**Exhibit 10.45****EXECUTIVE EMPLOYMENT AGREEMENT**     **THIS EXECUTIVE EMPLOYMENT AGREEMENT**(“Agreement”) is made and entered into as of the10th day of November, 2006 (“Effective Date”) by and between MARTEK BIOSCIENCESCORPORATION (“Company,” which term shall include all subsidiaries of the Company as the context mayrequire), a Delaware corporation, and David M. Abramson (“Executive”).**RECITALS**     **WHEREAS**, the Company desires to employ the Executive and the Executive desires to be employedin accordance with the terms of this Agreement.     **WHEREAS**, the Company and the Executive have previously entered into a Proprietary Information,Inventions, and Non-Solicitation Agreement dated October 3, 2003; and     **WHEREAS**, both the Company and the Executive believe it to be in their mutual interest tocancel and supersede the aforementioned Proprietary Information, Inventions, and Non-SolicitationAgreement**.****TERMS**     **NOW, THEREFORE**, in consideration of the mutual promises and agreements set forth below, theCompany and the Executive hereby agree as follows:     **1. ****Term of Employment.** The Company agrees to employ the Executive and the Executiveagrees to accept such employment for an initial term of three (3) years (the “Initial Term”), suchTerm commencing on the Effective Date and ending on the date that is the third anniversary of theEffective Date. The term of employment shall be automatically extended for an additionalconsecutive 1-year period (an “Extended Term”) on the third anniversary of the Effective Date andon each subsequent anniversary of the Effective Date, unless and until the Company or the Executiveprovides written notice to the other party in accordance with Section 13 hereof not less than 60days before such anniversary date that such party is electing not to extend the Initial Term or theExtended Term, as the case may be (“Non-Renewal”), in which case the term of employment hereundershall end as of the end of such Initial Term or Extended Term, as the case may be. The InitialTerm and any Extended Term(s) are collectively referred to herein as the “Term.” Notwithstandingany other provision of this Agreement, the Executive’s employment, and the Term, may be terminatedat any time pursuant to Section 6 hereof. Portions of this Agreement that by their terms provideor imply that they survive the end of the Term, including but not limited to Sections 9, 10, and11, shall survive the end of the Term.     **2. ****Duties and Responsibilities.**          2.1. During the Term, the Executive shall be employed as the Company’s President. TheExecutive shall have such duties, responsibilities, and authority as are
 

 
customarily required of employees in the Executive’s position and such other duties andresponsibilities commensurate with such position as the Company may assign to the Executive fromtime to time.          2.2. During the Term, the Executive shall devote his entire business time, attention andenergies to the business and interests of the Company.          2.3. The Executive agrees that he is subject to and will comply with the policies andprocedures of the Company, including but not limited to the Company’s Code of Ethics for Directors,Officers and Employees and policies concerning confidential information, as such policies andprocedures may be modified, added to or eliminated from time to time at the sole discretion of theCompany, except to the extent any such policy or procedure conflicts with the express terms of thisAgreement, in which case the terms of this Agreement shall control.          2.4. The Executive’s principal place of employment will be Columbia, Maryland or at such otherplace as may be mutually determined by the Executive and the Company; provided, however, that theExecutive will travel to such other locations as may be reasonably necessary and/or required by theCompany in its sole discretion in order to discharge his duties.     **3. ****Outside Activities.** Except with the prior written consent of the Company’s Boardof Directors, the Executive will not, while employed by the Company, undertake or engage in anyother employment, occupation or business enterprise, other than activities in which the Executiveis a passive investor. The Executive may serve on outside boards of directors for both for profitand non-profit entities so long as (i) such service does not create a conflict of interest betweenthe Executive and the Company, (ii) such service will not interfere with the Executive’s duties asset forth in this Agreement, and (iii) if the Executive was not already serving on such board onthe Effective Date, he receives advance written permission from the Company’s Chief ExecutiveOfficer. The Executive may engage in voluntary community activities without written permissionfrom the Company, so long as such service (i) does not create a conflict of interest between theExecutive and the Company, and (ii) will not interfere with the Executive’s duties as set forth inthis Agreement.     **4. ****Compensation and Benefits.**          4.1. The Executive shall be paid an annual base salary (a “Base Salary”) of Three HundredSeventy Thousand Dollars ($370,000), payable in accordance with the Company’s normal payrollpractices and schedule. The Executive’s Base Salary shall be reviewed annually, with the grantingof any increases subject to the sole discretion of the Company. All payments provided for in thisAgreement shall be subject to the deduction of payroll taxes and other withholdings and assessmentsas required by law or agreed to by the Executive.          4.2. The Executive is entitled to participate in the benefit programs offered by the Companyto employees holding similar positions as the Executive, provided the Executive meets theeligibility criteria for such programs. Such benefit programs currently include: health,
2

 
