EXHIBIT 10.1


 


EXIT AGREEMENT FOR M. KAREN LEVIN


 


It is hereby resolved
that:


 


In appreciation of the 37
years of M. Karen Levin’s service to Spherix Incorporated (the “Company” or “Spherix”),
and in anticipation of her retirement from the Company, the following awards
are hereby made to her by Spherix:


 


1.                                       Mrs. Levin
will retire as an employee of Spherix as of January 4, 2006.


 


2.                                       Mrs. Levin
will be provided lifetime payments of $12,500 each quarter following her
retirement from the Company.


 


3.                                       Mrs. Levin’s
Consulting Agreement is hereby restated in the form attached
(Attachment 1).  It limits her
post-retirement consultation to any Company requests that may be issued to her
from time to time.  No minimum amount of
consulting time is required. For any consulting time so requested and provided,
Mrs. Levin will be compensated at the rate of $1,000 per day, subject to
the Federal CPI, plus related expenses.


 


4.                                       Mrs. Levin
will be provided suitable office space at Spherix headquarters, and at the
leased BioSpherix Division location, at no cost to her for a period of three (3) years
after her retirement from Spherix.


 


5.                                       Mrs. Levin
will be allowed free use of her computer Internet hook-up to Spherix for a
period of three (3) years after her retirement from Spherix.


 


6.                                       The
Company will defend Mrs. Levin from all lawsuits filed against her
resulting from legitimate actions taken by her on behalf of the Company.


 


7.                                       The
Company confirms its Resolution of February 19, 1998 (Attachment 2),
concerning long-term care insurance and health insurance for Mrs. Levin
and her husband, Dr. Levin.


 


8.                                       This
Resolution and the consulting agreement and Resolution hereto attached,
supersede and replace all previous agreements concerning Spherix’s obligations
to Mrs. Levin following the termination of her employment.  Specifically, the Consulting Agreement dated
as of February 11, 1993 and the Amended And Restated Supplemental
Executive Retirement Plan Agreement dated as of May 15, 2002 are hereby
terminated.


 


This Resolution was approved
by a majority vote, with Mrs. Levin, Dr. Levin, and Mr. Levin
abstaining from the vote, on November 16, 2005.


 


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ATTACHMENT 1


 


RESTATED CONSULTING AGREEMENT BETWEEN


SPHERIX INCORPORATED AND M. KAREN
LEVIN


 


THIS
RESTATED CONSULTING AGREEMENT is made and entered into this 29th day of
November, 2005, between SPHERIX INCORPORATED, a corporation organized under the
laws of the State of Delaware (hereinafter referred to as the “Corporation”),
and M. Karen Levin (hereinafter referred to as the “Employee”).


 


RECITALS


 


WHEREAS,
the Employee is presently a Vice President of the Corporation;  and


 


WHEREAS,
during the period of the Employee’s employment the Corporation has greatly
enhanced its activities and prestige largely as a result of the activities by
the Employee on behalf of the Corporation; 
and


 


WHEREAS,
the Corporation recognizes that the Employee’s association with the Corporation
has created goodwill of unique value to it, and it therefore desires to retain
the services of the Employee and prevent them from being availed of by its
competitors;  and


 


WHEREAS,
the Corporation desires to retain the services of the Employee as a consultant
upon her retirement from the Corporation for her technical expertise and
management know how;  and


 


WHEREAS,
the Employee desires to perform such services, upon the terms and conditions
hereinafter set forth;


 


NOW
THEREFORE, in consideration of the mutual promises and covenants herein set
forth and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Corporation and the Employee do hereby agree, each with the
other, as follows:


 


1.                                       Retirement.  As used herein, the term “retirement” shall
mean the date at which the Employee ceases to be an employee of the
Corporation, which date shall be January 4, 2006.  By the


 


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execution and delivery of
this Agreement, the Employee resigns as an employee and officer as of January 4,
2006.


