Unassociated Document


    
       

      
        Exhibit
          10.1



      
        EMPLOYMENT
          AGREEMENT

         

      

      EMPLOYMENT
        AGREEMENT, dated as of December 4, 2007, by and among Neurologix, Inc.,
        a Delaware corporation (the “Company”), and John E. Mordock (the
“Executive”).

       

      WITNESSETH
        :

       

      WHEREAS,
        the Executive is currently employed as President and Chief Executive
        Officer of the Company; and

       

      WHEREAS,
        the Company desires to continue to retain the services of the Executive,
        and the
        Executive desires to continue to be employed by the Company;

       

      NOW,
        THEREFORE, the parties hereto, in consideration of the mutual promises
        and agreements set forth herein, agree as follows:

       

      ARTICLE
        I

      EMPLOYMENT
        AND TERM

       

      Section
        1.1  Employment
        Period.  Upon the terms and subject to the conditions set
        forth in this Agreement, the Company shall employ the Executive for a period
        of
        two years commencing on the date hereof, unless such employment shall be
        earlier
        terminated pursuant to Article III hereof (the “Employment
        Period”).

       

      ARTICLE
        II

      TERMS
        AND CONDITIONS

       

      Section
        2.1  Services
        to be Rendered by the Executive;
        Compensation.  (a)  During the Employment
        Period, the Company shall employ the Executive as President and Chief Executive
        Officer.  The Executive shall perform the duties and have the
        responsibilities customarily associated with the position of President and
        Chief
        Executive Officer, and shall render such other services, and assume such
        other
        responsibilities, as may be directed by the Board of Directors (the
“Board”) of the Company.  In connection with such employment,
        the Executive shall diligently perform his services hereunder and shall devote
        substantially all of his working time (reasonable sick leave and vacations
        excepted) to his duties and responsibilities to the Company.  The
        Executive shall report to the Board.

       

      (b)           Nothing
        contained herein shall preclude the Executive from engaging in charitable
        and
        community activities, participating in industry and trade organization
        activities, managing his and his family’s personal investments and affairs or
        engaging in speaking or educational activities, provided that such engagements
        or activities shall not materially interfere with the performance of his
        duties
        and responsibilities under this Agreement.

       

      Section
        2.2  Base
        Salary.  The Company shall pay to the
        Executive a base salary (the “Base Salary”) at the rate of at least
        $250,000 per annum, payable in accordance with the Company’s regular payroll
        practices.  The Board shall review the Executive’s performance and
        peer group compensation annually and evaluate whether to increase the Base
        Salary as part of such review (the “Performance Review”).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Section
        2.3  Annual
        Bonus.  During the Employment Period, the Executive shall
        be eligible to receive an annual bonus (the “Bonus”) as may be determined by,
        and in the discretion of,  the Board pursuant to the Executive’s
        annual Performance Review.  Any such Bonus shall be payable in cash no
        later than 60 days following the end of each year for which such Performance
        Review shall have been undertaken by the Board.

       

      Section
        2.4  Benefits.  The
        Executive shall be eligible to participate in all the Company’s employee benefit
        plans, including all stock option plans or other stock-based award plans,
        on the
        same terms and conditions that govern participation by other
        employees.  The Executive shall be entitled to 20 working days of paid
        vacation during each 12-month period of the Employment
        Period.   The Company shall reimburse the Executive for all
        reasonable and necessary expenses and disbursements incurred by him for and
        on
        behalf of the Company in the performance of his duties under this Agreement,
        subject to submission of itemized reports of all such expenses and
        disbursements, together with appropriate supporting vouchers.  During
        the Employment Period, the Company shall reimburse the Executive for the
        actual
        reasonable cost of temporary housing and reasonable operating automobile
        expenses incurred by the Executive in connection with the performance of
        his
        duties under this Agreement.

       

      ARTICLE
        III

      TERMINATION

       

      Section
        3.1  Death
        or Disability.  (a)  If, during the Employment
        Period, the Executive shall die, his termination of employment shall become
        effective as of the date of his death.  If, during the Employment
        Period, the Executive shall be substantially unable to perform the duties
        required of him pursuant to the provisions of this Agreement due to any physical
        or mental disability which is in existence for a period of 45 consecutive
        days
        or an aggregate of 90 days in any 12 consecutive month period, the Company
        shall
        have the right to terminate the Executive’s employment pursuant to this
        Agreement by giving not less than 30 days’ written notice to the Executive, at
        the end of which time the Executive’s employment hereunder shall be
        terminated.  The Executive shall retain his status and continue to
        receive his Base Salary and other benefits during the period prior to any
        termination because of a disability.  Upon request by the Company, the
        Executive shall submit to reasonable medical examination for the purpose
        of
        determining the existence, nature and extent of any such
        disability.