disability, 401(k), life insurance and the Company’s Management Cash Bonus Incentive Program.These benefit programs may be modified or eliminated at any time in the Company’s sole discretion.The Executive shall be entitled to participate in the Company’s leave, holiday and vacationprograms in accordance with the terms of such programs as they may be modified from time to time.The Executive shall be reimbursed for reasonable business expenses in accordance with the Company’sexpense reimbursement procedures upon production of sufficient documentation.          4.3. The Executive shall be eligible to participate in the Company’s stock option and otherincentive compensation plans in the sole discretion of the Company’s Board of Directors and inaccordance with applicable plans or policies.     **5. ****Representations Regarding Former Employment.**          5.1. The Executive represents that his performance of all the terms of this Agreement and theperformance of his duties for the Company does not and will not breach any agreement or obligationof any kind made prior to his employment by the Company, including agreements or obligations he mayhave with prior employers or entities for which he has provided services. The Executive has notentered into, and agrees he will not enter into, any agreement or obligation either written or oralin conflict herewith.          5.2. If, despite the fact that the Executive has made representations in Section 5.1 that hedoes not have any other agreements that would conflict with his employment herein, the Executiveshould find that confidential information belonging to any former employer or any other entitymight be usable in connection with the Company’s business, the Executive will not disclose to theCompany or use on behalf of the Company any confidential information belonging to any of theExecutive’s former employers (except in accordance with agreements between the Company and any suchformer employer); but during the Executive’s employment by the Company he will use in theperformance of his duties all information which is generally known and used by persons withtraining and experience comparable to his own and all information which is common knowledge in theindustry or otherwise legally in the public domain.     **6. ****Termination of Employment and Severance.** The Executive’s employment with theCompany will terminate on the last day of the Initial Term or any Extended Term, as the case maybe, upon Non-Renewal by either party. The parties further acknowledge that the Executive’semployment with the Company may be terminated at any time prior in accordance with this Section 6and that upon such termination the Executive shall be entitled to (1) accrued but unpaid salary andaccrued but unused vacation in accordance with the policy of the Company and (2) any vested stockoptions or other vested equity-based compensation previously granted but only in accordance withand subject to the terms of any agreements relating thereto executed by the Executive and theCompany. Otherwise, the Executive shall be entitled to no compensation or benefits except as setforth in this Section 6.
3

 
          6.1. Termination Without Cause or for Good Reason. The Company shall have the rightto terminate the Executive’s employment with the Company at any time on thirty (30) days’ writtennotice without Cause (as “Cause” is defined in Section 6.2), and the Executive may terminate hisemployment at any time for Good Reason (as “Good Reason” is defined in Section 6.3). In the eventthe Executive’s employment is terminated without Cause or for Good Reason, the Company shall paythe Executive in a lump-sum a severance payment equal to twelve (12) months of his then-existingBase Salary and, in the event the Executive is eligible under a bonus plan for a bonus for the yearof work in which his employment is terminated, an additional payment equivalent to the proratedportion (the number of business days that the Executive was employed during the year divided by235) of the Executive’s target bonus for that year (for purposes of this Agreement “target bonus”shall mean either (i) any specific target bonus that may have been established for the Executive or(ii) if no specific target bonus has been established, a percentage of the Executive’s base salaryequal to the maximum Potential Bonus Percentage established by the Compensation Committee of theBoard for that year’s management bonus pool) (collectively, “Severance Pay”). The Company shallalso reimburse the Executive for premiums he pays for health and dental insurance under COBRA, forthe same level of coverage that the Executive maintained at the time of his termination, for aperiod of up to twelve (12) months, provided the Executive elects COBRA coverage (the “COBRABenefit”). The Company’s reimbursement obligation is conditioned on the Executive’s providingwritten verification of his premium payments to the Company, and the reimbursement obligation willend immediately if the Executive is eligible to obtain health care insurance from any otheremployer during the payment period.          6.2. Termination For Cause. The Company shall have the right to terminate theExecutive’s employment with the Company at any time without notice for Cause. “Cause” fortermination shall be deemed to exist if any of the following circumstances exist in the reasonablejudgment of the Company: (i) the Executive has committed or engaged in intentional misconduct orgross negligence in the exercise of his duties under this Agreement; (ii) the Executive hascommitted theft, forgery, fraud, misappropriation, embezzlement, or any other act of materialmisconduct against the Company or any of its affiliates; (iii) the Executive has violated anyfiduciary duty owed to the Company; (iv) the Executive is convicted of, or enters a guilty plea orplea of no contest to a felony or any other crime involving moral turpitude; (v) the Executive isunable to competently perform his duties under this Agreement because of his substantial dependenceon alcohol or any controlled substance; (vi) the