EMPLOYMENT AGREEMENT

 

                                                                Exhibit 10.23

 

                              EMPLOYMENT AGREEMENT

 

     THIS EMPLOYMENT AGREEMENT ("Agreement") is made, entered into and effective

as of the 20th day of March, 2006 between Omrix Biopharmaceuticals, Inc., a

Delaware corporation having registered offices in Wilmington, Delaware (the

"Company"), and Robert Taub, residing in Brussels, Belgium and New York, New

York (the "Executive").

 

     WHEREAS, the Executive and the Company are parties to an Employment

Agreement dated as of December 31, 1998, as amended, (the "Former Employment

Agreement"), pursuant to which, inter alia, the Executive is employed by the

Company as its Chief Executive Officer ("CEO"); and

 

     WHEREAS, the parties have mutually agreed that it would inure to their

respective benefit for the Executive to remain as President and CEO of the

Company under a new employment agreement and that all prior agreements regarding

the Executive's employment with the Company including without limitation, the

Former Employment Agreement, shall be superseded and hereby terminated;

 

     NOW, THEREFORE, in consideration of the covenants and promises contained

herein, and for other good and valuable consideration, the sufficiency and

receipt of which are hereby acknowledged, the Company and the Executive agree as

follows:

 

     1. Employment Period.

 

     a. The Company offers to employ the Executive, and the Executive agrees to

be employed by the Company, in accordance with the terms and subject to the

conditions of this Agreement during the Term, as defined below, unless

terminated prior thereto in accordance with the provisions of paragraph 7 herein

below, in which case the provisions of paragraph 7 herein below shall govern the

parties' rights and obligations upon termination. The Initial Term of this

Agreement and the Executive's employment hereunder shall commence upon the

completion of a public offering of the Company's securities (the "Commencement

Date") and terminate on the third anniversary of the date of the Commencement

Date (the "Scheduled Separation Date"), provided, however, that commencing on

the Scheduled Separation Date and each anniversary thereafter, the term of this

Agreement shall automatically be extended for one additional year unless, not

later than six months prior to such anniversary, the Company or the Executive

shall have given written notice to the other party that the Term shall not be

extended (the Initial Term and the period of any extended term hereunder shall

hereinafter be referred to as the "Term").

 

     2. Position and Duties.

 

     a. During the Term of the Executive's employment hereunder, the Executive

will serve in the position, and assume and perform, to the satisfaction of the

Company's Board of Directors, the duties and responsibilities consistent with

the position of President and Chief Executive Officer, as well as such further

and other duties and responsibilities required from time to time by the

Company's Board of Directors. In the performance of his duties and

responsibilities, the Executive shall follow such rules and procedures as may be

required by the Company's Board of Directors, including, without limitation,

compliance with all internal rules and procedures promulgated or established by

the Company's Board of Directors.

 

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     b. During the Term of the Executive's employment hereunder, the Executive

agrees diligently and conscientiously to devote all of his business time, skill,

energy and best business efforts to performing his duties and responsibilities

hereunder, subject to the provisions of this Agreement; provided, however, that

it shall not be considered a violation of the foregoing for the Executive to

manage his or her personal investments or to serve on corporate or industry

boards or committees listed on Exhibit A hereto. The Company acknowledges that

the Executive's engaging in such activities is permitted by, and does not

conflict with or violate this Agreement (including, without limitation, the

Executive's obligations set forth in paragraphs 2(b), 3, 8 and 9), provided

however, that the Executive's engagement in such activities specified in Exhibit

A does not unreasonably interfere with his ability to perform his duties and

responsibilities under this Agreement or cause material competitive harm to the

Company and/or its affiliates. To the extent that in the future the Executive

desires to serve on a corporate or industry board or committee not listed on

Exhibit A, the Company's Board of Directors will consider the Executive's

request, which shall include an indication of whether such new activity is a

replacement for or an addition to an activity on Schedule A. The Company's Board

of Directors will promptly consider and not unreasonably withhold its approval

of such a request by the Executive.

 

     c. The Executive represents and warrants that he has the full right and

authority to enter into this Agreement and to render the services as required

under this Agreement, and that by executing this Agreement he is not breaching

any contract or legal obligation he owes to any third party. The Executive

agrees that, in the event that he commits a breach of this paragraph 2(c), he

will indemnify and hold harmless the Company and its officers, directors,

shareholders, parents, affiliates, subsidiaries, successors, predecessors,

licensees, assigns and agents, to the farthest extent of the law, from and

against any and all claims, losses, damages (including, without limitation,

compensatory, statutory, incidental and punitive damages) and expenses

(including, without limitation, reasonable attorney's fees and disbursements)

arising out of or related to such breach.

 

     d. The Executive represents and warrants that no obligation exists between

the Executive and any other entity which would prevent or impede the Executive's

immediate and full performance of his obligations under this Agreement in all

material respects.

 

     3. No Conflicts. The Executive covenants and agrees that for so long as he

is employed by the Company, the Executive shall inform the Company of each and

every business opportunity related to the business of the Company of which the

Executive becomes aware, and that the Executive will not, directly or

indirectly, exploit any such opportunity for the Executive's own account, nor

will the Executive render any services to any other person or business, acquire

any interest of any type in any other business or engage in any activities that

conflict with the Company's best interests or which is in competition with the

Company.

 

     4. Hours of Work. The Executive's normal days and hours of work shall

coincide with the Company's regular business hours. The nature of the

Executive's employment with the Company requires flexibility in the days and

hours that the Executive must work, and may necessitate that the Executive work

on other or additional days and hours.

 

     5. Location. The focus of the Executive's employment with Company shall be

wherever appropriate, including: New York, New York (or other such location in

the U.S. as determined by the Executive); the Company's facilities at Chaussee

de Waterloo, 200 1640 Rhode-St. Genese, Belgium; and the Company's facilities in

Israel.

 

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     6. Compensation.

 

     a. Base Salary. During the Term of the Executive's employment hereunder,

the Company shall pay or cause to be paid to the Executive, and the Executive

agrees to accept, in consideration for the Executive's services, monthly pro

rata payments, as earned and consistent with the Company's then-existing payroll

practices, of the annualized base salary of $400,000.00. All items of

compensation payable to Executive pursuant to this paragraph 6 shall be paid

directly to Executive or to an entity under his control, as Executive may

direct, in either case less all applicable taxes and other appropriate

deductions. The Executive shall receive an annual performance review, but the

decision to modify the Executive's base salary, and the amount of any such

modification, shall be at the sole discretion of the Company's Board of

Directors.

 

     b. Stock And Equity Incentive Plans.

 

          1. During the Term of the Executive's employment hereunder, the

Executive shall be eligible to participate in the Company's 2004 Equity

Incentive Plan or its successor plan (the "Plan") in accordance with the terms

and conditions of the Plan and of any agreements between the parties or grant

documents relating thereto. Except as set forth in paragraph 6(b)(2) herein

below, the decision to grant any award to the Executive pursuant to the Plan,

and the amount of any such award, shall be within the sole discretion of the

Company's Board of Directors.

 

          2. (a) In addition, subject to paragraphs 6(b)(2)(b) and 7 herein

below, the Company shall cause the Executive to be granted an aggregate of

100,000 shares of stock of the Company pursuant to the Plan (the "Granted

Shares"), the vesting schedule of which shall be as follows: 75,000 shares shall

become vested on the date of this Agreement and 25,000 shares shall vest on the

earlier of an IPO or the first anniversary of the date of this Agreement (the

"First Anniversary") or the occurrence of a "Change of Control."

