electronic confirmation of transmission or, if transmitted and received on a non-business day, on
the first business day following transmission and electronic confirmation of transmission; (ii) if
sent by registered mail, upon three days of mailing; (iii) if sent by messenger, upon delivery;
(iv) the actual receipt thereof. Addresses may be changed by written notice sent to the other
party at the last recorded address of that party.




     10. Withholding. The Company shall be entitled to withhold all federal, state or
local withholding or other taxes from payments due under this Agreement.



     11. Miscellaneous.



          (a) Governing Law. This Agreement shall be interpreted, construed, governed and
enforced according to the laws of the State of New York without regard to the application of choice
of law rules of such State. Any dispute arising out of or relating to this Agreement shall be
exclusively resolved in the Courts of the State of New York.




          (b) Amendments. No amendment or modification of the terms or conditions of this
Agreement shall be valid unless in writing and signed by the parties hereto.




          (c) Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any part of this Agreement is determined to be



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invalid, illegal or unenforceable, such determination shall not affect the validity, legality
or enforceability of any other part of this Agreement; and the remaining parts shall be enforced as
if such invalid, illegal, or unenforceable part were not contained herein; provided,
however, that in such event this Agreement shall be interpreted so as to give effect, to
the greatest extent consistent with and permitted by applicable law, to the meaning and intention
of the excluded provision as determined by such court of competent jurisdiction.




          (d) Successors and Assigns. Neither this Agreement nor any of the Executive’s rights,
privileges, or obligations set forth in, arising under, or created by this Agreement may be
assigned or transferred by the Executive without the prior consent in writing of the Company. The
Company shall be entitled to assign its rights and obligations hereunder to any entity acquiring a
material part of its assets or to a subsidiary, affiliate or parent company thereof.




          (e) Remedies Cumulative; No Waiver. No remedy conferred upon either party by this
Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to any other remedy given hereunder or now or hereafter
existing at law or in equity. No delay or omission by either party in exercising any right, remedy
or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any
such right, remedy or power may be exercised by such party from time to time and as often as may be
deemed expedient or necessary by such party in such party’s sole discretion.




          (f) Waivers. The observance of any term of this Agreement may be waived (either
prospectively or retroactively and either generally or in a particular instance) only with the
written consent of the Party against which/whom such waiver is sought. No waiver by either Party
at any time to act with respect to any breach or default by the other Party of, or compliance with,
any condition or provision of this Agreement to be performed by such other Party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time.




          (g) Entire Agreement. This Agreement constitutes the entire agreement between the
Parties with respect to the subject matters hereof and cancels and supersedes all prior agreements,
understandings and arrangements, oral or written, between the Parties with respect to such subject
matters.




          (h) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall constitute one
document.




          (i) Headings; Interpretation. Section and Subsection headings contained herein are
for reference and convenience purposes only and shall not in any way be used for the interpretation
of this Agreement.




     12. No Contract of Employment. Nothing contained in this Agreement will be construed
as a right of the Executive to be continued in the employment of the Company, or as a limitation of
the right of the Company to discharge the Executive with or without Cause.



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     13. Executive Acknowledgement. The Executive hereby acknowledges that she has read
and understands the provisions of this Agreement, that she has been given the opportunity for her
legal counsel to review this Agreement, that the provisions of this Agreement are reasonable and
that she has received a copy of this Agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be executed as
of the date first above written.



	 	 	 	 	 
	 	PROTALIX BIOTHERAPEUTICS, INC.

 	 
	 	By:  	/s/ David Aviezer
 	 
	 	 	Name:  	David Aviezer, Ph.D 	 
	 	 	Title:  	CEO 	 
	 
	 	 	 
	 	  	               /s/ Sandra Lauterbach
 	 
	 	 	Name:  	Sandra Lauterbach