Executive has engaged in any act (including, butnot limited to, unlawful discriminatory conduct) that results in substantial injury to thereputation, business or business relationships of the Company or that, in each case, has subjected,or if generally known would subject, the Company to public ridicule or embarrassment; (vii) theExecutive has violated a material provision of this Agreement and has failed to cure such breachwithin ten (10) days of receiving written notice thereof, except that any breach by the Executiveof Sections 6.2(i)-(vi) or (viii) shall constitute Cause for termination even in the absence ofsuch written notice; or (viii) the Executive has failed to adequately perform the material dutiesof his position after having received thirty (30) days written notice specifying the reasons whyhis performance is inadequate and has not cured, to the satisfaction of the Board of Directors, theinadequate performance within such 30 days. In the event the Executive’s employment is terminatedat any time for Cause, the Executive will not receive any
4

 
Severance Pay, the COBRA Benefit, or any other such compensation or benefits, except for accruedbut unpaid salary and accrued but unused vacation in accordance with the policy of the Company.          6.3. Definition of Good Reason. “Good Reason” shall be deemed to exist if (i) withoutthe Executive’s consent the Company effects a material reduction in the nature or scope of theExecutive’s duties below those customarily performed by the Executive; (ii) the Company violates amaterial provision of this Agreement; (iii) without the Executive’s consent the Company reduces theExecutive’s Base Salary; (iv) the Company becomes a division or subsidiary of another entity andthe Executive’s duties are on behalf of the divisional or subsidiary entity rather than the parent;or (v) the Company relocates its principal office to a location more than fifty (50) miles from itscurrent location at 6480 Dobbin Road, Columbia, Maryland (twenty-five (25) miles if Good Reason isbeing determined for purposes of Section 6.6 below). Good Reason shall not exist unless and untilthe Executive provides the Company written notice of the acts alleged to constitute Good Reason andthe Company has failed to cure those acts within thirty (30) days of receipt of such notice.          6.4. Termination Without Good Reason. The Executive may voluntarily terminate hisemployment with the Company at any time without Good Reason by providing sixty (60) days’ writtennotice of his intent to do so. In the event the Executive voluntarily terminates his employmentwithout Good Reason, he will not receive any Severance Pay, the COBRA Benefit, or any other suchcompensation or benefits, except for accrued but unpaid salary and accrued but unused vacation inaccordance with the policy of the Company.          6.5. Termination upon Death or Disability. The Executive’s employment shall terminateautomatically upon the Executive’s death during the Employment Period. If the Executive becomesDisabled during the Employment Period, the Company may give him written notice in accordance withthis Agreement of its intention to terminate the Executive’s employment. In such event, theExecutive’s employment with the Company shall terminate effective on the 30th day after receipt ofsuch notice by the Executive (the “Disability Effective Date”), provided that, within the 30 daysafter such receipt, the Executive shall not have returned to full-time performance of theExecutive’s duties. For purposes of this Agreement, “Disabled” shall mean the absence of theExecutive from the Executive’s duties with the Company on a full-time basis for 180 consecutivebusiness days as a result of accident or incapacity due to mental or physical illness. Until theDisability Effective Date, the Executive shall be entitled to salary, bonus and other benefits tothe extent provided for hereunder.          6.6. Termination following a Change in Control. In the event that the Executive isterminated without Cause or the Executive terminates his employment for Good Reason within twelve(12) months following a Change in Control as defined in Section 6.7, the Company shall, in lieu ofthe Severance Pay and the COBRA Benefit set forth in Section 6.1, pay the Executive in a lump-sum aseverance payment equal to (i) twenty-four (24) months of his then-existing Base Salary and (ii),in the event the Executive is eligible for a bonus under a bonus plan for the year of work in whichhis employment is terminated, an additional payment equivalent to 100% of the Executive’s “targetbonus” for that year (as defined in Section 6.1
5

 
above), without proration, provided that if the Executive did not participate in an executiveannual bonus plan in the year prior to termination because the Executive was recently hired, theadditional payment under clause (ii) above shall be a percentage of the Executive’s then-existingBase Salary equal to the percentage of the executive bonus pool actually paid in the prior year tothen-serving executives. The Company shall also reimburse the Executive for premiums he pays forhealth and dental insurance under COBRA, for the same level of coverage that the Executivemaintained at the time of his termination, for a period of up to eighteen (18) months, provided theExecutive elects COBRA coverage. The Company’s reimbursement obligation is conditioned on theExecutive’s providing written verification of his premium payments to the Company, and thereimbursement obligation will end immediately if the Executive is eligible to obtain health careinsurance from any other employer during the payment period.          