 

          (b) The Executive's rights in respect of vesting of the Granted Shares

described in paragraph 6(b)(2)(a) are conditional upon the following: (i) the

Executive has not voluntarily resigned from his employment with the Company and

as a member of the Company's Board of Directors prior to the First Anniversary;

and (ii) the Executive has not been removed and/or been terminated for "Cause"

from his employment with the Company and from the Company's Board of Directors

prior to the First Anniversary. In either case, any of such Granted Shares that

have not previously vested shall not vest by operation of this paragraph, and

the Company shall have the right thereafter to repurchase any Granted Shares

that have not yet vested as of the date of such termination for a purchase price

of $0.01 per share by delivering such notice and such purchase price to the

Executive within thirty (30) days of such termination or removal.

 

          (c) All options to purchase Common Stock of the Company that were

previously granted to the Executive pursuant to the equity compensation plans

maintained by the Company, including without limitation the Company's 1998 Stock

Incentive Plan, shall remain subject to the terms and conditions of such option

grant(s) and the plan under which such options were granted.

 

          (d) For purposes of this Agreement, "Change of Control" shall mean the

first to occur of any of the following:

 

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                    1. any "person," as such term is used in Sections 13(d) and

14(d) of the Exchange Act (other than (A) the Company, (B) any trustee or other

fiduciary holding securities under an employee benefit plan of the Company, and

(C) any corporation owned, directly or indirectly, by the stockholders of the

Company in substantially the same proportions as their ownership of Stock), is

or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange

Act), directly or indirectly, of securities of the Company representing 30% or

more of the combined voting power of the Company's then outstanding voting

securities (excluding any person who becomes such a beneficial owner in

connection with a transaction immediately following which the individuals who

comprise the Board immediately prior thereto constitute at least a majority of

the Board, the entity surviving such transaction or, if the Company or the

entity surviving the transaction is then a subsidiary, the ultimate parent

thereof);

 

                    2. the following individuals cease for any reason to

constitute a majority of the number of directors then serving: individuals who,

on the Effective Date, constitute the Board and any new director (other than a

director whose initial assumption of office is in connection with an actual or

threatened election contest, including but not limited to a consent

solicitation, relating to the election of directors of the Company) whose

appointment or election by the Board or nomination for election by the Company's

stockholders was approved or recommended by a vote of at least two-thirds (2/3)

of the directors then still in office who either were directors on the Effective

Date or whose appointment, election or nomination for election was previously so

approved or recommended;

 

                    3. there is consummated a merger or consolidation of the

Company or any direct or indirect subsidiary of the Company with any other

corporation, other than a merger or consolidation immediately following which

the individuals who comprise the Board immediately prior thereto constitute at

least a majority of the Board, the entity surviving such merger or consolidation

or, if the Company or the entity surviving such merger is then a subsidiary, the

ultimate parent thereof; or

 

                    4. the stockholders of the Company approve a plan of

complete liquidation of the Company or there is consummated an agreement for the

sale or disposition by the Company of all or substantially all of the Company's

assets (or any transaction having a similar effect), other than a sale or

disposition by the Company of all or substantially all of the Company's assets

to an entity, immediately following which the individuals who comprise the Board

immediately prior thereto constitute at least a majority of the board of

directors of the entity to which such assets are sold or disposed of or, if such

entity is a subsidiary, the ultimate parent thereof.

 

Notwithstanding the foregoing, a Change in Control shall not be deemed to have

occurred by virtue of (x) an offering of securities of the Company that is

registered with the Securities and Exchange Commission or (y) the consummation

of any transaction or series of integrated transactions immediately following

which the holders of the Stock immediately prior to such transaction or series

of transactions continue to have substantially the same proportionate ownership

in an entity which owns all or substantially all of the assets of the Company

immediately following such transaction or series of transactions.

 

          (e) For purposes of this Agreement, "Cause" shall mean: (i) the

failure by the Executive to render services to the Company in accordance with

his assigned duties and responsibilities under this Agreement (other than any

such failure resulting from the

 

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Executive's Disability), which failure continues for a period of more than

thirty (30) days after written notice thereof has been provided to the Executive

by the Company's Board of Directors; (ii) willful misconduct or gross negligence

of the Executive in the performance of his duties and responsibilities for the

Company or any of its subsidiaries or affiliates under this Agreement; (iii) the

Executive's conviction of, or plea of guilty or nolo contendre to, a felony,

whether or not committed in the course of performing his duties for the Company

or any of its subsidiaries or affiliates; (iv) the Executive's disloyalty,

deliberate dishonesty, breach of fiduciary duty or material breach of the terms

of this Agreement; (v) the commission by the Executive of embezzlement, theft or

any other fraudulent act or omission; (vi) the commission by the Executive of

any act or omission in deliberate disregard of the rules or policies of the

Company that results in material loss, damage or injury to the Company or any of

its subsidiaries or affiliates or materially adversely affects the business

activities, reputation, goodwill or image of the Company or any of its

subsidiaries or affiliates; (vii) the unauthorized disclosure by the Executive

of any "Confidential Information," as that term is defined in paragraph 8 herein

below, that results in material loss, damage or injury to the Company or any of

its subsidiaries or materially adversely affects the business activities,

reputation, goodwill or image of the Company or any of its subsidiaries or

affiliates; (viii) the commission by the Executive of any act that constitutes

unfair competition with the Company or any of its subsidiaries or affiliates;

(ix) the material breach by the Executive of any agreement to which he and the

Company or any of its subsidiaries or affiliates are parties that results in

material loss, damage or injury to the Company or any of its subsidiaries or

affiliates, or materially adversely affects the business activities, reputation,

goodwill or image of the Company or any of its subsidiaries or affiliates.

 

     c. Group Health Insurance. During the Term of the Executive's employment

hereunder, the Company shall continue to pay or reimburse Executive for premium

payments and other costs actually paid or incurred by the Executive to maintain

Executive's health and medical insurance policy for himself and his family with

Signal Versicherungen (or with such other health care provider as the Executive

shall choose), and will pay or reimburse Executive for any additional or

incremental costs for health and medical insurance coverage required in

connection with Executive's performance of services hereunder in the United

States provided however, that the Executive shall cooperate with the Company in

obtaining such policy and other coverage on the most cost-efficient terms.

 

     d. Vacation. During the Term of the Executive's employment hereunder, the

Executive shall be entitled to twenty-five (25) vacation days per fiscal year,

which amount shall be pro-rated for any partial fiscal year during which the

Executive is employed by the Company. The Executive shall be entitled to carry

over 10 (ten) unused vacation days earned in any fiscal year through the first

half of the next fiscal year, following which period any such unused vacation

days shall be forfeited.

 

     e. Holidays. During the Term of the Executive's employment hereunder, the

Executive shall be entitled to all legal holidays observed by the Company in its

offices in Belgium or the United States, according to where the Executive is

working on such a day, in addition to his vacation days described in paragraph

6(d) herein above.

 

     f. Retirement Plan. During the Term of the Executive's employment

hereunder, the Executive shall be eligible to participate in the Company's

retirement plan, in accordance with the terms and conditions of such plan, if

and when the Company adopts such a plan and as such plan may be in effect from

time to time.

