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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July
24, 2024
ENZO BIOCHEM, INC.
(Exact name of registrant as specified in its charter)
New York |
001-09974 |
13-2866202 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
21 Executive Blvd.
Farmingdale, New York 11735
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (631) 755-5500
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
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ENZ |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2024, the Compensation
Committee (the “Committee”) of the board of directors (the “Board”) of Enzo Biochem, Inc. (the “Company”)
approved an employment agreement, effective as of June 3, 2024, with Patricia Eckert, Chief Financial Officer of the Company (the “CFO
Agreement”).
Under the CFO Agreement, Ms.
Eckert’s annual base salary increased from $275,000 to $300,000, effective as of June 3, 2024, and she is entitled to receive a
sign-on equity grant (the “Equity Grant”) of options to purchase 100,000 shares of the Company’s common stock at an
exercise price equal to $2.00 per share, subject to the terms and conditions of the Company’s 2011 Amended and Restated Incentive
Plan. The options will have a five-year term and vest in equal annual installments over three years, commencing on the first anniversary
of the grant date, provided Ms. Eckert remains employed in good standing on any such vesting date. In addition, Ms. Eckert remains eligible
to receive (i) an annual discretionary bonus and (ii) an annual equity grant, as determined by the Board in its sole discretion. Ms. Eckert
also remains eligible to receive reimbursement for reasonable business expenses and to participate in customary employment benefits.
The foregoing description of the CFO
Agreement is not complete and is qualified in its entirety by reference to full text of the CFO
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ENZO BIOCHEM, INC. |
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By: |
/s/ Patricia Eckert |
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Name: |
Patricia Eckert |
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Title: |
Chief Financial Officer |
Date: July 25, 2024 |
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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”),
dated as of June 03, 2024 (the “Effective Date”), is made between Enzo Biochem, Inc., a New York corporation, with
its principal office at 21 Executive Boulevard, Farmingdale, New York 11735 (the “Company”) and Patricia Eckert (the
“Executive”) (each individually a “Party”, and collectively the “Parties”).
Whereas,
Executive is currently a full-time employee of the Company; and
Whereas,
the Company desires for Executive to continue to provide services to the Company, and wishes to provide Executive with certain compensation
and benefits in return for such employment services; and
Whereas,
Executive wishes to continue to be employed by the Company and to provide personal services to the Company in return for certain compensation
and benefits;
Now,
Therefore, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1.
Employment by the Company.
1.1
Term. The Executive’s employment pursuant to this Agreement commenced on the Effective Date, and shall continue until
terminated in accordance as provided in Section 4 (the “Term”). Subject to the terms contained herein, Executive’s
employment shall be “at-will” and may be terminated by either side, with or without notice.
1.2
Position. Executive shall serve as the Company’s Chief Financial Officer (“CFO”). During Executive’s
employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business
time and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities
permitted by the Company’s general employment policies.
1.3
Duties and Location. Executive shall report to the Company’s Chief Executive Officer (“CEO”), and shall perform
the services, duties and responsibilities that may be assigned to her by the CEO and/or that are consistent with Executive’s position
of CFO, including but not limited to: (i) asset management; (ii) financial planning and analysis, with a focus on driving the business
to unlock further value; (iii) financial reporting and financial controls; and (iv) such other services, duties or responsibilities as
may otherwise be required to effectively perform Executive’s position of CFO. Executive’s primary office location shall be
the Company’s office located in Farmingdale, New York. The Company reserves the right to reasonably require Executive to perform
Executive’s duties at places other than Executive’s primary office location from time to time, and to require business travel.
1.4
Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies
and practices of the Company. Executive shall at all times comply with all applicable laws, rules, and regulations, including those promulgated
by regulatory and self-regulatory authorities, securities exchanges, and domestic and foreign agencies and authorities, as well as the
Employee Handbook, the Compliance Manual, and any other internal policies and procedures established by the Company and made available
to employees generally.
2.
Compensation.