6.7. Definition of Change in Control. For the purpose of this Agreement, a “Change ofControl” shall mean:               (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d) (2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the ExchangeAct) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the“Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstandingvoting securities of the Company entitled to vote generally in the election of directors (the“Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection(a), the following acquisitions shall not constitute a Change of Control: (i) any acquisitiondirectly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained by the Company or any corporationcontrolled by the Company or (iv) any acquisition by any corporation pursuant to a transactionwhich complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 6.7; or               (b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)cease for any reason to constitute at least a majority of the Board; provided, however, that anyindividual becoming a director subsequent to the Effective Date whose election, or nomination forelection by the Company’s shareholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as though such individual were amember of the Incumbent Board, but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of an actual or threatened election contest with respect tothe election or removal of directors or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board; or               (c) Consummation of a reorganization, merger or consolidation or sale or other disposition ofall or substantially all of the assets of the Company (a “Business Combination”), in each case,unless, following such Business Combination, (i) all or substantially all of the individuals andentities who were the beneficial owners, respectively, of the Outstanding Company Common Stock andOutstanding Company Voting Securities immediately prior to such Business Combination beneficiallyown, directly or indirectly, more than 50% of, respectively, the then outstanding shares of commonstock and the combined voting
6

 
power of the then outstanding voting securities entitled to vote generally in the election ofdirectors, as the case may be, of the corporation resulting from such Business Combination(including, without limitation, a corporation which as a result of such transaction owns theCompany or all or substantially all of the Company’s assets either directly or through one or moresubsidiaries) in substantially the same proportions as their ownership, immediately prior to suchBusiness Combination of the Outstanding Company Common Stock and Outstanding Company VotingSecurities, as the case may be, (ii) no Person (excluding any corporation resulting from suchBusiness Combination or any employee benefit plan (or related trust) of the Company or suchcorporation resulting from such Business Combination) beneficially owns, directly or indirectly,20% or more of, respectively, the then outstanding shares of common stock of the corporationresulting from such Business Combination or the combined voting power of the then outstandingvoting securities of such corporation except to the extent that such ownership existed prior to theBusiness Combination and (iii) at least a majority of the members of the board of directors of thecorporation resulting from such Business Combination were members of the Incumbent Board at thetime of the execution of the initial agreement, or of the action of the Board, providing for suchBusiness Combination; or               (d) Approval by the shareholders of the Company of a complete liquidation or dissolution ofthe Company.          6.8. Payment in Lieu of Notice. Any time that notice of termination is required byany party under this Agreement, the Company may, in its sole discretion and at its option, relievethe Executive of his duties immediately and pay the Executive his regular base salary during thenotice period.          6.9. Outplacement Services. In the event that the Executive’s employment isterminated for any reason other than those set forth in Sections 6.2, 6.4, or 6.5, the Company willreimburse the Executive for payments made by the Executive for executive outplacement services forup to twelve (12) months under a program approved by the Company in the exercise of its reasonablediscretion.          6.10. Non-Renewal. In the event of a Non-Renewal by the Company, the Executive willnot be entitled to any compensation or benefits under this Agreement except as follows:               (a) If the Non-Renewal by the Company results in the Executive’s employment ending withintwelve (12) months following a Change in Control, the Company shall provide the Executive thepayments and benefits set forth in Section 6.6 (subject to the terms and conditions therein).               (b) If the Non-Renewal by the Company results in the Executive’s employment ending at anyother time, the Company shall provide the Executive (i) in a lump-sum a severance payment equal totwelve (12) months of his then-existing Base Salary; (ii) in the event the Executive is eligiblefor a bonus under a bonus plan for the year of work in which his employment is terminated, anadditional payment equivalent to the prorated portion (the number of business days that theExecutive was employed during the year divided by 235) of the
7

 
Executive’s “target bonus” for that year; and (iii) the COBRA Benefit (as that term is defined inSection 6.1 and subject to the same terms and conditions as set forth in Section 6.1).          6.11 Requirement of a General Release. The Company shall not be obligated to providethe Severance Pay, the COBRA Benefit, or any of the other payments and benefits set forth inSections 6.1, 6.6, 6.9, or 6.10 above unless and until the Executive executes a general release ofall claims against the Company substantially in the form of one of the two releases (whichever isappropriate) attached hereto as Exhibit A and the release becomes effective.          