<PAGE>

 

     g. Life Insurance. During the Term of the Executive's employment hereunder,

the Company shall reimburse the Executive for the premiums actually paid by him

to procure and maintain a term life insurance policy for the benefit of the

beneficiary designated by the Executive (or to maintain an existing term life

insurance policy) having a death benefit equal to two times the Executive's base

salary (as in effect from time to time). In the event that the Executive

currently maintains a term life insurance policy having a death benefit greater

than two times his base salary, in lieu of the Executive procuring a new term

life insurance policy that has a death benefit not greater than two times his

base salary, the Company shall pay a pro-rata share of the premium for such

policy calculated by multiplying the premium payment by a fraction, the

numerator of which is equal to two times the Executive's base salary and the

denominator of which is the death benefit of such policy, provided however, that

the Executive shall cooperate with the Company in obtaining such policy on the

most cost-efficient terms.

 

     h. Annual Bonus. During the Term of the Executive's employment hereunder,

the Executive shall be eligible to participate in the Company's management bonus

plan, as shall be set forth from time to time, and in accordance with the terms

and provisions thereof ("Annual Bonus"). In the event that the Executive becomes

entitled to an Annual Bonus in accordance with the terms and conditions of such

a plan, the Executive's annual bonus shall be no less than 25 percent of his

then-current base salary.

 

     i. Automobile. During the Term of the Executive's employment hereunder, the

Company shall continue to provide an Audi A6 automobile to the Executive

pursuant to the lease arrangements in effect on the date of this Agreement for

use by the Executive in connection with his performance of services in Brussels,

Belgium. The Company shall pay all reasonable expenses incurred by the Executive

for the operation, maintenance and repair of such automobile. If this Agreement

is still in effect at such time as the acquisition of a new automobile is

appropriate, as determined by the Company in its sole discretion, the Company

shall provide the Executive with a new automobile comparable to the present Audi

A6. The Company shall not be required to provide Executive with an automobile in

connection with his performance of services in the U.S.

 

     j. Relocation Expenses. The cost of relocating the executive and his wife

to the U.S. and the cost of the return back to Belgium will be paid by Omrix.

Such costs will include real estate fees, household moving expenses, if any, and

costs customarily involved in personnel relocations.

 

     During the Term of the Executive's employment hereunder, if Executive

relocates to the U.S. (initially, New York City), (i) the Company shall either

lease a suitable fully furnished, fully serviced, two-bedroom apartment in

Manhattan, New York City (the "Apartment"), for the Executive to reside in or

reimburse the Executive for lease payments actually incurred by the Executive in

respect of renting such an apartment; (ii) pay or reimburse the Executive for

all relocation expenses paid or incurred by him in connection with his move to

such premises; (iii) in the event Executive leases the Apartment, pay or

reimburse Executive for all expenses paid or incurred by him in connection with

the leasing and occupancy of such apartment, including broker's or agent's

commissions, furniture and furnishings, advance of any required security deposit

(which security deposit, upon reimbursement to the Executive shall be remitted

by the Executive back to the Company); and (iv) in addition to air fare and

travel expenses incurred by the Executive related to performing his duties and

responsibilities hereunder, the Company shall pay or reimburse the Executive and

his wife for the business class air fare for up to 4 round trips between

Brussels,

 

<PAGE>

 

Belgium and New York, New York in each year of the term of this Agreement. To

obtain reimbursement of any expenses, the Executive shall be required to submit

receipts or other appropriate documentation to the Company evidencing the

Executive's actual expenditures.

 

     During the temporary assignment in Manhattan, the Executive may incur

living costs that exceed what the Executive customarily has been paying in

Belgium for such costs. In order to compensate for this difference, Omrix will

reimburse the Executive up to $5,000 for every month spent in New York, New

York.

 

     If the reimbursement of any of the above-described expenses is required to

be included in the Executive's U.S. taxable income, Omrix will make a gross-up

payment to the Executive to equalize any resulting taxes.

 

     As a general statement, it is not intended that the Executive's move to the

U.S. should generate any incremental income taxes to him. However, in the event

that the move does generate incremental income taxes, the Company will make such

payments necessary to equalize the income tax situation to what existed prior to

his moving to the U.S. The Company will bear the cost of a third party tax

auditor who will determine the extent of any incremental taxes due to the

employee.

 

     In the event that the relocation of the Company's U.S. offices is

determined to be in a place other than New York, New York, the same provisions

of section j immediately above will apply.

 

     7. Termination.

 

     a. Death.

 

          1. In the event that, during the Initial Term, the Executive dies,

this Agreement and the Executive's employment with the Company shall

automatically terminate on the date of the Executive's death, and the Company

shall have no further obligations or liability to the Executive or his heirs,

administrators or executors with respect to compensation and benefits

thereafter, except for the obligation to pay the Executive's heirs,

administrators or executors (a) any earned but unpaid base salary and any unused

and unforfeited accrued vacation through the date of death; (b) an amount equal

to the Executive's base salary payable in accordance with the procedures set

forth in paragraph 6(a) herein above through the Scheduled Separation Date or

for a period of one year from the date of the Executive's date of death,

whichever is longer; and (c) an amount to cover the cost of relocation of the

Executive's family back to Belgium.

 

          2. In the event that the Initial Term is extended or renewed by

operation of paragraph 1.a. for a period of at least one year subsequent to the

Scheduled Separation Date and the Executive shall die during the extended Term,

this Agreement and the Executive's employment with the Company shall

automatically terminate on the date of the Executive's death, and the Company

shall have no further obligations or liability to the Executive or his heirs,

administrators or executors with respect to compensation and benefits

thereafter, except for the obligation to pay the Executive's heirs,

administrators or executors (a) any earned but unpaid base salary and any unused

and unforfeited accrued vacation through the date of death; (b) an amount equal

to a pro rata portion of any Annual Bonus awarded to the Executive in respect of

the bonus year in which his death occurred; (c) an amount equal to the

Executive's base salary payable in accordance with the procedures set

 

<PAGE>

 

forth in paragraph 6(a) herein above for the one-year period of one year from

the date of death; (d) an amount equal to the most recent full or pro rata, as

applicable, Annual Bonus paid to the Executive prior to his death; and (e) an

amount to cover the cost of relocation of the Executive's family back to

Belgium.

 

     b. Disability.

 

          1. In the event that, during the Term of this Agreement, including any

extension or renewal period thereof, the Executive shall be prevented from

performing his duties and responsibilities hereunder to the full extent required

by the Company by reason of illness, injury or incapacity, with or without

reasonable accommodation that does not impose undue hardship on the Company, for

a period of not less than ninety (90) consecutive days ("Disability"), then the

Company, in its sole discretion, may terminate this Agreement and the

Executive's employment with the Company with immediate effect by providing

written notice to the Executive.

 

          2. In the event that the Company terminates this Agreement and the

Executive's employment with the Company during the Initial Term of the

Executive's employment hereunder, because of a Disability, the Company shall

thereafter have no further obligations or liability to the Executive with

respect to compensation and benefits thereafter, except for the obligation to

pay to the Executive (a) any earned but unpaid base salary any unused and

unforfeited accrued vacation through the date of termination; (b) an amount

equal to the Executive's base salary payable in accordance with the procedures

set forth in paragraph 6(a) herein above through the Scheduled Separation Date

or for a period of one year from the date of termination, whichever is longer;

and (c) an amount to cover the cost of relocation of the Executive's family back

to Belgium.