2.1
Salary. For services to be rendered hereunder while Executive is employed by the Company, Executive shall receive a base salary
of no less than $300,000 per year (the “Base Salary”), subject to standard payroll deductions and withholdings and
payable in accordance with the Company’s regular payroll schedule. Executive’s Base Salary shall be reviewed on an annual
basis with increases approved by the Board on notice to the Executive.
2.2
Annual Bonus. Executive will be eligible for an annual discretionary bonus (the “Annual Bonus”), which will
be based on a fiscal year basis (the “Bonus Period”). Executive’s target for each Annual Bonus shall be up to
50% of Executive’s Base Salary (“Target”). Whether Executive receives an Annual Bonus for any Bonus Period will
be determined by the Board or the compensation committee thereof in its sole discretion. The Annual Bonus will be paid when bonuses are
paid to similarly situated executives, which shall be prior to seventy-five (75) days following the conclusion of the Bonus Period.
2.3
Sign-On Equity Grant. Subject to the approval of the Board and pursuant to the Company’s 2011 Amended and Restated Incentive
Plan, as amended or replaced (the “Plan”), Executive will receive 100,000 shares (“Options”) of the Company’s
common at stock at a strike price of $2.00 per share (the “Option Grant”). The Option Grant shall vest in equal one-third
annual increments, with the first vesting on the first anniversary of the grant date provided Executive remains employed in good standing
on any such vesting date, and in all cases subject to the terms of the Plan.
2.4
Annual Equity Grant. For each year of employment during the Term, pursuant to the Plan, as hereinafter amended, restated, or
replaced, Executive shall receive grants thereunder in an amount and pursuant to terms as determined by the Board in its sole discretion.
Each annual grant provided hereunder, if any, shall vest on terms as provided by the Company and shall be subject to the terms of the
Plan, the execution of which by Executive is required for any such grant. Notwithstanding the foregoing, nothing herein requires the Board
to make any grant under the Plan or otherwise.
3.
Company Benefits. During the Term, Executive shall be eligible to participate in all employee benefit programs for which Executive
is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to
its senior-level employees including medical and dental insurance, life and disability insurance, and participation in the Company’s
401(k) retirement plan. During the Term, Executive shall further receive paid vacation and a car allowance as determined by the Company
in its sole discretion. The Company reserves the right to cancel or change the benefit plans or programs it offers to the Executive at
any time; provided, however, that any such change shall be across the board changes similarly affecting the eligibility requirements of
all senior-level employees of the Company.
4.
Termination of Employment; Severance.
4.1
Employment. During the Term, either Executive or the Company may terminate Executive’s employment relationship at any
time, provided, however, that if Executive resigns during the Term, Executive shall provide no less than ninety (90) days’ advance
written notice of any such termination (the “Notice Period”). During the Notice Period, Executive shall remain an employee
of the Company, and shall continue to receive Base Salary, but no other compensation. The Company may elect to have Executive not report
to work for all or any portion of such Notice Period. The Company shall have the right, at its sole discretion, to accelerate Executive’s
termination date to any date subsequent to receiving written notice from Executive, and thus conclude the Notice Period. In the event
of termination for any reason, Executive shall resign from all positions and terminate any relationships as an employee, advisor, officer
or director with the Company and any of its affiliates, each effective on the date of termination.
4.2
Termination Without Cause or With Good Reason
a.
The Company may terminate Executive’s employment with the Company at any time with or without Cause (as defined below)
during the Term.
b.
If Executive’s employment is terminated by the Company without Cause, or if Executive terminates her employment with
Good Reason and complies with the Notice Period requirements set forth in Section 4.1 above, the Company shall pay Executive, as severance,
(x) the equivalent of six (6) months of Executive’s Base Salary and Executive’s portion of the premium to continue health
insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), (y) if the termination
date occurs subsequent to the conclusion of the fiscal year but prior to the payment of the Annual Bonus to which the fiscal year relates,
such Annual Bonus, as computed in accordance with Section 2.2 above, and (z) the Annual Bonus for the Bonus Period in which the termination
occurs at the Target level; all of which payments shall be subject to standard payroll deductions and withholdings (the “Severance”).