6.12. Section 409A. Notwithstanding anything to the contrary contained herein, in theevent that the Company determines that one or more payments under this Section 6, if payable, aresubject to Section 409A of the Code: (i) such payment(s) under this Section 6 shall not commenceuntil six (6) months after the Executive’s last day of employment (or, if earlier, the dateExecutive dies) to the extent necessary to avoid the imposition of the excise tax under Section409A of the Code, and (ii) the Company may unilaterally amend this Agreement to the minimum extentnecessary to avoid the imposition of the excise tax under Section 409A of the Code.     **7. ****Certain Additional Payment Contingencies.**          7.1. Notwithstanding anything in this Agreement to the contrary and except as set forth below,in the event it shall be determined that any payment or distribution by the Company to or for thebenefit of the Executive (whether paid or payable or distributed or distributable pursuant to theterms of this Agreement or otherwise, but determined without regard to any additional paymentsrequired under this Section) (a “Payment”) would be subject to the excise tax imposed by Section4999 of the Code or any interest or penalties are incurred by the Executive with respect to suchexcise tax (such excise tax, together with any such interest and penalties, are hereinaftercollectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive anadditional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive ofall taxes (including any interest or penalties imposed with respect to such taxes), including,without limitation, any income taxes (and any interest and penalties imposed with respect thereto)and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoingprovisions of this Section 7.1, if it shall be determined that the Executive is entitled to aGross-Up Payment, but that the Executive, after taking into account the Payments and the Gross-UpPayment, would not receive a net after-tax benefit of at least $50,000 (taking into account bothincome taxes and any Excise Tax) as compared to the net after-tax proceeds to the Executiveresulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in theaggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not giverise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments,in the aggregate, shall be reduced to the Reduced Amount.          7.2. Subject to the provisions of Section 7.3, all determinations required to be made underthis Section 7, including whether and when a Gross-Up Payment is required and the amount of suchGross-Up Payment and the assumptions to be utilized in arriving at such
8

 
determination, shall be made by Ernst & Young LLP or such other certified public accounting firm asmay be designated by the Executive (the “Accounting Firm”) which shall provide detailed supportingcalculations both to the Company and the Executive within fifteen (15) business days of the receiptof notice from the Executive that there has been a Payment, or such earlier time as is requested bythe Company. In the event that the Accounting Firm is serving as accountant or auditor for theindividual, entity or group effecting the Change of Control, the Executive shall appoint anothernationally recognized accounting firm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expensesof the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determinedpursuant to this Section 7, shall be paid by the Company to the Executive within five days of thereceipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall bebinding upon the Company and the Executive. As a result of the uncertainty in the application ofSection 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder,it is possible that Gross-Up Payments which will not have been made by the Company should have beenmade (“Underpayment”), consistent with the calculations required to be made hereunder. In theevent that the Company exhausts its remedies pursuant to Section 7.3, and the Executive thereafteris required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount ofthe Underpayment that has occurred and any such Underpayment shall be promptly paid by the Companyto or for the benefit of the Executive.          7.3. The Executive shall notify the Company in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Company of the Gross-Up Payment.Such notification shall be given as soon as practicable but no later than ten (10) business daysafter the Executive is informed in writing of such claim and shall apprise Company of the nature ofsuch claim and the date on which such claim is requested to be paid. The Executive shall not paysuch claim prior to the expiration of the 30-day period following the date on which it gives suchnotice to the Company (or such shorter period ending on the date that any payment of taxes withrespect to such claim is due). If the Company notifies the Executive in writing prior to theexpiration of such period that it desires to contest such claim, the Executive shall:               (a) give the Company any information reasonably requested by the Company relating to suchclaim,               (b) take such action in connection with contesting such claim as the Company shall reasonablyrequest in writing from time to time, including, without limitation, accepting legal representationwith respect to such claim by an attorney reasonably selected by the Company,               (c) cooperate with the Company in good faith in order effectively to contest such claim, and               (d) permit the Company to participate in any proceedings relating to such claim;
9

 