 

          3. In the event that the Initial Term is extended or renewed by

operation of paragraph 1.a. for a period of at least one year subsequent to the

Scheduled Separation Date and the Company terminates this Agreement and the

Executive's employment with the Company because of a Disability during the

extended Term, the Company shall have no further obligations or liability to the

Executive with respect to compensation and benefits, except for the obligation

to pay to the Executive (a) any earned but unpaid base salary and any unused and

unforfeited accrued vacation through the date of termination; (b) a pro rata

portion of any Annual Bonus awarded to the Executive in respect of the bonus

year in which his termination occurred; (c) the Executive's base salary payable

in accordance with the procedures set forth in paragraph 6(a) herein above for a

period of one year from the date of termination; and (d) an amount equal to the

most recent full or pro rata, as applicable, Annual Bonus paid to the Executive

prior to his termination; and (e) an amount to cover the cost of relocation of

the Executive's family back to Belgium.

 

     c. By The Company For "Cause" or By The Executive Without "Good Reason." At

any time during the Term of this Agreement, including any extension or renewal

period thereof, the Company may terminate this Agreement and the Executive's

employment with the Company, with immediate effect, for "Cause," as that term is

defined in paragraph 6(e) herein above, by providing written notice to the

Executive. At any time during the Term of this Agreement, including any

extension or renewal period thereof, the Executive may voluntarily terminate

this Agreement and his employment with the Company without "Good Reason" (as

defined below) upon ninety (90) days prior written notice to the Company. In the

event that the Company terminates this Agreement and the Executive's employment

with

 

<PAGE>

 

the Company for "Cause," or the Executive terminates this Agreement and his

employment without Good Reason, the Company shall thereafter have no further

obligations or liability to the Executive with respect to compensation and

benefits thereafter, except for the obligation to pay to the Executive (a) any

earned but unpaid base salary through the date of termination and (b) any unused

and unforfeited accrued vacation through the date of termination.

 

     d. By The Executive Because Of A "Change Of Control."

 

          1. At any time during the Term of this Agreement, including any

extension or renewal period thereof, the Executive may terminate this Agreement

and his employment with the Company following a Change of Control upon at least

one (1) months' prior written notice to the Company if (i) a Change of Control,

as that term is defined in paragraph 6(b)(2)(c) above occurs and (ii) during the

one-year period following such Change in Control, (x) the Executive's duties and

responsibilities hereunder for the Company are materially reduced or diminished

and such reduction, diminution continues uninterrupted for a period of at least

one (1) month, or (y) the Executive is required to relocate the focus of his

duties hereunder to a location other than New York City or Brussels, Belgium. In

the event that the Executive terminates this Agreement and his employment with

the Company in the event of a Change of Control, the Company shall have no

further obligations or liability to the Executive with respect to compensation

and benefits, except for the obligation to pay or provide to the Executive (a)

any earned but unpaid base salary and any unused and unforfeited accrued

vacation through the date of termination; (b) a pro rata portion of any Annual

Bonus awarded to the Executive in respect of the previous bonus year in which

his terminated occurred (for the avoidance of doubt, if the Executive received

an Annual Bonus of $100,000 for the previous year and terminates this Agreement

because of a Change of Control, effective after eight (8) months of the current

year, the Executive would be paid eight twelfths or two thirds of the previous

year's Annual Bonus, in this case, $66,667); (c) the Executive's base salary

payable in accordance with the procedures set forth in paragraph 6(a) herein

above for a period of 2 years from the last date of the Executive's employment

with the Company, (d) coverage under all healthcare benefits in place at the

time of termination for a period of one (1) year following the termination, and

(e) the vesting provisions for stock options and granted stock as enumerated in

the then prevailing Stock Option Plan with regard to a termination occurring as

a result of a Change of Control, provided however, that in the event that the

Executive's last date of employment with the Company occurs less than one (1)

month after the Company's receipt of the Executive's written notice of

termination because of a Change of Control, the Executive shall not be entitled

to any portion of the compensation described in this paragraph 7d. Any expenses,

including relocation expenses not reimbursed by the Company at the time of

termination should be submitted within one (1) month of the time of termination,

with appropriate documentation, to the Chairman of the Board for review and

prompt payment, if warranted.

 

          2. If any of the payments or benefits received or to be received by

the Executive in connection with a Change in Control or the Executive's

termination of employment (whether pursuant to the terms of this Agreement or

any other plan, arrangement or agreement with the Company) (such payments or

benefits, excluding the Gross-Up Payment as defined below, being hereinafter

referred to as the "Total Payments"), will be subject to the excise tax imposed

under Section 4999 of the United States Internal Revenue Code of 1986, as

amended, the Company shall pay to the Executive an additional amount (the

"Gross-Up Payment") such that the net amount retained by the Executive, after

deduction of any excise tax on the Total Payments and any federal, state and

local income and

 

<PAGE>

 

employment taxes and excise tax upon the Gross-Up Payment, shall be equal to the

Total Payments. All determinations required to be made under paragraph,

including whether and when a Gross-Up Payment is required and the amount of such

Gross-Up Payment and the assumptions to be utilized in arriving at such

determination, shall be made by a nationally recognized accounting firm (the

"Accounting Firm") selected by the Company and reasonably acceptable to the

Executive which shall provide detailed supporting calculations both to the

Company and the Executive within 15 business days of the receipt of notice from

the Executive that there has been a payment, or such earlier time as is

requested by the Company. All fees and expenses of the Accounting Firm shall be

borne solely by the Company. Any Gross-Up Payment, as determined pursuant to

this paragraph 8(d)(2), shall be paid by the Company to the Executive within

five days of the receipt of the Accounting Firm's determination. Any

determination by the Accounting Firm shall be binding upon the Company and the

Executive, absent manifest error. As a result of the uncertainty in the

application of Section 4999 of the Code at the time of the initial determination

by the Accounting Firm hereunder, it is possible that Gross-Up Payments which

will not have been made by the Company should have been made (an

"Underpayment"), consistent with the calculations required to be made hereunder.

In the event that the Executive thereafter is required to make a payment of any

Excise Tax, the Accounting Firm shall determine the amount of the Underpayment

that has occurred and any such Underpayment shall be promptly paid by the

Company to or for the benefit of the Executive. If, after the receipt by the

Executive of an amount advanced by the Company pursuant to this paragraph

8(2)(b), the Executive becomes entitled to receive any refund with respect to

the excise tax, the Executive shall promptly pay to the Company the amount of

such refund (together with any interest paid or credited thereon after taxes

applicable thereto).

 

     e. By The Executive For "Good Reason" or By the Company Without Cause.

 

          1. At any time during the Term of this Agreement, including any

extension or renewal period thereof, the Executive may terminate this Agreement

and his employment with the Company for "Good Reason" upon at least at least

thirty (30) days prior written notice to the Company, or the Company may

terminate this Agreement and the Executive's employment with the Company without

cause upon thirty (30) days prior written notice to the Executive, such prior

written notice by both parties commencing upon the failure, acknowledged by

either party in writing, that the good faith negotiations entered into for

dispute resolution (see section 10 below) are no longer in effect. For purposes

of this Agreement, "Good Reason" shall mean: (a) a material diminution of the

Executive's duties and responsibilities hereunder for the Company which

continues uninterrupted for a period of at thirty (30) days; or (b) any

reassignment of the Executive or any relocation of the Executive's permanent

position with the Company from either the Company's present office near

Brussels, Belgium or from the Executive's work location initially in New York,

New York (or at another U.S. location agreed to by the Executive as per section

5 above); (c) a material change in the focus or business direction of the

Company that continues uninterrupted for a period of at least three (3) months;

(d) a material default by the Company of a material term of this Agreement that

continues uncured for more than thirty (30) days; (e) a failure of the business

operations of the Company that results in the closing of the Company's

operations; (f) a change in the Executive's title to exclude the term Chief

Executive Officer; or (g) a change in the Executive's reporting relationship to

anything other than to the Omrix Board of Directors.

