Unassociated Document


     

    
      Exhibit
        10.2



    
      EMPLOYMENT
        AGREEMENT



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

     

    W
      I T N E S S E T H :

     

    WHEREAS,
      the Executive is currently employed as Chief Financial Officer,
      Treasurer and Secretary 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 Chief Financial
      Officer,  Treasurer and Secretary.  The Executive shall
      perform the duties and have the responsibilities customarily associated with
      the
      position of Chief Financial Officer, Treasurer and Secretary, 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
      $185,000 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.

     

    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

     

    (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.

     

     

    
      
        
        

      

      
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    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 CEO of the Company or 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”).

     

    (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:

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (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.

     

    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.

     

     

    
      
        
        

      

      
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    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.

     

    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 

     

     

    
      
        
        

      

      
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    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]

     


    
      
        
        

      

      
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    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/ John
                E. Mordock	 
	 	 	John
                E. Mordock	 
	 	 	President
                and Chief Executive
                Officer	 
	 	 	 	 


        	 	 	 


      

      
        	 	 	/s/
                Marc Panoff	 
	 	 	Marc
                Panoff	 


      

       

    

     

     

    
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