The Severance will be paid as a continuation on the Company’s regular payroll, beginning no later than the first regularly-scheduled
payroll date following the sixtieth (60th) day after Executive’s Separation from Service (as defined below), provided the Separation
Agreement (as discussed in Section 5) has become effective and further provided that the Bonus components under (y), if any, and (z) shall
be paid in a lump sum on the sixtieth day after Executive’s Separation from Service.
c.
Any stock options held by Executive as of the Effective Date of the Agreement or hereinafter granted shall immediately vest
upon a termination of Executive’s employment without Cause or with Good Reason, or as a result of a Change in Control, subject to
any other terms as provided in the Plan. Furthermore, all RSUs shall become unrestricted immediately upon termination without Cause or
with Good Reason or Change in Control.
d.
For purposes of this Agreement, “Cause” for termination will mean: (a) commission of any (i) felony or (ii)
crime involving fraud, dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of
the duty of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure or refusal by Executive to perform any material duties
hereunder or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company; (e)
willful misconduct, gross negligence, or other material violation of a material Company policy or code of conduct that causes an adverse
effect upon the Company; or (f) breach of any written agreement with the Company (including this Agreement). Prior to any termination
for Cause under section (c), (e), or (f), the Board shall provide Executive by written notice with ten (10) calendar days to cure same,
provided any such actions underlying Cause are determined by the Board to be curable. Any determination of Cause hereunder shall be made
by the Board in its good faith discretion, which shall only be made by the Board and, to the extent deemed practicable by the Board, after
providing the Executive an opportunity to respond to any determination or allegation of Cause.
4.3
For purposes of this Agreement, “Good Reason” for termination will mean: (i) material diminution of the
Executive’s title or duties below that of the level of a Chief Financial Officer; (ii) a significant reduction in Executive’s
Base Salary; (iii) the Company requiring Executive to work on a full-time basis outside of the state of New York; or (iv) a material and
uncured breach by the Company of any provision of this Agreement; provided that Executive shall give written notice to the Company within
ninety (90) days following the occasion of any allegation of Good Reason, and the Company shall have thirty (30) days to cure same. In
the event such occurrence is not cured, then Executive may terminate Executive’s employment for Good Reason hereunder within ninety
(90) days from the end of the cure period. The Executive’s continued employment prior to the conclusion of the ninety (90) day period
stated in the preceding sentence shall not constitute consent to, or waiver of rights with respect to, any act or failure to act by the
Company constituting “Good Reason” hereunder, if not cured in the preceding thirty-day period.
4.4
For the purposes of this Agreement, “Change
in Control” shall mean, in respect of the Company or Operating Subsidiary of the Company, any of (i) the beneficial ownership
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing
more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under
an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders
of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially
own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or
more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger
(or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior
to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an
entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least
50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately
prior to the sale or disposition, in substantially the same proportion as their ownership of the Company. “Operating Subsidiary”
shall mean, a major division of the Company through which the parent Company directly or indirectly conducts a portion of its business,
or company assets.
4.5
Termination for Any Other Reason. Upon a termination for any reason other than without Cause or with Good Reason, then upon
Executive’s termination date all payments of compensation by the Company to Executive hereunder will terminate immediately (except
as to amounts already earned), and Executive will not be entitled to any Severance.
5.
Conditions to Receipt of Severance Benefits. In order to receive any Severance Benefits, the termination of Executive’s
employment must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without
regard to any alternative definition thereunder, a “Separation from Service”), and Executive must be in compliance
with the terms of this Agreement. Further, the receipt of the Severance Benefits will be conditioned on Executive signing, not revoking,
and complying with a separation agreement and release of claims in a form provided by the Company (the “Separation Agreement”).
No Severance Benefits will be paid or provided until the Separation Agreement becomes effective.
6.
Section 409A. It is intended that all of the Severance and other payments payable under this Agreement satisfy, to the greatest
extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5)
and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the
extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For
purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s
right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated
as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered
a separate and distinct payment.