 

          2. Notwithstanding anything to the contrary contained herein, no event

of "Good Reason" shall be deemed to have occurred unless and until the Executive

shall have

 

<PAGE>

 

provided written notice to the Chairman of the Board of Directors of the Company

describing the facts and circumstances that the Executive believes constitute

"Good Reason" and such facts and circumstances are not corrected or otherwise

cured by the Company within a thirty (30) day period or within the subsequent

good faith dispute resolution period that immediately follows this thirty (30)

day period.

 

          3. In the event that the Executive terminates this Agreement and his

employment with the Company for "Good Reason," or the Company terminates this

Agreement and the Executive's employment without Cause, the Company shall have

no further obligations or liability to the Executive with respect to

compensation and benefits, except for the following obligations to pay or

provide to the Executive (a) any earned but unpaid base salary and any unused

and unforfeited accrued vacation through the date of termination; (b) a pro rata

portion of any Annual Bonus awarded to the Executive in respect of the previous

bonus year in which his terminated occurred (for the avoidance of doubt, if the

Executive received an Annual Bonus of $100,000 for the previous year and

terminates this Agreement for Good Reason or the Company terminates this

Agreement and the Executive's employment without cause, effective after eight

(8) months of the current year, the Executive would be paid eight twelfths or

two thirds of the previous year's Annual Bonus, in this case, $66,667); (c) the

Executive's base salary payable in accordance with the procedures set forth in

paragraph 6(a) herein above for a period of 2 years from the last date of the

Executive's employment with the Company, (d) coverage under all healthcare

benefits in place at the time of termination for a period of one (1) year

following the termination, and (e) the vesting provisions for stock options and

granted stock as enumerated in the then prevailing Stock Option Plan with regard

to a termination occurring as a result of a Termination of Employment or

Service. Any expenses, including relocation expenses not reimbursed by the

Company at the time of termination should be submitted within one (1) month of

the time of termination, with appropriate documentation, to the Chairman of the

Board for review and prompt payment, if warranted.

 

     f. Non-Renewal Of Agreement.

 

          1. In the event that either party shall provide a notice of

non-renewal in accordance with the procedures set forth in paragraph 1 herein

above (or if the parties mutually elect not to extend or renew this Agreement),

this Agreement and the Executive's employment with the Company shall

automatically terminate as of the Scheduled Separation Date or the anniversary

of the Scheduled Separation Date next following the date of such notice, as the

case may be. The Company shall have no further obligations or liability to the

Executive with respect to compensation and benefits thereafter, except for the

obligation to pay to the Executive (a) any earned but unpaid base salary through

the date of termination; (b) any unused and unforfeited accrued vacation through

the date of termination; and (c) any expenses, including relocation expenses not

reimbursed by the Company at the time of termination, which should be submitted

by the Executive within one (1) month of the time of termination, with

appropriate documentation, to the Chairman of the Board for review and prompt

payment, if warranted.

 

     g. All payments to the Executive described in this paragraph 7 shall be

paid directly to Executive or to an entity under his control, as Executive may

direct, in either case subject to the Company's deduction from all such payments

all applicable taxes and other appropriate deductions.

<PAGE>

 

     h. Granted Shares. In the event that this Agreement and the Executive's

employment with the Company terminates pursuant to paragraphs 7(a), (b), or (d)

herein above, the Executive shall retain his rights in respect of vesting of the

Granted Shares set forth in paragraph 6(b)(2)(a) herein above provided that,

other than in the case of the Executive's death, the Executive continues to

provide services to the Company (for example, in a consulting capacity or as a

continuing member of the Company's Board of Directors) at the time of each such

scheduled vesting date. In the event that this Agreement and the Executive's

employment with the Company terminates pursuant to paragraphs 7(e), subject to

the Executive's compliance with the restrictions set forth in paragraph 9 below,

any granted stock that is not vested as of the time of termination will continue

its eligibility to vest during the one (1) year period following termination. In

the Event that this Agreement and the Executive's employment with the Company

terminates pursuant to paragraph 7(c) and the Executive has resigned or been

removed as a member of the Company's Board of Directors, the Executive's rights

in respect of vesting of the Granted Shares set forth in paragraph 6(b)(2)(a)

shall lapse as of the latest date of such termination, resignation and/or

removal, pursuant to paragraph 6(b)(2)(b) and any unvested shares shall be

forfeited.

 

     i. Release by Executive: In consideration of the benefits provided under

this Agreement, the Executive agrees and covenants (i) to execute at the time of

his termination of employment a general release, in the form attached hereto as

Exhibit B (the "Release"), of any and all claims he may have or may believe he

has against the Company and/or its officers, directors, employees, shareholders,

agents and representatives; (ii) not to seek any recovery against the Company or

its officers, directors, employees, shareholders, agents or representatives for

any cause or reason related to or arising from his employment with the Company

or the termination thereof, other than a failure or refusal of the Company to

pay him (x) the benefits described in Sections 7b, 7d, or 7e hereof, and (y) the

benefits to which he is entitled subsequent to his termination of employment

pursuant to the terms of one or more of the Company's employee benefit plans.

 

     j. Release by Company: In consideration for the release and terms provided

under this Agreement, the Company, its successors and assigns, agrees and

covenants to execute at the time of the Executive's termination of employment a

general release, in the form attached hereto as Exhibit C (the "Release") to

completely release the Executive and all his successors and assigns, from any

and all claims, actions and causes of action, including those which the Company

has or might have concerning the employment relationship between the parties or

the termination of employment, up to the date of termination. All such claims

are forever barred by this Agreement and without regard as to whether those

claims are based upon any alleged breach of contract or covenant of good faith

and fair dealing; any alleged tortuous act resulting in physical injury,

emotional distress, or damage to reputation or other damages; or any other claim

or cause of action.

 

     8. Confidential Information And Assignment Of Inventions. The Executive

agrees to abide and be bound by the terms and conditions of the sections

entitled "Confidentiality" and "Assignment of Inventions" contained in that

certain Employee Confidentiality, Inventions, Non-Solicitation and

Non-Competition Agreement dated as of January 13, 2005 (the "Confidentiality

Agreement"). Said terms and conditions and any related definitions are

incorporated herewith by reference.

 

     9. Non-Competition And Non-Solicitation.

 

<PAGE>

 

     a. The Executive agrees and acknowledges that the Confidential Information

that he has received and will continue to receive from the Company and/or its

affiliates is valuable to the Company and/or its affiliates, and that its

protection and maintenance constitutes a legitimate business interest of Company

and/or its affiliates to be protected by the non-competition and

non-solicitation restrictions set forth herein, and that it would cause drastic

and irreparable harm to the Company and/or its affiliates were the Executive to

utilize or disclose any Confidential Information in competition with the Company

and/or its affiliates. The Executive agrees and acknowledges that the

non-competition and non-solicitation restrictions set forth herein are

reasonable and necessary to protect the above-described legitimate interests of

the Company and/or its affiliates and do not impose undue hardship or burdens on

the Executive. The Executive further agrees and acknowledges that the products

and services developed or provided by the Company and/or its affiliates are or

are intended to be sold, provided, licensed and/or distributed to customers and

clients in and throughout the world ("the Geographic Boundary"), and that the

Geographic Boundary, scope of prohibited competition, and time duration set

forth in the non-competition and non-solicitation restrictions set forth herein

are reasonable and necessary to maintain the value of the Confidential

Information of, and to protect the goodwill and other legitimate business

interests of, the Company and/or its affiliates.

