Exhibit 10.7
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT executed this 10th day of December 2004, by and
between MAZAL PHARMACEUTICALS, INC. a Delaware corporation ("Employer"), and
MECHAEL KANOVSKY, an individual ("Employee").
RECITALS
1.1 Employee is an individual knowledgeable in the plant
pharmaceutical business.
1.2 Employer is a business in need of a President and Chief Science
Officer knowledgeable in the plant pharmaceutical business.
1.3 Employer and Employee desire to enter into this Employment
Agreement upon the terms and conditions set forth herein.
NOW THEREFORE, IN CONSIDERATION of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby admitted and acknowledged, the parties hereto agree
as follows:
2.0 EMPLOYMENT
The Employer hereby employs the Employee as of November 1st, 2004,
(the "Effective Date"), and the Employee hereby accepts employment with
Employer, upon the terms and conditions contained in this Agreement.
4.0 CAPACITIES AND DUTIES
4.1 Employee is hereby employed in the capacity of President and
Chief Science Officer rendering such services and having such duties and
responsibilities as may be assigned to Employee from time to time by the
Employer.
4.3 Employee agrees to devote his best efforts but not the exclusive
time to rendering services to Employer.
6.0 TERM
6.1 Subject to the rights of parties to prior termination, the term
of this Agreement shall be for two (2) years, commencing on the Effective Date.
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6.2 This Agreement shall terminate upon the following events:
(a) Employee's death;
(b) Employee's Disability; or
(c) At Employer's option, upon Employee's breach of
any of Employee's covenants or obligations hereunder, other than those which
would constitute a Discharge for Cause. In order to terminate this Agreement
pursuant to this Subparagraph (c), Employer shall give Employee thirty (30) days
written notice of termination specifying the ground therefore. Employee's
termination will take effect upon expiration of said thirty (30) day period,
unless Employee fully cures the breach specified in such notice during the
thirty (30) day period following Employer's giving of such notice to Employee.
In such circumstances, Employee shall be entitled to retain the shares received
under this Agreement.
6.3 Employee may terminate this Agreement prior to the expiration of
its term. In such circumstances, Employee shall not be entitled to any further
benefits under this Agreement. In such circumstances, Employee shall be entitled
to retain the shares received under this Agreement.
6.4 Employer may unilaterally terminate this Agreement upon a
Discharge for Cause, or upon the sale or disposition of the Employer, which
shall take effect immediately upon Employer's written notification to Employee,
outlining the reasons for cause. For Discharges for Cause or for discharge due
to sale or disposition of the business, Employee shall not be entitled to any
further benefits under this Agreement. In such circumstances, Employee shall be
entitled to retain the shares received under this Agreement.
7.0 BASE COMPENSATION AND NORMAL BENEFITS
For the service of Employee, the Employer agrees to pay to Employee compensation
as follows:
7.1 Base Salary: Annual base compensation of FORTY EIGHT THOUSAND
DOLLARS ($48,000.00), paid FOUR THOUSAND DOLLARS ($4,000) per month.
7.2 Additional Benefits: The Employee shall receive ONE HUNDRED
THOUSAND (100,000) shares upon execution of this Agreement, and ONE HUNDRED
THOUSAND (100,000) shares for each three months Employee is employed by the
Employer up to a total of THREE HUNDRED THOUSAND (300,000) shares of the
Employer.
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7.3 Performance Based Benefits:
For the service of Employee, the Employer agrees to pay to Employee additional
compensation as follows:
7.31 Upon the receipt of each IND by the Employer, Employee
shall receive an additional FIFTY THOUSAND (50,000) shares and upon the receipt
of the first IND the monthly base salary shall be increased to FIVE THOUSAND
FIVE HUNDRED ($5,500) per month.
7.32 For each patent received by the Employer, the Employee
shall receive an additional FIFTY THOUSAND (50,000) shares.
7.33 In the event Employer obtains a minimum of TWO MILLION
DOLLARS ($2,000,000) in funding or enters into a joint venture arrangement,
Employee base salary shall increase to SIX THOUSAND NINE HUNDRED FIFTY DOLLARS
($6,950) per month.
9.0 PROTECTION AGAINST DISCLOSURE OF CONFIDENTIAL
INFORMATION
9.1 Access to Confidential Information: The Employee recognizes and
acknowledges that he has had and have access to certain Confidential Information
of the Employer and that such information constitutes valuable, special and
unique property of the Employer.
9.2 Breach of Confidentiality Agreement: Employee and Employer agree
that a breach of the Confidential Information shall constitute a breach of this
Agreement and shall give rise to a Discharge for Cause.
9.3 Property of Employer: All records, forms, supplies or reproduced
copies, provided and furnished by the Employer to the Employee, or obtained by
the Employee during the performance of his services under this Agreement, shall
remain the property of the Employer and shall be accounted for and returned by
the Employee upon demand of Employer. Such records, forms and supplies shall
include, but not be limited to, such things as: documents; interoffice memos;
records, any correspondence, regardless of the author; notebooks; client lists;
or any such other supplies provided by the Employer. It is expressly understood
that the Employee's license to the possession of said records, forms or
supplies, or any copies thereof, are to fulfill his obligations to the Employer
under this Agreement and he has no other right or proprietary interest in those
documents.