       

      (b)  In
        the
        event of a termination of the Executive’s employment by reason of his death or
        disability, the Company shall have no further obligations hereunder, except
        as
        follows:

       

      (i)  All
        accrued and unpaid Base Salary through the date of termination and all bonus
        or
        incentive compensation or other benefits earned and accrued by the Executive
        as
        of the date of termination, plus any vacation pay, expense reimbursements
        or
        other entitlements due to the Executive under any of the Company’s benefits
        plans or under this Agreement, shall be paid to the Executive or his estate
        or
        assigns within 30 days of the date of termination; and

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      (ii)  All
        stock
        options and other equity awards granted to the Executive shall fully vest
        on the
        date of termination, and all such stock options or awards shall thereupon
        become
        fully exercisable or payable, with such stock options to continue to be
        exercisable for one year after the date of termination, but, in no event,
        later
        than  the date of expiration of such options as specified in the
        option award letters relating thereto.

       

      Section
        3.2  For
        Cause by the Company or Without Good Reason by the
        Executive.  (a)  The Company shall have the
        right to terminate the Executive’s employment pursuant to this Agreement
        immediately upon written notice to the Executive for Cause (as hereinafter
        defined).  Notwithstanding the foregoing, the Company may not
        terminate the Executive’s employment for Cause unless (i) a determination of
        Cause shall have been made and approved by a majority of the Board and (ii)
        the
        Executive shall have been given at least 20 days written notice of the Board’s
        meeting called to make such determination.

       

      (b)  The
        Executive shall be entitled to terminate his employment pursuant to this
        Agreement without Good Reason (as hereinafter defined) upon not less than
        45
        days’ written notice to the Company.

       

      (c)  In
        the
        event of a termination of the Executive’s employment by the Company for Cause or
        by the Executive without Good Reason, the Company shall have no further
        obligations hereunder, except to make payments to the Executive of the
        compensation and other amounts specified in Section 3.1(b)(i)
        hereof  within the time period specified therein.

       

      (d)  For
        purposes hereof, “Cause” shall mean (i) the conviction of the Executive of a
        felony under state or federal law or of a misdemeanor involving theft or
        moral
        turpitude or a guilty or nolo contendere plea with respect thereto; (ii)
        the
        engagement by the Executive in conduct that shall constitute gross neglect
        or
        willful misconduct (including misappropriation or embezzlement of property
        or
        fraud) in connection with the Executive’s employment, provided that, for
        purposes of determining whether conduct shall constitute willful misconduct,
        no
        act shall be considered “willful” unless committed in bad faith or without
        reasonable belief that such act shall have been in the best interests of
        the
        Company; (iii) the material breach by the Executive of the provisions of
        this
        Agreement (including, but not limited to, the Executive’s willful failure after
        written notice by the Board to perform any of his material duties hereunder)
        and
        (iv) the violation by the Executive of any material provisions of the Company’s
        Code of Conduct and Ethics or other similar policies, from time to time in
        effect.

       

      Section
        3.3  Without
        Cause by the Company or For Good Reason by the
        Executive.   (a)  The Company shall have
        the right to terminate the Executive’s employment hereunder without Cause at any
        time upon written notice to the Executive.

       

      (b)           The
        Executive shall be entitled to terminate his employment pursuant to this
        Agreement upon 30 days’ written notice to the Company in the event of (i) a
        material reduction or material adverse change in the Executive’s title,
        employment duties or reporting responsibilities, excluding any isolated or
        inadvertent action not taken in bad faith by the Company and which shall
        be
        remedied by the Company within 10 days after receipt of notice thereof given
        by
        the Executive;  (ii) a Change in Control (as hereinafter
        defined);  or (iii) the breach by the Company of any material term of
        this Agreement (each of (i), (ii) and (iii) above being referred to herein
        as
“Good Reason”).