 

     b. The Executive hereby agrees and covenants that he shall not, directly or

indirectly, in any capacity whatsoever, including, without limitation, as an

employee, employer, consultant, member, principal, partner, shareholder,

officer, director, agent, holder of financial interest, or any other individual

or representative capacity, in any individual, partnership, corporation, limited

liability company, association, trust, joint venture, unincorporated association

or government entity ("Person"), whether on the Executive's own behalf or on

behalf of any Person or entity or otherwise howsoever (other than as a holder of

not more than one percent (1%) of the combined voting power of the outstanding

stock of a publicly held company), during the Executive's employment with the

Company and for a period of one (1) year following after the termination or

cessation of this Agreement and of the Executive's employment with the Company

for any reason:

 

          (i) Directly or indirectly engage in, own, manage, operate, control,

be employed by, consult for, participate in, or be connected in any manner with

the ownership, management, operation or control of any business in competition

with the "business of the Company or its affiliates or their successors." The

"business of the Company or its affiliates or their successors" is defined as

the business of plasma fractionation or manufacturing, selling, researching,

distributing, marketing or otherwise conducting business in any way relating to

the development, manufacture, sale or distribution of plasma derivative

products, (except Peg-liposomal pdFVIII of Recoly) including, without

limitation, biological surgical or fibrin adhesives, whether the Company is

actually engaged in such business activities or has taken action to begin

engaging in such business activities, even if any related services or products

are not completed or ready for marketing or distribution, at the time that this

Agreement and the Executive's employment with the Company terminates.

 

          (ii) Directly or indirectly recruit, hire, induce, contact, entice,

divert or solicit; attempt to recruit, hire, induce, contact, entice, divert or

solicit; or cause to be recruited, hired, induced, contacted, enticed, diverted

or solicited, any employee, consultant or independent contractor of the Company

and/its affiliates to leave the employment or other relationship with the

Company and/or its affiliates for any reason, including, without limitation, for

the purposes of providing services to another Person, whether or not any such

 

<PAGE>

 

employee, consultant or independent contractor is party to an employment

agreement, consulting agreement, independent contractor agreement or other

agreement, provided however, that the Executive may hire or assist in hiring a

former employee, consultant or independent contractor of the Company and/or its

affiliates who terminated his/her employment, consulting or independent

contractor relationship with the Company and/or its affiliates, and unilaterally

approached the Company and/or its affiliates, entirely independent of any direct

or indirect involvement by the Executive.

 

          (iii) Directly or indirectly contact, call on, induce, divert, entice,

take away or solicit; attempt to contact, call on, induce, divert, entice take

away or solicit; or cause to be contacted, called on, induced, diverted,

enticed, taken away or solicited, any customer or client of the Company and/or

its affiliates, or any business or patronage enjoyed by the Company and/or its

affiliates, with whom or with which the Executive was involved or had a

relationship, or whose identity became known to the Executive, during or as a

result of his employment with the Company, for any purpose or reason related to

the business of the Company or its affiliates or their successors.

 

     c. If any of the restrictive covenants set forth in paragraph 9(b) of this

Agreement is held to be invalid, illegal or unenforceable (in whole or in part),

such restrictive covenant shall be deemed modified to the extent, but only to

the extent, of such invalidity, illegality or unenforceability, and a court of

competent jurisdiction shall have the power to modify, any such restrictive

covenant to the extent necessary to render such provision enforceable, and the

remaining restrictive covenant shall not be affected thereby.

 

     d. In the event of a violation of any of the restrictive covenants set

forth in paragraph 9(b) of this Agreement, if the Executive is prevented by a

court or arbitrator from committing any further violation, whether by a

temporary restraining order, injunction or otherwise, the time periods set forth

in paragraph 9(b) of this Agreement shall be computed by commencing the periods

on the date of the applicable court or arbitrators' order and continuing them

from that date for the full period provided.

 

     10. Dispute Resolution. The Executive and the Company agree that prior to

entering into a Dispute Resolution procedure as described below, they will

attempt in good faith to settle any such disputes amicably. Subject to paragraph

12(d) herein below, the Executive and the Company agree that any and all

disputes, controversies or claims, whether based on contract, tort,

discrimination, harassment, retaliation, or otherwise, relating to, arising

from, or connected in any manner with this Agreement or with the Executive's

employment with the Company (including, without limitation, the termination or

cessation of this Agreement and the Executive's employment with the Company),

shall be resolved exclusively through final and binding arbitration under the

auspices of the American Arbitration Association ("AAA") and in accordance with

the Commercial Arbitration Rules of the AAA. The arbitration shall be held in

the Borough of Manhattan, New York, New York. The arbitration shall be conducted

by a single arbitrator licensed to practice law. The arbitration shall be

commenced by filing a demand for arbitration within 60 days after the occurrence

of facts giving rise to any such dispute, controversy or claim. The arbitrator

shall have jurisdiction to determine any claim, including the arbitrability of

any claim, submitted to him/her. The arbitrator may grant any relief authorized

by law for any properly established claim. The costs of the arbitration shall be

borne by the Company. The interpretation and enforceability of this paragraph of

this Agreement shall be governed and construed in accord with the United States

Federal Arbitration Act, 9. U.S.C. Section 1, et seq. More specifically, the

parties agree to submit to binding such arbitration any and all claims for

unpaid salary,

 

<PAGE>

 

bonuses, benefits, stock options or stock incentives, or for alleged

discrimination, harassment, or retaliation arising under Sections 1981 through

1988 of Title 42 of the United States Code, the New York State Labor Law, Title

VII of the Civil Rights Act of 1964, the Americans With Disabilities Act of

1990, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Civil

Rights Act of 1871, the Age Discrimination in Employment Act of 1967 ("ADEA")

(as amended by the Older Workers' Benefits Protection Act ("OWBPA")), the Family

and Medical Leave Act, the Equal Pay Act, the Fair Labor Standards Act, the

Employee Retirement Income Security Act, the Rehabilitation Act of 1973, the

Immigration Reform and Control Act of 1986, the Sarbanes-Oxley Act of 2002, the

National Labor Relations Act, the Consolidated Omnibus Budget Reconciliation Act

of 1985, the New York State Labor Law, the New York State Equal Pay Law, the New

York State Human Rights Law, the New York State Executive Law, the

Administrative Code of the City of New York, the New York City Human Rights Law,

the Delaware Fair Employment Practices Law, and any other federal, state, or

local law, regulation, or ordinance, and any common law claims, claims for

breach of contract, or claims for declaratory relief. The Executive acknowledges

that the purpose and effect of this paragraph is solely to elect private

arbitration in lieu of any judicial proceeding he might otherwise have available

to him in the event of an employment-related dispute between him and the

Company. Therefore, the Executive hereby waives his right to have any such

dispute heard by a court or jury, as the case may be, and agrees that his

exclusive procedure to redress any employment-related claims will be

arbitration.