provided, however, that the Company shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with such contest and shall indemnify andhold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (includinginterest and penalties with respect thereto) imposed as a result of such representation and paymentof costs and expenses. Without limitation on the foregoing provisions of this Section 7.3, theCompany shall control all proceedings taken in connection with such contest and, at its soleoption, may pursue or forgo any and all administrative appeals, proceedings, hearings andconferences with the taxing authority in respect of such claim and may, at its sole option, eitherdirect the Executive to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and the Executive agrees to prosecute such contest to a determination beforeany administrative tribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that if the Company directs theExecutive to pay such claim and sue for a refund, the Company shall advance the amount of suchpayment to the Executive, on an interest-free basis and shall indemnify and hold the Executiveharmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penaltieswith respect thereto) imposed with respect to such advance or with respect to any imputed incomewith respect to such advance; and further provided that any extension of the statute of limitationsrelating to payment of taxes for the taxable year of the Executive with respect to which suchcontested amount is claimed to be due is limited solely to such contested amount. Furthermore, theCompany’s control of the contest shall be limited to issues with respect to which a Gross-UpPayment would be payable hereunder and the Executive shall be entitled to settle or contest, as thecase may be, any other issue raised by the Internal Revenue Service or any other taxing authority.          7.4. If, after the receipt by the Executive of an amount advanced by the Company pursuant toSection 7.3, the Executive becomes entitled to receive any refund with respect to such claim, theExecutive shall (subject to the Company’s complying with the requirements of Section 7.3) promptlypay to the Company the amount of such refund (together with any interest paid or credited thereonafter taxes applicable thereto). If, after the receipt by the Executive of an amount advanced bythe Company pursuant to Section 7.3, a determination is made that the Executive shall not beentitled to any refund with respect to such claim and the Company does not notify the Executive inwriting of its intent to contest such denial of refund prior to the expiration of 30 days aftersuch determination, then such advance shall be forgiven and shall not be required to be repaid andthe amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid.     **8. ****Indemnification.** The Company will, to the fullest extent permitted by DelawareGeneral Corporation Law, as amended, indemnify the Executive for all liabilities and expenses thatmay be incurred in connection with the Executive’s service on behalf of the Company.     **9. ****Proprietary Information.**          9.1. Proprietary Information Defined. The term “Proprietary Information” shall meanany and all confidential and/or proprietary knowledge, data or information of the Company. By wayof illustration but not limitation, “Proprietary Information” includes (i) trade secrets,inventions, mask works, ideas, processes, formulas, source and object codes, data,
10

 
programs, other works of authorship, know-how, improvements, discoveries, developments, designs andtechniques (hereinafter collectively referred to as “Inventions”); (ii) information regarding plansfor research, development, new products or services, marketing and selling, business plans, budgetsand unpublished financial statements, licenses, prices and costs, suppliers and customers; and(iii) information regarding the skills and compensation of other employees of the Company.          9.2. Non-Disclosure. At all times during the Executive’s employment and thereafter,the Executive agrees to hold in strictest confidence and will not disclose, use, lecture upon orpublish any of the Company’s Proprietary Information, except as such disclosure, use or publicationmay be required in connection with the Executive’s work for the Company, or unless the Companyexpressly authorizes such in writing. The Executive will obtain the Company’s written approvalbefore publishing or submitting for publication any material (written, verbal, or otherwise) thatrelates to the Executive’s work at the Company and/or incorporates any Proprietary Information.The Executive hereby assigns to the Company any rights the Executive may have or acquire in suchProprietary Information and recognizes that all Proprietary Information shall be the sole propertyof the Company and its assigns. The Executive has been informed and acknowledges that theunauthorized taking of the Company’s trade secrets will constitute Cause for termination and maysubject the Executive to civil and/or criminal penalties.          9.3. Own Knowledge. Subject to the foregoing non-disclosure obligations, it isunderstood that, at all such times, the Executive is free personally to use information which isgenerally known in the trade or industry, which is not gained as result of a breach of thisAgreement, and which is gained through the Executive’s own, skill, knowledge, and experience.     **10. ****Assignment of Inventions.**          10.1. Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret,patent, copyright, mask work and other intellectual property rights or “moral rights” throughoutthe world. “Moral rights” refers to any rights to claim authorship of an Invention or to object toor prevent the modification of any Invention, or to withdraw from circulation or control thepublication or distribution of any Invention, and any similar right, existing under judicial orstatutory law of any country in the world, or under any treaty, regardless of whether or not suchright is denominated or generally referred to as a “moral right.”          10.2. Prior Inventions. Inventions, if any, patented or unpatented, which theExecutive made prior to the commencement of the Executive’s employment with the Company areexcluded from the scope of this Agreement. To preclude any possible uncertainty, the Executiveagrees to set forth on Exhibit B (Previous Inventions) attached hereto a complete list ofall Inventions that the Executive has, alone or jointly with others, conceived, developed orreduced to practice or caused to be conceived, developed or reduced to practice prior to thecommencement of the Executive’s employment with the Company, that the Executive considers to be hisproperty or the property of third parties and that the Executive wishes to have excluded from thescope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of anysuch Prior Invention would cause the Executive to violate any prior confidentiality