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      (c)           
        In the event of a termination of the Executive’s employment by the Company
        without Cause or by the Executive for Good Reason, the Company shall pay
        or
        provide for the following:

       

      (i)  The
        Company shall pay to the Executive all the compensation and other amounts
        specified in Section 3.1(b)(i) hereof within the time period specified
        therein;

       

      (ii)  All
        stock
        options and other equity awards granted to the Executive shall vest and be
        payable as of the date of termination and shall be exercisable in the manner
        and
        to the extent specified in Section 3.1(b)(ii) hereof;

       

      (iii)  The
        Company shall pay to the Executive in a lump sum in cash within 30 days after
        the date of termination an amount equal to the Executive’s Base Salary (as in
        effect immediately prior to the date of termination) which, but for termination,
        would have been paid to the Executive over a period (the “Payment
        Period”) equal to the lesser of (A) 1 year or (B) the  remaining
        term of the Employment Period; and

       

      (iv)  The
        Company shall, during the Payment Period, continue to provide, at its cost,
        to
        the Executive all the medical, life, disability and other insurance benefits
        which the Executive shall have been receiving immediately prior to the date
        of
        termination.

       

      (d)          For
        purposes hereof, “Change in Control” shall be deemed to occur upon (i)
        the sale by the Company of all or substantially all of its assets; (ii) the
        consolidation of the Company with any person or entity or the merger of the
        Company with any person or entity as a result of which the Company shall
        not be
        the surviving entity; or (iii) the acquisition by any “person” (as defined in
        Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
        (the
“Exchange Act”)), excluding for this purpose General Electric Pension Trust,
        DaimlerChrysler Corp. Master Retirement Trust, Palisade Private Partnership,
        L.P., ATEC Trust, Medtronic, Inc. or Martin J. Kaplitt, M.D., or their
        affiliates and/or assigns, of beneficial ownership (as defined in Rule 13d-3
        of
        the Exchange Act) of voting securities of the Company, whether directly or
        indirectly, representing more than 50% of the combined voting power of the
        Company’s then outstanding voting securities, provided that no Change of Control
        shall be deemed to have occurred as a result of a change in ownership percentage
        resulting solely from an issuance or issuances of equity or equity-related
        securities of the Company or from an acquisition of such securities by the
        Company.

       

      ARTICLE
        IV

      CONFIDENTIALITY
        AND IP AGREEMENT

       

      Section
        4.1  Agreement.  The
        Executive has heretofore executed a confidentiality agreement with the Company
        relating to the disclosure and use of confidential information (as defined
        therein) relating to the Company and to the protection of the Company’s trade
        secrets and other intellectual property.  The Executive hereby
        acknowledges that such agreement is in full force and effect as of this date
        hereof.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      Section
        4.2  Compliance
        with Agreement.  The Executive shall continue to comply
        with, and to observe all conditions of, the agreement described in Section
        4.1
        hereof.  Any material breach of such agreement shall be deemed, and
        shall constitute, a breach of this Agreement.

       

      ARTICLE
        V

       NON-COMPETITION
        AND NON-SOLICITATION

       

      Section
        5.1  Non-Competition
        and Non-Solicitation.   (a) During the Restricted Period
        (as hereinafter defined), the Executive shall not, anywhere in the United
        States, directly or indirectly, provide any services, with or without pay,
        own,
        manage, operate, join, control, advise, consult with, invest in, participate
        in
        or be connected as a stockholder, partner or otherwise with, any business,
        individual, partnership, firm, corporation or other entity that develops,
        designs, licenses, merchandises, manufactures or causes the manufacture of
        gene
        therapy products or treatments, including any medical or pharmaceutical products
        relating thereto.  Notwithstanding the foregoing, the Executive may
        beneficially own (as such term is defined under Section 13 of the Exchange
        Act)
        up to 5% of the shares of any company whose securities are traded on a national
        securities exchange or the NASDAQ National Market.  For purposes of
        this Section 5.1, “Restricted Period” shall mean the Employment Period
        (and giving effect to early termination) and the one-year period immediately
        thereafter.

       

      (b)          During
        the Restricted Period, the Executive shall not, for himself or on behalf
        of any
        other person or entity, or by action in concert with any other person or
        entity,
        directly or indirectly, (i) solicit, induce or encourage any person who is
        an
        employee of the Company to terminate his or her employment or other contractual
        relationship with the Company, (ii) hire any person who is an employee of
        the
        Company or who was such an employee at any time during the six-month period
        preceding such hiring or (iii) solicit, encourage or induce any person or
        entity
        known by the Executive to have a relationship with the Company to discontinue,
        terminate or cancel any such relationship or refrain from entering into any
        new
        relationship or extending any existing relationship with the
        Company.