 

     11. Notice. For purposes of this Agreement, notices and all other

communications provided for in this Agreement or contemplated hereby shall be in

writing and shall be deemed to have been duly given when personally delivered,

delivered by a nationally recognized overnight delivery service or when mailed

via United States Certified or registered mail, return receipt requested,

postage prepaid, and addressed as follows:

 

          If to the Company (both addresses):

 

          Omrix Biopharmaceuticals, Inc.

          Chaussee de Waterloo, 200

          B-1640 Rhode St Genese

          Brussels, Belgium

          Telephone: + 32 2 3599123

          Facsimile  + 32 2 3599149

          Attention: Chairman of the Board

 

          Fredric Price

          Chairman of the Board

          64 Quarry Lane

          Bedford, New York 10506

          Telephone: +1 914-234-2268

          Facsimile: +1 914-234-6684

 

          If to the Executive (both addresses):

 

          Robert Taub

          37, Avenue des Eglantiers

          B-1180

          Brussels, Belgium

 

<PAGE>

 

          20 West 64th Street, Apt 30R

          New York, New York 10023

          U.S.A.

 

     12. Miscellaneous.

 

     a. Telephones, stationery, postage, e-mail, the internet and other

resources made available to the Executive by the Company, are solely for the

furtherance of the Company business.

 

     b. All construction and interpretation of this Agreement shall be governed

by and construed in accord with the internal laws of the State of Delaware,

without giving effect to that State's principles of conflicts of law.

 

     c. The Executive and the Company agree that any provision of this Agreement

deemed unenforceable or invalid may be reformed to permit enforcement of the

objectionable provision to the fullest permissible extent. Any provision of this

Agreement deemed unenforceable after modification shall be deemed stricken from

this Agreement, with the remainder of the Agreement being given its full force

and effect.

 

     d. The Company shall be entitled to equitable relief, including injunctive

relief and specific performance as against the Executive, for the Executive's

threatened or actual breach of paragraphs 8 or 9 of this Agreement, as money

damages for a breach thereof would be incapable of precise estimation,

uncertain, and an insufficient remedy for an actual or threatened breach of

paragraphs 8 or 9 of this Agreement. The Executive and the Company agree that

any pursuit of equitable relief in respect of paragraphs 8 or 9 of this

Agreement shall have no effect whatsoever regarding the continued viability and

enforceability of paragraph 11 of this Agreement.

 

     e. Any waiver or inaction by the Company for any breach of this Agreement

shall not be deemed a waiver of any subsequent breach of this Agreement.

 

     f. The Executive and the Company independently have made all inquiries

regarding the qualifications and business affairs of the other which either

party deems necessary. The Executive affirms that he is knowledgeable and

sophisticated as to business matters, including the subject matter of this

Agreement, and has read and fully understands this Agreement's meaning and

legally binding effect. The Executive further affirms that, prior to assenting

to the terms of this Agreement, he had been provided with a reasonable time to

review it, consult with counsel of his own choice, and to negotiate at arm's

length with the Company as to the contents of the Agreement. The Executive

further affirms that each party has participated fully and equally in the

negotiation and drafting of this Agreement, that the provisions in this

Agreement represents accurately the expression of their mutual intent, and that

he has entered into this Agreement freely and voluntarily and without pressure

or coercion from anyone. Each party assumes the risk of any misrepresentation or

mistaken understanding or belief relied upon by him or it in entering into this

Agreement.

 

     g. The Company and the Executive agree that the Executive's obligations to

the Company during the Executive's employment with the Company, as well as any

other obligation of the Executive under this Agreement, may be assigned to any

successor in interest to the Company or any division or affiliate of the Company

in its sole discretion and without additional consideration or prior notice to

the Executive, but that nothing requires the

 

<PAGE>

 

Company to do so. The Executive's obligations under this Agreement are personal

in nature and may not be assigned by the Executive to any other person or

entity.

 

     h. The Company and the Executive acknowledge and agree that future

alterations to the Executive's work hours, number of subordinate employees,

sales or promotional budgets, or with businesses affiliated with the Company, or

similar changes or alterations may occur periodically during the Executive's

employment with the Company. The Company and the Executive agree that the

Company, in its sole discretion, may implement material alterations or

adjustments in the areas described above for any or no reason and that any such

action shall not constitute a breach of this Agreement so long as the Company

continues to perform its obligations as provided by this Agreement.

 

     i. This instrument (including the Exhibits hereto) constitutes the entire

Agreement between the parties regarding its subject matter. This Agreement

supersedes and nullifies all prior or contemporaneous conversations,

negotiations, or agreements, oral and written, regarding the subject matter of

this Agreement and the Executive's employment with the Company, including,

without limitation, the Former Employment Agreement and the Consulting

Agreement, dated as of January 13, 2005, between the Company and the Executive,

and each pre-existing agreement is hereby terminated in its entirety, except for

the following agreements: (i) that certain "Stockholders' Agreement By and Among

Omrix Pharmaceuticals, Inc. and the Common Stockholders Listed on Exhibit A

Hereto" dated as of January 13, 2005; (ii) that certain "Investors' Rights

Agreement By and Among Omrix Pharmaceuticals, Inc. and the Common Stockholders

Listed on Exhibit A Hereto" dated as of January 13, 2005; (iii) the Company's

1998 Stock Incentive Plan; (iv) the Company's 2004 Equity Incentive Plan and any

successor plan; and (v) that certain "Director Indemnification Agreement"

between the Company and the Executive dated as of January 13, 2005. In any

future construction of this Agreement, this Agreement should be given its plain

meaning. This Agreement may only be amended by a writing signed by the Company

and the Executive.

 

     j. This Agreement may be executed in counterparts, a counterpart

transmitted via facsimile, and all executed counterparts, when taken together,

shall constitute sufficient proof of the parties' entry into this Agreement. The

parties agree to execute any further or future documents which may be necessary

to allow the full performance of this Agreement. This Agreement contains

headings for ease of reference. The headings have no independent meaning.

 

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, to be

effective as of the date first above written.

 

 

                                        By: /s/ Robert Taub

                                            ------------------------------------

                                            ROBERT TAUB

 

 

                                        OMRIX BIOPHARMACEUTICALS, INC.

 

 

                                        By: /s/ Fredric Price

                                            ------------------------------------

                                        Name: Fredric Price

                                        Title: Chairman of the Board

<PAGE>

 

EXHIBIT A

 