11

 
agreement, the Executive understands that he is not to list such Prior Inventions in ExhibitB but is only to disclose a cursory name for each such invention, a listing of the party(ies)to whom it belongs and the fact that full disclosure as to such inventions has not been made forthat reason. A space is provided on Exhibit B for such purpose. If no such disclosure isattached, the Executive represents that there are no Prior Inventions. If, in the course of theExecutive’s employment with the Company, the Executive incorporates a Prior Invention into aCompany product, process or machine, the Company is hereby granted and shall have a nonexclusive,royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multipletiers of sublicensees) to make, have made, modify, use and sell such Prior Invention.Notwithstanding the foregoing, the Executive agrees that he will not incorporate, or permit to beincorporated, Prior Inventions in any Company Inventions without the Company’s prior writtenconsent.          10.3. Assignment of Inventions. The Executive hereby assigns and agrees to assign inthe future (when any such Inventions or Proprietary Rights are first reduced to practice or firstfixed in a tangible medium, as applicable) to the Company all his right, title and interest in andto any and all Inventions (and all Proprietary Rights with respect thereto) whether or notpatentable or registrable under copyright or similar statutes, made or conceived or reduced topractice or learned by the Executive, either alone or jointly with others, during the period of hisemployment with the Company. Inventions assigned to the Company, or to a third party as directedby the Company pursuant to this Section 10, are hereinafter referred to as “Company Inventions.”          10.4. Unassigned Inventions. The Company acknowledges that this Agreement will not bedeemed to require assignment of any invention that was developed entirely on the Executive’s owntime without using the Company’s equipment, supplies, facilities, or trade secrets and neitherrelated to the Company’s actual or anticipated business, research or development, nor resulted fromwork performed by the Executive for the Company.          10.5. Government or Third Party. The Executive also agrees to assign all his right,title and interest in and to any particular Company Invention to a third party, including withoutlimitation the United States, as directed by the Company.          10.6. Works for Hire. The Executive acknowledges that all original works ofauthorship which are made by him (solely or jointly with others) within the scope of Executive’semployment and which are protectable by copyright are “works made for hire,” pursuant to UnitedStates Copyright Act (17 U.S.C., Section 101).          10.7. Enforcement of Proprietary Rights. The Executive agrees to assist the Companyin every proper way to obtain, and from time to time enforce, United States and foreign ProprietaryRights relating to Company Inventions in any and all countries. To that end the Executive agreesto execute, verify and deliver such documents and perform such other acts (including appearances asa witness) as the Company may reasonably request for use in applying for, obtaining, perfecting,evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. Inaddition, the Executive will execute, verify and deliver assignments of
12

 
such Proprietary Rights to the Company or its designee. The Executive’s obligation to assist theCompany with respect to Proprietary Rights relating to such Company Inventions in any and allcountries shall continue beyond the termination of his employment, but the Company shall compensatethe Executive at a reasonable rate after the Executive’s termination for the time actually spent bythe Executive at the Company’s request on such assistance.          10.8. Appointment of Attorney in Fact. In the event the Company is unable for anyreason, after reasonable effort, to secure the Executive’s signature on any document needed inconnection with the actions specified in this Section 10, the Executive hereby irrevocablydesignates and appoints the Company and any of its duly authorized officers and agents as his agentand attorney in fact, which appointment is coupled with an interest, to act for and in theExecutive’s behalf to execute, verify and file any such documents and to do all other lawfullypermitted acts to further the purposes of the preceding paragraph with the same legal force andeffect as if executed by the Executive. The Executive hereby waives and quitclaims to the Companyany and all claims, of any nature whatsoever, which the Executive now or may hereafter have forinfringement of any Proprietary Rights assigned hereunder to the Company.     **11. ****Restrictive Covenants.** In consideration of the Executive’s employment orcontinued employment by the Company, and the compensation now and hereafter paid to Executive, theExecutive hereby agrees to the following:          11.1. Non-Solicitation of Employees. The Executive agrees that for the period of theExecutive’s employment by the Company and for twelve (12) months after the date the Executive’semployment by the Company ends for any reason, the Executive will not, either directly or throughothers, except during the performance of his duties on behalf of the Company: (i) solicit forhire, or hire, any employee of the Company or otherwise encourage any employee of the Company toend his relationship with the Company; (ii) solicit or otherwise encourage any employee of theCompany to accept employment with any other person or business entity; or (iii) assist any otherperson or entity in carrying out any act restricted by this Section 11.1. For purposes of thisSection 11.1, an employee of the Company shall be any person who, at the time of the solicitationor encouragement prohibited by this Section, is employed by the Company or was employed by theCompany at any time within the prior six (6) months.          