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10.0 WAIVER
The failure of the Employer and Employee at any time to demand
strict performance by the other of any terms, covenants or conditions set forth
herein, shall not be construed as a continuing waiver or relinquishment thereof,
and either party may, at any time, demand strict and complete performance by the
other of said terms, covenants and conditions.
11.0 SIGNIFICANCE OF HEADINGS
Section and Subsection headings contained herein are solely for the
purpose of convenience, and are not in any sense to be given weight in the
construction of this Agreement. Accordingly, in the case of any question with
respect to the construction of this Agreement, it is to be construed as though
section and subsection headings have been omitted.
12.0 EMPLOYER/EMPLOYEE RELATIONSHIP
This Agreement shall specifically include any employer/employee
relationship. The Employer shall be responsible for withholding the appropriate
taxes and paying the appropriate taxes and other assessments on the Employee,
pursuant to the regulations promulgated by the related governmental agencies.
13.0 ENTIRE AGREEMENT
13.1 Sole Agreement: This Agreement contains the parties' sole
and entire agreement regarding the subject matter hereof, and supersedes any
and all other agreements between them.
13.2 No Other Representations: The parties acknowledge and agree
that no party has made any representations (a) concerning the subject matter
hereof, or (b) inducing the other party to execute and deliver this Agreement,
except those representations specifically referenced herein. The parties have
relied on their own judgment in entering into this Agreement.
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13.3 No Reliance: The parties further acknowledge that any
statements or representations that may have been made by either of them to the
other are void and of no effect. No party has relied on any such statements or
representations in dealing with the other(s).
14.0 COOPERATION AND FURTHER ACTIONS
The parties agree to perform any and all acts and to
execute and deliver any and all documents necessary or convenient to carry
out the terms of this Agreement.
15.0 NO MODIFICATION OR WAIVERS
15.1 Must Be Written: Waivers or modifications of this
Agreement, or of any covenant, condition, or limitation-contained heroin, are
valid only if in writing. Such writing must be duly executed by the parties.
15.2 No Use As Evidence: One or more waivers or modifications of any
covenant, term or condition in this Agreement by any party shall not be
construed by any other party as a waiver or modification applicable to any
subsequent breach of the same covenant, term or condition. Evidence of any such
waiver or modification may not be offered or received in evidence in any
proceeding, arbitration, or litigation between the parties arising out of or
affecting this Agreement, or a party's rights or obligations under it. This
limitation does not apply if the waiver or modification is in writing and duly
executed as provided above.
16.0 JOINT PREPARATION
This Agreement is deemed to have been jointly prepared by the
parties, and any uncertainty or ambiguity existing in it shall not be
interpreted against any party, but rather shall be interpreted according to the
rules generally governing the interpretation of contracts.
17.0 BINDING UPON SUCCESSORS
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and
assigns.
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18.0 ARBITRATION OF DISPUTES
In the event of any dispute under or relating to the terms of this
Agreement, or breach thereof, it is agreed that the same shall be submitted to
arbitration to the American Arbitration Association (Association"), at New York
City, New York. The arbitration shall be conducted in accordance with the rules
promulgated by that Association. Any judgment upon the award rendered by the
arbitrator(s) may be entered in any court, state or federal, having jurisdiction
thereof.
19.0 SEVERABILITY
If any part, clause, or condition of this Agreement
is held to be partially or wholly invalid, unenforceable, or inoperative for any
reason whatsoever, such shall not affect any other provision or portion hereof,
which shall continue to be effective as though such invalid, inoperative, or
unenforceable part, clause or condition had not been made.
20.0 GOVERNING LAW AND VENUE
All questions concerning this Agreement, its construction, and
the rights and liabilities of the parties hereto shall be interpreted and
enforced in accordance with the laws of the State of New York as applied to
contracts that are executed and performed entirely within the state. For
purposes of this Agreement, sole and proper venue shall be the City of New York,
State of New York.
21.0 INTERPRETATION.
21.1 Section Headings: The section and subsection headings of
this Agreement are included for purposes of convenience only, and shall not
affect the construction or interpretation of any of its provisions.
21.2 Capitalized Terms: Except as otherwise expressly provided
herein, all capitalized terms defined in this Agreement shall have the
meaning ascribed to them herein.
21.3 Gender and Number: Whenever required by the context, the
singular shall include the plural, the plural shall include the singular, and
the masculine gender shall include the neuter and feminine genders and vice
versa.
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22.0 TIME OF ESSENCE
The parties acknowledge and agree that time is strictly of the
essence with respect to each and every term, condition, obligation and provision
hereof. Failure to timely perform any of the terms, conditions, obligations or
provisions hereof by any party shall constitute a material breach of this
Agreement by the party so failing to perform.
23.0 THIRD PARTY BENEFICIARIES
No term or provision of this Agreement is intended to be, or shall
be, for the benefit of any person, firm, organization or corporation not a party
hereto, and no such other person, firm, organization or corporation shall have
any right or cause of action hereunder.
24.0 COUNTERPARTS
This Agreement may be executed in several counterparts, each of
which so executed shall be deemed to be an original, but such counterparts shall
together constitute and be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and
year first above written.
MAZEL PHARMACEUTICALS INC.
a Delaware corporation
By: /s/ Sam Berkowitz
Sam Berkowitz
Secretary
"EMPLOYER"
By: /s/ David Lieberman
Dovid Lieberman
APPI President (major share holder)
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/s/ Mechael Kanovsky
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MECHAEL KANOVSKY, an individual
"EMPLOYEE"
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