7.
Restrictive Covenants
7.1
Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below,
which definitions shall apply to both the singular and the plural forms of such terms:
i.
“Confidential Information” “Confidential Information” shall be given its broadest possible
interpretation and shall mean any and all non-public, proprietary information of the Company, its affiliates, subsidiaries, and parents
(each, a “Company Entity”, and collectively, “Company Entities”), including without limitation:
(i) financial and business information relating to any Company Entity, such as information with respect to costs, fees, profits, revenues,
markets, mailing/client lists, strategies and plans for future business, new business, product or other development, potential acquisitions
or divestitures and new marketing ideas; (ii) product and technical information relating to any Company Entity, such as software, software
codes, computer models and research and development projects; (iii) customer or investor information, such as the identity of any Company
Entity’s clients or investors, the names of representatives of Company Entity customer or investors responsible for entering into
contracts with a Company Entity, the amounts paid by such investors or customers to any Company Entity, specific customer or investor
needs and requirements, specific customer or investor risk characteristics, and specific customer or investor preferences; (iv) personnel
information, such as the identity and number of any Company Entity’s other employees and officers, their salaries, bonuses, benefits,
skills, qualifications, and abilities; (v) any and all information in whatever form relating to any customer or prospective customer of
a Company Entity, including but not limited to its business, employees, operations, systems, assets, liabilities, finances, products,
and marketing, selling and operating practices; (vi) any information related to any security system of any Company Entity or any of employees,
(vii) any and all information pertaining to the business and or personal affairs of the Company’s partners, members and employees,
including but not limited to their personal lives, characteristics, opinions, ideas, conduct, habits or background or their business or
financial condition, affairs, dealings or operations or their personal database, personal photographs or videotapes, purchases, travel
itineraries, social interactions, tax information, emails, private conversations, phone calls and correspondence; (viii) any information
not included in (i) through (vii), above, which the Executive knows or should know is subject to a restriction on disclosure or which
the Executive knows or should know is considered by any Company Entity’s clients or prospective clients to be confidential, sensitive,
proprietary, or a trade secret or is not readily available to the public; or (ix) intellectual property, including inventions and copyrightable
works. Confidential Information is not generally known or available to the general public, but has been developed, compiled, or acquired
by the Company at its effort and expense. Confidential Information can be in any form, including but not limited to verbal, written, or
machine readable, including electronic files. By way of example but not limitation of the foregoing, Confidential Information may be acquired
by observing documents, things, people or events, by direct communication with clients or others or by overhearing conversations in person
or over the telephone or otherwise. “Confidential Information” shall not include information that has become generally available
to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company.
ii.
“Restricted Period” from the Start Date through the twelvemonth anniversary of Executive’s Termination
Date.
iii.
“Person” means any individual or any corporation, partnership, joint venture, limited liability company,
association or other entity or enterprise.
iv.
“Restricted Business” means any person, business, entity, organization or group within a larger firm that
engages in, or plans to engage in, (i) those parts of the business of the Company and any Company Entity with which you were involved
during the employment or about which you received Confidential Information, or (ii) any business activity which the Company or any Company
Entity was actively planning to engage in as of the Termination Date;
v.
“Restrictive Covenants” means the covenants contained in this Section 7.
vi.
“Termination” means the termination of Executive’s employment with the Company, for any reason, whether
with or without Cause, upon the initiative of either party.
vii.
“Termination Date” means the date of Executive’s Termination.
viii.
“Work Product” means all memoranda, summaries, written work product, business plans, formulas, recipes,
inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information
(whether patentable or not) that are based upon Confidential Information and that are conceived, developed or made by Executive during
her employment.
7.2
Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or
indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than the Company, or reveal,
divulge, or disclose any Confidential Information to any Person not expressly authorized by the Company to receive such Confidential Information.
This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information.
Executive further agrees that he shall fully cooperate with the Company in maintaining the Confidential Information to the extent permitted
by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights
or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices.