 


2.                                       Consultation
Services.


 


(a)                                  Upon
retirement, the Employee agrees to make herself available to the Corporation as
an independent contractor should the Company, from time to time, so
desire.  The Corporation agrees to engage
the Consultant as such upon the terms and conditions hereinafter set forth.


 


(b)                                 The
Employee agrees to render services as a general advisor and consultant to
management on a part-time, as needed basis, as may be requested by the
Corporation at a mutually convenient time. 
It is agreed that such services shall not require the Employee to be
active in the day-to-day operations of the Corporation.


 


(c)                                  The
term during which the Employee shall be required to perform consulting services
on a part-time, as needed basis, shall be limited to any Company requests that
may be issued to her from time to time. 
There will be no minimum amount of consulting time required.  Any such consulting time provided by the
Employee will be compensated at the rate of $1,000 per day, such rate to be
changed annually to reflect the CPI as announced by the Federal
Government.  The Corporation will
reimburse the Employee for all ordinary and necessary expenses incurred by the
Employee in connection with the Agreement, including, but not limited to, all
travel expenses.  Travel reimbursement
shall be made in accordance with the Corporation’s travel policy then in
effect.  If any such expenses are paid by
the Employee in the first instance, the Corporation will reimburse her upon
submission of receipts.


 


3.                                       Non-Competition.


 


(a)                                  During
a period of three (3) years following retirement, the Employee will not,
directly or indirectly, either individually or as owner, partner, agent,
employee, consultant or otherwise, engage in any activity competitive with the
business of the Corporation or its affiliates,


 


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nor
will she, in competition with the Corporation or its affiliates, solicit or
otherwise attempt to establish for herself or any other person, firm or entity,
any business relationships with any person, firm or corporation which was, at
any time during the employment period of the Employee with the Corporation, a
customer of the Corporation or one of its affiliates.  Any violation of this provision shall be
grounds for termination by the Corporation of this Agreement.


 


(b)                                 Nothing
in this paragraph 3 shall be construed to prevent the Employee from owning, as
an investment, not more than one percent (1%) of a class of equity securities
issued by any competitor of the Corporation or its affiliates and publicly
traded and registered under Section 12 of the Securities Exchange Act of
1934.


 


4.                                       Trade
Secrets.    The Employee will keep
confidential any trade secrets or confidential or proprietary information of
the Corporation and its affiliates which are now known to her or which
hereafter may become known to her as a result of her employment or association
with the Corporation and shall not at any time directly or indirectly disclose
any such information to any person, firm or corporation, or use the same in any
way other than in connection with the business of the Corporation or its
affiliates at all times during retirement. 
For purposes of this Agreement, “trade secrets or confidential or
proprietary information” means information unique to the Corporation or any of
its affiliates which has a significant business purpose and is not known or
generally available from sources outside the Corporation or any of its
affiliates or typical of industry practice. 
Any violation of this provision shall be grounds for termination by the
Corporation of this Agreement.


 


5.                                       Corporation’s
Remedies for Breach.    It is
recognized that damages in this event of breach of paragraphs 3 or 4 by the
Employee would be difficult, if not impossible, to ascertain.  In the event of breach of paragraphs 3 or 4,
the Corporation shall have the right to an injunction or other equitable relief
in any court of competent jurisdiction, enjoining any such breach, and the
Employee hereby waives any and all defense she may have on the grounds of lack
of jurisdiction or competence of the court to grant such an injunction or other
equitable relief.  The existence of this
right shall not preclude any other rights and remedies at law or in equity
which the Corporation may have.


 


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6.                                       Death
or Disability.    If the Employee
becomes ill or disabled so that, in the sole determination of the Corporation,
she is thereby rendered incapable of performing her duties as required herein,
this Agreement shall be terminated.  If
the Board of Directors of the Corporation finds that the Employee is unable to
care for her affairs, any payment due (unless prior claim therefore shall have
been made by a duly appointed guardian, committee, or other legal representative)
may be paid to the spouse, child, or any person deemed by the Board to have
incurred expenses for the Employee, in such manner and proportions as the Board
may determine.  Any such distribution of
the full payment due shall be a complete discharge of the liabilities of the
Corporation under this Agreement.