The Company acknowledges that the Executive maintains the following ownership

interests and investments and may as a result serve as a member of the board of

directors of the entities listed below: (i) ownership of the controlling

interest in Romata Holding AG, a Swiss holding corporation having no employees

that is the sole shareholder of Recoly N.V.; (ii) ownership of the controlling

interest in Recoly, N.V., a Netherlands Antilles holding corporation having no

employees that is the sole shareholder of Opperbas Holding B.V.; (iii) ownership

of the controlling interest in Opperbas Holding B.V., a Netherlands corporation

engaged in ownership of intellectual property and related licensing and research

and development activities and a party to a funding agreement with Omri

Laboratories, Ltd. for the financing of the research activities of Omri

Laboratories, Ltd.; (iv) ownership of the controlling interest in Omri

Laboratories, Ltd., an Israeli corporation engaged in the ownership of patents

and patent applications and developing proprietary technologies and

pharmaceuticals, including encapsulation of macromolecules in liposomes,

sustained release of sensitive proteins formulated with liposomes, formulation

of factor VIII (both plasma-derived and recombinant) with liposomes to improve

the pharmacokinetics of factor VIII, gene therapy by liposome-encapsulated DNA

such as hemophilia A gene therapy as well as gene transfer into internal organs,

and induction of tolerance to liver allograft by liposome mediated gene

transfer, with plans to develop these technologies and products to a certain

stage before partnering; (v) ownership of the controlling interest of

Zilip-Pharma B.V., a subsidiary of Recoly N.V. and any employment or other

business relationship with such entity; (vi) ownership as a Passive Investment

without regard to the dollar amount thereof, of (I) an equity investment in

Genaissance Pharmaceuticals, Inc., a Delaware corporation listed on the NASDAQ

stock market engaged in product development based on pharmacogenomic technology

and which has entered into a merger agreement with Clinical Data, Inc. ("CDC")

pursuant to which it will become a wholly-owned subsidiary of CDC and (II) upon

the consummation of such merger, the securities of CDC received in such merger,

and (vii) ownership of approximately 30% of the outstanding shares, and service

on the board of directors of, Cryonic-Medical S.A., a French company engaged in

the field of cold therapy.

 

<PAGE>

 

EXHIBIT B

 

                                RELEASE AGREEMENT

 

THIS RELEASE, entered into this [___] day of [___] 2006, by Robert Taub,

residing at [_____________] (hereinafter referred to as the "Executive").

 

                                   WITNESSETH:

 

WHEREAS, the Executive and Omrix Biopharmaceuticals, Inc., a corporation

existing under the laws of Delaware and having its principal offices in

Brussels, Belgium and having registered offices in Wilmington, Delaware

(hereinafter referred to as "Omrix"), entered into an employment agreement (the

"Employment Agreement") dated as of [October 1, 2005], pursuant to Section 7i of

which the Executive agreed and covenanted, upon a termination of employment, to

execute a general release of any and all claims he may have or may believe he

has against Omrix and/or its officers, directors, employees, shareholders,

agents and representatives; and

 

WHEREAS, the employment of the Executive was terminated as of [___], pursuant to

Section [___] of the Employment Agreement;

 

NOW, THEREFORE, in consideration of the benefits to be provided to the Executive

pursuant to the Employment Agreement, it is agreed as follows:

 

     1. The Executive voluntarily, knowingly and willingly releases and forever

     discharges Omrix, its parents, subsidiaries and affiliates, together with

     their respective officers, directors, partners, shareholders, employees and

     agents, and each of their predecessors, successors and assigns, from any

     and all charges, complaints, claims, promises, agreements, controversies,

     causes of action and demands of any nature whatsoever which against them

     the Executive or his executors, administrators, successors or assigns ever

     had, now have or hereafter can, shall or may have by reason of any matter,

     cause or thing whatsoever arising prior to the time the Executive signs

     this agreement.

 

     2. The release being provided by Executive in this agreement includes, but

     is not limited to, any rights or claims relating in any way to the

     Executive's employment relationship with Omrix, or the termination thereof,

     or under any statute, including the federal Age Discrimination in

     Employment Act, Title VII of the Civil Rights Act, the Americans with

     Disabilities Act, or any other federal, state or local law or judicial

     decision.

 

     3. By signing this agreement, the Executive represents that he has not and

     will not in the future commence any action or proceeding arising out of the

     matters released hereby, and that he will not seek or be entitled to any

     award of legal or equitable relief in any action or proceeding that may be

     commenced on his behalf.

 

     4. The Executive acknowledges that Omrix has hereby advised him to consult

     with an attorney of his choosing prior to signing this agreement. The

     Executive represents that he has had the opportunity to review this

     agreement and, specifically, the release in paragraph 1, with an attorney

     of his choice. The Executive also agrees that he has entered into this

     agreement freely and voluntarily.

 

     5. The Executive acknowledges that he has been given at least twenty-one

     days to consider the terms of this agreement. Furthermore, once he has

     signed this

 

<PAGE>

 

     agreement, the Executive shall have seven additional days from the date of

     signing this agreement to revoke his consent hereto. The agreement will not

     become effective until seven days after the date the Executive has signed

     it, which will be the effective date of this agreement.

 

IN WITNESS WHEREOF, the Executive has executed this release agreement as of the

date first set forth above.

 

                                         ---------------------------------------

                                         Executive

 

 

                                         OMRIX PHARMACEUTICALS, INC.

 

 

                                         By:

                                             -----------------------------------

                                         Title:

                                                --------------------------------

 

 

--------------------------------------

WITNESS:

 

<PAGE>

 

EXHIBIT C

 

                               RELEASE AGREEMENT

 

     THIS RELEASE, entered into this [___] day of [_________] 2006, by Omrix

Biopharmaceuticals, Inc. a Delaware corporation having registered offices in

Wilmington, Delaware (hereinafter referred to as the "Company").

 

                                   WITNESSETH:

 

     WHEREAS, the Executive and Omrix Biopharmaceuticals, Inc., a corporation

existing under the laws of Delaware and having registered offices in Wilmington,

Delaware (hereinafter referred to as "Omrix"), entered into an employment

agreement (the "Employment Agreement") dated as of [______], pursuant to Section

7j of which the Company agreed and covenanted, upon a termination of employment,

to execute a general release of any and all claims it may have or may believe it

has against the Executive and all his successors and assigns; and

 

WHEREAS, the employment of the Executive was terminated as of [___], pursuant to

Section [___] of the Employment Agreement;

 

NOW, THEREFORE, in consideration of the benefits to be provided to the Executive

pursuant to the Employment Agreement, it is agreed as follows:

 

     1. The Company, its parents, subsidiaries and affiliates, together with

     their respective officers, directors, partners, shareholders, employees and

     agents, and each of their predecessors, successors and assigns,

     voluntarily, knowingly and willingly releases and forever discharges the

     Executive and all his executors, administrators, successors and assigns,

     from any and all charges, complaints, claims, promises, agreements,

     controversies, causes of action and demands of any nature whatsoever which

     against him the Company, its parents, subsidiaries and affiliates, together

     with their respective officers, directors, partners, shareholders,

     employees and agents, and each of their predecessors, successors and

     assigns ever had, now have or hereafter can, shall or may have by reason of

     any matter, cause or thing whatsoever arising prior to the time the

     Executive signs this agreement.

 

     2. The release being provided by the Company in this agreement includes,

     but is not limited to, any rights or claims relating in any way to the

     Executive's employment relationship with Omrix, or the termination thereof,

     or under any statute, including the federal Age Discrimination in

     Employment Act, Title VII of the Civil Rights Act, the Americans with

     Disabilities Act, or any other federal, state or local law or judicial

     decision.

 

     3. By signing this agreement, the Company represents that it has not and

     will not in the future commence any action or proceeding arising out of the

     matters released hereby, and that it will not seek or be entitled to any

     award of legal or equitable relief in any action or proceeding that may be

     commenced on its behalf.

 

IN WITNESS WHEREOF, the Company has executed this release agreement as of the

date first set forth above.

 

<PAGE>

 

 

                                         By:

                                             -----------------------------------

                                             Executive of Omrix

                                             Biopharmaceuticals, Inc.

                                         Title:

                                                --------------------------------

 

 

                                         OMRIX BIOPHARMACEUTICALS, INC.

 

 

                                         Executive:

                                                    ----------------------------

 

 

--------------------------------------

WITNESS:

</TEXT>

</DOCUMENT>