Anything herein to the contrary notwithstanding, Executive shall not be restricted from: (i) disclosing information that is required to
be disclosed by law, court order or other valid and appropriate legal process: provided, however, that in
the event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company
may seek an appropriate protective order prior to any such required disclosure by Executive; or (ii) reporting possible violations of
federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under
the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the
Company to make any such reports or disclosures and shall not be required to notify the Company that Executive has made such reports or
disclosures. Notwithstanding anything in the foregoing to the contrary, in accordance with the Defend Trade Secrets Act of 2016, Executive
will not be criminally or civilly liable for disclosing a trade secret if it was disclosed: (1) to any government official or attorney
in confidence directly or indirectly for the sole purpose of reporting or investigating a suspected violation of law; (2) in a complaint
or other document filed in a lawsuit or other proceeding if filed under seal; or (3) to an attorney or used in a court proceeding in a
retaliation lawsuit if any document containing a trade secret is filed under seal and is not disclosed except pursuant to court order.
7.3
Non-Competition. The Executive acknowledges and agrees that solely by reason of employment by the Company, the Executive
has and will come into contact with a significant number of the Company’s customers and prospective customers and have access to
Confidential Information (as defined herein) and trade secrets relating thereto, including those regarding the Company’s clients,
prospective clients, proprietary business models and strategies, and related information. Consequently, the Executive covenants and agrees
that during the Restricted Period, Executive shall not directly or indirectly, an individual proprietor, partner, stock-holder, officer,
employee, director, joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder of not more than three
percent (3%) of the total outstanding stock of a publicly held company), engage in the Restricted Business.
7.4
Non-Solicitation. Executive agrees that, during the Restricted Period, he shall not, directly or indirectly, in her
own capacity or through any other entity or person: (i) solicit, persuade or induce any investor of the Company to terminate, reduce,
disrupt or refrain from renewing or extending its contractual or other relationship with the Company in regard to the purchase of products
or services, procured, performed, manufactured, marketed, or sold, by the Company; (ii) in any way interfere with the relationship between
any such investor, client, supplier, licensee, licensor, franchisee or business relation of the Company and/or any of its affiliates;
(iii) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the Company and/or any of
its affiliates, or in any way interfere with the relationship between the Company and/or any of its affiliates on the one hand and any
employee thereof on the other hand; or (iv) solicit to hire (other than through general advertisements for employment not directed at
employees of the Company or any of its affiliates) or hire any person who was an employee of any of the Company or any of its affiliates
at any time during the one (1) year preceding such solicitation.
7.5
Non-Disparagement. Executive agrees that, at any time hereinafter, Executive will not do or say anything, including
but not limited to communicating on the internet (including but not limited to any posting or reference on any social networking site),
or via e-mail, telephone, face-to-face communication, or otherwise, that (i) criticizes or disparages the Company or its products or services;
(ii) disrupts or impairs the normal, ongoing business operations of Company, or any member of the Company Group; or (iii) harms the business
reputation of Company or the Company Group with its employees, customers, suppliers, contractors or the public. Executive will not discuss
any information (whether confidential or not) about the Company with any reporter, author, producer, or similar person or entity, or take
any other action seeking to publicize or disclose any such information in any way likely to result in such information being made available
to the general public in any form, including books, articles or writings of any kind, as well as film, videotape, audiotape or any other
medium or as commonly provided on a resume. Executive acknowledges and agree that these prohibitions extend to statements, written or
verbal, made to anyone and includes statements made via social media including on blogs or social networking sites, including but not
limited to Facebook, LinkedIn, or Twitter. Neither the Board nor the Company or any of its affiliates shall authorize any disparaging
comments about Executive. Notwithstanding the foregoing, nothing in this Section shall prevent either Executive, the Board or the Company
or any of its affiliates from making any truthful statement to the extent necessary with respect to any legal claim, litigation, arbitration,
or mediation involving this Agreement, including, but not limited to, enforcement of this Agreement or as required by law or by any court,
arbitrator, mediator, or administrative or legislative body with actual or apparent jurisdiction to order such person to disclose or make
accessible such information.