 


If the
Employee dies, any payment due the Employee shall be made to such persons as the
Employee shall designate in writing before her death, or upon failure to make
such designation, then to the Employee’s surviving spouse, or if none, to
whomsoever she shall appoint by will.


 


7.                                       Assignment.    The rights and obligations of the
Corporation under this Agreement shall inure to the benefit of and shall be
binding upon the successors of the Corporation. 
This Agreement is personal to the Employee and may not be assigned by
her;  further, this Agreement may not be
assigned by the Corporation except in connection with due assignment/transfer
of substantially all of its assets.  In
particular, the right of the Employee to receive payments for consulting
services shall not be subject to any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge;  and any attempt to so anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge the same shall be void.


 


8.                                       Merger
of Consolidation.    Notwithstanding
any provisions in this Agreement to the contrary, in the event of a merger,
consolidation, or reorganization of the Corporation (whether the Corporation is
the continuing or disappearing entity), the Corporation shall advise the
successor organization of the terms of this Agreement.  In any event, however, this Agreement shall
be binding upon the organization that is the successor to the Corporation and
the successor shall remain liable subsequent to the consolidation or merger in
the same manner as immediately prior thereto.


 


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9.                                       Prohibition
Against Funding.    The Corporation’s
obligation to pay benefits under this Agreement is only a contractual
obligation and nothing herein shall be deemed to require the Corporation to
segregate assets or otherwise fund this obligation.  Further, nothing contained in this Agreement
and no action taken pursuant to the provisions of this Agreement shall create
or be construed to create a trust of any kind or a fiduciary relationship
between the Corporation and the Employee or any other person.


 


10.                                 Legal
Costs.    If the Corporation is
determined by a court of competent jurisdiction to have failed to pay or
provide for payment of any amounts required to be paid or provided for
hereunder at any time, the Corporation agrees to pay the reasonable fees and
expenses of independent counsel for the Employee in advising her or in bringing
any proceedings, or in defending any proceedings, involving the Employee’s
rights under this Agreement.  The
Employee shall also be entitled to the prime rate of interest, as published in
the daily Wall Street Journal, on such fees/expenses from the date of
payment of such fees/expenses by the Employee until reimbursed by the
Corporation, as well as on any other payments under this Agreement that are
paid from and after the date such payments should have been made by the
Corporation hereunder.


 


11.                                 Waiver.
   A waiver of any breach of this
Agreement shall not be a waiver of any subsequent, similar or dissimilar,
breach of any provision thereof.


 


12.                                 Notices.    Any notice required or permitted to be
given hereunder shall be in writing and given personally or by registered or
certified mail, return receipt requested, addressed, in the case of notice to
the Employee, at her then principal residence according to the records of the
Corporation, or in the case of notice to the Corporation, to it at its then
principal offices.  Any notice by such
mail shall be deemed to have been given when mailed.


 


13.                                 Agreement.    This Agreement may not be changed,
modified, or discharged orally, but only by an instrument in writing signed by
the parties.  This Agreement shall be
governed by the laws of the State of Maryland and the invalidity or lack of
enforceability of any provisions hereof shall in no way affect the validity or
enforceability of any other provisions.


 


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IN
WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on
its behalf and it corporate seal to be hereunto affixed by its duly appointed
officers, and the Employee has set her hand to this Agreement under seal, all
as of the date first above written.


 


	
   

  	
  SPHERIX
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
  SEAL

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Katherine M.
  Brailer, Secretary

  	
  Richard C. Levin, President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
  (SEAL)

  	
   

  
	
   

  	
  M. Karen Levin

  
	
   

  	
   

  
							



 


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ATTACHMENT 2


 


From the February 19,
1998 Board Minutes:


 


“The following resolution
was moved and seconded:  Biospherics will
fund long-term, continuous lifetime long-term care and healthcare policies paid
for by the Company for Gilbert and Karen Levin for their many years of service.  This is to be amended to Dr. Levin’s
employment contract.”


 


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