11.2. Business Restrictions with Customers, Contractors and Consultants. TheExecutive agrees that for the period of the Executive’s employment by the Company and for twelve(12) months after the date the Executive’s employment by the Company ends for any reason, theExecutive will not, either directly or through others, except during the performance of his dutieson behalf of the Company: (i) solicit or otherwise encourage any consultant, contractor, customeror prospective customer of the Company, with whom the Executive had business-related contact as aresult of his employment or whose identity the Executive learned as a result of his employment, todiminish or materially alter its relationship with the Company; (ii) accept or conduct competitivebusiness with any customer or prospective customer of the Company with whom the Executive hadbusiness-related contact as a result of his employment or
13

 
whose identity the Executive learned as a result of his employment; or (iii) assist any otherperson or entity in carrying out any act restricted by this Section 11.2.          11.3. Non-Competition. The Executive agrees that for the period of the Executive’semployment with the Company, and for the period of twelve (12) months after the later of the datethe Executive’s employment with the Company ends for any reason, or the date a court of competentjurisdiction enters an order enforcing this provision and finding that the Executive has breachedthis Section 11.3, the Executive will not directly or through others: (i) in any capacity similarto the capacity in which he was employed by the Company or otherwise competitive with the Company,become employed by or provide services to any other person or entity that offers products orservices competitive with the Company’s products or services within the United States or any othercountry where the Company provides or offers such products or services, or (ii) on his own behalfor on behalf of any other person or entity, compete with the Company in the sale, service,distribution or licensing of any products or services competitive with the Company’s products orservices within the United States or any other country where the Company provides or offers suchproducts or services.          11.4. Acknowledgments. The Executive acknowledges that the Company’s business isnational and international in scope, and, therefore, that the restrictions contained in thisSection 11 are reasonable in scope and necessary to protect the best interests of the Company. TheExecutive further acknowledges that in the course of his employment with the Company, he also hasduties involving the Company’s subsidiaries and affiliates, has learned or been exposed to tradesecrets and proprietary information relating to such subsidiaries and affiliates and that theobligations of this Section 11 extend to such subsidiaries and affiliates. The parties intend thatthe covenants contained herein shall be deemed to be a series of separate covenants, one for eachand every county of each state of the United States of America and the District of Columbia. Ifany of the provisions of such covenants shall be held unenforceable because of being excessivelybroad as to scope or subject, such provisions shall be modified and construed by a court ofcompetent jurisdiction by limiting and reducing it so as to be enforceable to the extent compatiblewith the applicable law as it shall then appear.          11.5. Injunctive Relief. In the event of a breach or a threatened or attempted breachof any provision of this Section 11 by the Executive, the Company shall, in addition to otherremedies available to it, be entitled to temporary and permanent injunctions to enforce theprovisions of this Section 11 without the necessity of showing any actual damages or injury andwithout posting bond or other security, which the Executive expressly waives. The Company shallfurther be entitled to an order by a court of competent jurisdiction for expedited discovery andthe Executive covenants not to raise any objection to such a request by the Company.          11.6. Notification of New Company. In the event that the Executive leaves the employof the Company, the Executive authorizes the Company to provide notice of the Executive’s rightsand obligations under this Agreement to the Executive’s subsequent employer and to any other entityor person to whom the Executive provides services.
14

 
     **12. ****Litigation Cooperation.** The Executive will cooperate with the Company, during theTerm and thereafter (including following the Executive’s termination of employment for any reason),by making himself reasonably available to testify on behalf of the Company in any action, suit, orproceeding, whether civil, criminal, administrative, or investigative, and to reasonably assist theCompany in any such action, suit, or proceeding by providing information and meeting and consultingwith the Board or its representatives or counsel, or representatives or counsel to the Company asreasonably requested. The Company will reimburse the Executive, for all expenses reasonablyincurred by him in connection with his provision of testimony or assistance (except with respect toany litigation between the Executive and the Company or any litigation in which the parties areotherwise adverse).     **13. ****Notices.** All notices and other communications hereunder shall be in writing andshall be given by hand delivery to the other party or by registered or certified mail, returnreceipt requested, postage prepaid, addressed as follows:If to the Executive:Mr. David M. AbramsonIf to the Company:Martek Biosciences Corporation