Exhibit 10.2 — Neurologix, Inc.


    Exhibit
      10.2

     

    [Neurologix
      letterhead]

     

    August
      20, 2007

     

    Marc
      Panoff

    65
      Rockledge Drive

    Suffern,
      NY 10901

    


    Dear
      Marc:

    


    In
      order
      to induce you to remain in the employ of Neurologix, Inc. (the “Company”) and to
      continue in your efforts to cause the Company to consummate an equity offering,
      pursuant to a transaction or series of transactions, in which the Company shall
      receive gross proceeds (the “Proceeds”) of not less than $15,000,000 (a
“Financing”), the Company hereby agrees to the following:

    


    1)
      In the
      event the Company consummates a Financing, the Company shall enter into an
      employment agreement (the “Employment Agreement”) with you, in the form attached
      as Exhibit A hereto, within 30 days of the closing date of the
      Financing.

    


    2)  Reference
      is made to that certain letter from the Company addressed to you, dated December
      15, 2005, a copy of which is attached hereto as Exhibit B (the
“Offer”).  The provisions of Section 6 of the Offer and Appendix A of
      the Offer are hereby incorporated by reference into this Agreement and continue
      to be in full force and effect.

    


    3)
      The
      Company shall be entitled to withhold from amounts payable to you hereunder
      such
      amounts as may be required by applicable law.

     

    4)
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York.  This Agreement is the only written
      agreement between us as to the subject matter, and merges and supersedes all
      prior discussions; and shall be binding on all permitted successors and
      assigns.  This Agreement may be signed in any number of counterparts,
      each of which shall be deemed an original, but all of which, when taken
      together, shall constitute one instrument.

     

    Please
      indicate your acceptance of the above terms and conditions by signing below,
      where indicated.

     

    Sincerely,

     

    NEUROLOGIX,
      INC.

     

    By:   /s/
      John E. Mordock

     

    Title:
      JOHN E. MORDOCK, PRESIDENT & CHIEF EXECUTIVE OFFICER


    


     

    Accepted
      and Agreed:

     

    /s/
      Marc Panoff

     

    MARC
      PANOFF

     

    Dated:  9/20/2007

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT, dated as of ________________, 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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:

     

    (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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    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 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

     

    
      	
            	NEUROLOGIX,
              INC.	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	John E. Mordock	 
	 	 	President & Chief Executive Officer	 
	 	 	 	 


      
        	 	 	 	 
	
                 

              	
                 

              	 
	 	Marc
                Panoff	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

     

    December
      15, 2005

     

    Mr.
      Marc
      Panoff

    65
      Rockledge Drive

    Suffern,
      NY 10901

     

    Dear
      Marc:

     

    On
      behalf
      of Neurologix, Inc. (the “Company”), I am pleased to extend to you an offer of
      employment with the Company. The following confirms the details of such
      offer:

     

    
      	
               

            	
              1.

            	
              Positions:  Your
                titles will be Chief Financial Officer and
                Treasurer.

            


    

     

    
      	
               

            	
              2.

            	
              Start
                Date: Location:  You will commence your employment on
                January 23, 2006 (the “Start Date”), and will initially be located at the
                Company’s principal office.

            


    

     

    
      	
               

            	
              3.

            	
              Compensation:  Your
                annual base salary will be $165,000. Your salary will be payable
                in
                accordance with the Company’s standard payroll policies (subject to normal
                required withholdings). Additionally, you will be eligible to receive
                a
                discretionary annual bonus.

            


    

     

    
      	
               

            	
              4.

            	
              Options:  On
                the Start Date, you will be granted options to purchase 180,000 shares
                of
                the Company’s common stock with an exercise price equal to the fair market
                value of the Company’s common stock on the date of grant. The options will
                be granted pursuant to an option agreement which will be executed
                and
                delivered on the Start Date. The options will vest over 3 years from
                the
                date of grant as follows:

            


    

     

    
      	
               

            	
              (a)

            	
              25,000
                options - vest on date of grant;

            


    

    
      	
               

            	
              (b)

            	
              35,000
                options - vest on the first anniversary of date of
                grant;

            


    

    
      	
               

            	
              (c)

            	
              60,000
                options - vest on the second anniversary of date of
                grant;

            


    

    
      	
               

            	
              (d)

            	
              60,000
                options - vest on the third anniversary of date of
                grant.

            


    

     

    
      	
               

            	
              5.

            	
              Benefits:  You
                will eligible to participate in or receive benefits under all employee
                benefit plans made available by the Company generally to its executive
                employees, subject to and on a basis consistent with the terms, conditions
                and overall administration of such plans, including but not limited
                to,
                medical and other welfare benefits.

            


    

     

    
      	
               

            	
              6.

            	
              Severance:  In
                the event that the Company terminates your employment without Cause
                (as
                defined in Appendix A) during your first two years of employment
                with the
                Company, you will be entitled to receive, immediately following the
                six-month anniversary of your termination date, a cash payment equal
                to
                six months of base salary (less withholding of applicable taxes),
                and all
                options scheduled to vest in the year of termination shall immediately
                vest on your termination date.  All other unvested options shall
                terminate on your termination date.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              7.

            	
              Employment
                Status:  Your employment with the Company will be “at will”
                which means that such employment may be terminated by the Company
                at any
                time for any reason.

            


    

     

    
      	
               

            	
              8.

            	
              Confidentiality
                Agreement:  On or before the Start Date, you will be
                required to sign the Company’s form of confidentiality
                agreement.

            


    

     

    Please
      confirm that you have received this letter and agree to its terms by signing
      and
      returning one copy of this letter to me. Once again, I am very pleased to offer
      you a position and look forward to your many contributions to the
      Company.

     

    Sincerely,

     

    


     

    Michael
      Sorell

    President
      and Chief Executive Officer

     

    I
      agree
      to the terms of my employment with the Company as of the date set forth
      below:

     

    


    
      	 	
               

            	 	
               

            	 
	 	 	 	 	 
	Employee
              Signature:	    	 	
               

            	 
	 	
            	 	 	 
	 	 	 	 	 
	 Print
              Name:	    	 	
               

            	 
	 	
            	 	 	 
	 	 	 	 	 
	 Date:	    	 	
               

            	 
	 	
            	 	 	 


    

     

                                               

     

                                               

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    As
      used
      herein, termination for “Cause” shall mean the occurrence of
      any of the following:

     

    (1)           you
      shall have been convicted of, or plead guilty or
nolocontendere to, a misdemeanor involving theft or moral
      turpitude or any felony;

     

    (2)           you
      engaged in conduct that constitutes gross neglect or willful misconduct
      (including misappropriation or embezzlement of property of, or fraud with
      respect to, the Company or its subsidiaries or their affiliates) with respect
      to
      your employment duties; provided, however, that for purposes of
      determining whether conduct constitutes willful misconduct, no act on your
      part
      shall be considered “willful” unless it is done by you in bad faith and without
      reasonable belief that your action was in the best interests of the
      Company;

     

    (3)           you
      shall fail or refuse, after reasonable requests, to perform your duties as
      directed by the CEO and/or the Board of Directors of the Company (the “Board”);
      or

     

    (4)           you
      violate any material provision of the Company’s Code of Conduct and
      Ethics.

     

    Notwithstanding
      the foregoing, the Company may not terminate your employment for Cause unless
      (x) a determination that Cause exists is made and approved by a majority of
      the
      Board and (y) you are given at least twenty (20) days written notice of the
      Board meeting called to make such determination and, if curable, an opportunity
      to cure during such notice period.