       

      (c)          The
        Executive acknowledges that the provisions of this Article V are reasonable
        and
        that, in the event of a violation thereof, the Company’s damages would be
        difficult to ascertain and the legal remedy for such damages available to
        the
        Company would be inadequate.  Accordingly, the Executive expressly
        acknowledges and agrees that, in the event of any threatened or active breach
        of
        this Article V, the Company shall be entitled to specific enforcement of
        this
        Article V through injunctive or other equitable relief in a court with
        appropriate jurisdiction, without the need to post any bond.

       

      ARTICLE
        VI

      MISCELLANEOUS

       

      Section
        6.1  Indemnification.  The
        Executive shall be indemnified by the Company to the fullest extent permitted
        by
        law and as provided for in the Company’s certificate of incorporation, the
        Company’s by-laws or in any separate agreement between the Company and the
        Executive.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      Section
        6.2  Notices.  All
        notices and other communications provided for or permitted hereunder shall
        be
        made by hand delivery, first class mail (registered or certified mail, return
        receipt requested), telecopier or commercial courier guaranteeing next day
        delivery addressed to the Company at its principal executive offices and
        to the
        Executive at his last known address reflected in the Company’s
        records.  All such notices and communications shall be deemed to have
        been duly given at the time delivered by hand, if personally delivered; five
        business days after being deposited in the mail, postage prepaid, if mailed;
        when receipt acknowledged (verbally or electronically), if telecopied; and
        the
        next business day after timely delivery to the courier, if sent by commercial
        courier guaranteeing next day delivery.  Either party hereto may
        change its address by giving notice of such change in the manner specified
        herein.

       

      Section
        6.3  Entire
        Agreement.  This Agreement constitutes
        the entire understanding and agreement between the parties hereto with respect
        to the matters set forth herein, and supersedes all other written or oral
        agreements concerning the subject matter of this Agreement.

       

      Section
        6.4  Amendment
        and Waiver.  No term of this Agreement may be amended
        without the written consent of the parties hereto.

       

      Section
        6.5  Severability.  If
        any provision of this Agreement, or the application thereof in any
        circumstances, shall be held to be invalid, illegal or unenforceable in any
        respect for any reason, the validity, legality or enforceability of any such
        provision in every other respect and of the remaining provisions hereof shall
        not be in any way impaired or affected.

       

      Section
        6.6  Assignments.  This
        Agreement shall be binding upon and inure to the benefit of the parties hereto,
        their respective heirs, administrators, executors, personal representatives,
        successors and assigns.  This Agreement may be assigned by the Company
        to a  successor in interest if such successor shall assume and be
        bound by the terms of this Agreement.  This Agreement may not be
        assigned by the Executive.

       

      Section
        6.7  Jurisdiction
        and Governing Law. This Agreement shall be governed by and
        construed and enforced in accordance with the laws of the State of New
        York.  For all conflicts arising out of this Agreement, each party
        agrees to submit to the jurisdiction of the federal and state courts in New
        York
        County, New York.

       

      Section
        6.8  Withholding.  The
        Company shall be entitled to withhold from any compensation paid to Executive
        under this Agreement an amount sufficient to satisfy all federal, state and
        local income and employment tax withholding requirements.

       

      Section
        6.9  Headings.  The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

       

      Section
        6.10  Counterparts.  This
        Agreement may be executed in two or more counter-parts, all of which taken
        together shall constitute one instrument.

       

      [signature
        page follows]

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


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

       

      
        	 	NEUROLOGIX,
                INC.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Martin
                J. Kaplitt	 
	 	 	Martin
                J. Kaplitt, MD	 
	 	 	Chairman
                of the Board	 
	 	 	 	 


      

      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Marc
                Panoff	 
	 	 	Marc
                Panoff	 
	 	 	Chief
                Financial Officer,
                Treasurer and Secretary	 
	 	 	 	 


        	 	 	 


      

      
        	 	 	/s/
                John E. Mordock 	 
	 	 	John
                E. Mordock 	 


      

       

       

       

       

      
        7