7.6
Return of Materials. Executive agrees that she will not retain or destroy (except as set forth below), and will immediately
return to the Company on or, if specifically requested, prior to the Termination Date, or at any other time the Company requests such
return, any and all Company property, including Confidential Information and all other documents, materials, information, and property,
including but not limited to memoranda, letters, notes, plans, reports, analyses, recaps, jump drives, disks, tapes, journals, notebooks,
and any Company-provided computer, cell phone, Blackberry, beeper, keys, key fob, security card, phone card, credit cards, computer user
name and password, and/or voicemail code, all other files and documents relating to the Company and its business (regardless of form,
but specifically including all electronic files and data of the Company). Executive will not make, distribute, or retain copies of any
such information or property. Executive agrees that the ownership and right of control of all programs, databases, electronic files, reports,
records and supporting documents prepared by, for or on behalf of Executive in connection with the performance of Executive’s duties
during her employment are vested exclusively in the Company and remain the exclusive property of the Company.
7.7
Inventions. Executive acknowledges and agrees that any and all Work Product, products, improvements, and inventions
or creations conceived or made by Executive during the period of Executive’s employment with the Company relating to the activities
or business of the Company or the Company Group are the sole and exclusive property of the Company or its nominee. Executive shall promptly
disclose any Work Product to the Company and perform all acts and things and sign whatever documents and agreements are necessary to confirm
and vest the entire right, title and interest in such Work Product in the Company, including copyright assignments, patent applications
and other documents and papers. Any assignment of Work Product includes all rights of attribution, paternity, integrity, modification,
disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,”
“artist’s rights,” “droit moral” or the like (collectively, “Moral Rights”). To the extent
that Moral Rights cannot be assigned under applicable law, Executive hereby waives and agrees not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. Executive agrees
to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights
in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights
relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which
the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable,
waive and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns
and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto. Executive hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as Executive’s agent and attorney-in-fact, to act for and in Executive’s behalf and stead
to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution,
issuance, maintenance or transfer of patent, copyright, mask work and other registrations related to such Work Product. These obligations
shall be binding upon Executive and Executive’s heirs, assigns, executors, administrators, agents or other legal representatives.
Executive may not use, disclose to third parties or otherwise retain any such works or inventions, without the prior written permission
of the Company.
7.8
Cooperation. The Executive shall cooperate with the Company and its counsel in connection with any litigation or regulatory
or self-regulatory inquiry, investigation or proceeding relating to activities of Executive, or by activities of others of which the Executive
may have knowledge, and this obligation shall survive the termination of this Agreement. The Company shall reimburse the Executive for
reasonable out-of-pocket travel and other reasonable incidental expenses (other than legal expenses unless such legal expenses are requested
by the Executive as a result of divergent interests between Executive and the Company, and approved by the Board in writing) incurred
as a result of the Executive’s cooperation pursuant to the immediately preceding sentence.
7.9
Exceptions. Nothing in this Agreement shall limit the rights of any government agency or any party’s right of
access to, participation or cooperation with any government agency. Notwithstanding anything to the foregoing, nothing herein, or in any
other agreement or policy, shall limit Executive’s right under applicable law to file a charge or complaint with the U.S. Equal
Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities
and Exchange Commission, or any other federal, state or local governmental agency or commission (“Government Agencies”).
Executive further understands that this Agreement does not limit her ability to communicate with any Government Agencies or otherwise
participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other
information, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information
provided to any Government Agencies.
7.10
Enforcement of Restrictive Covenants.
i.
Rights and Remedies Upon Breach. The parties specifically acknowledge and agree that the remedy at law for any breach
of the Restrictive Covenants will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive
Covenants, the Company shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin,
preliminarily and permanently, Executive from violating or threatening to violate the Restrictive Covenants and to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive
Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company.
ii.
Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Restrictive Covenants
is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive
Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be
considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants be held
invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other
part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be
held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically
modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business
interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Agreement shall
be valid and enforceable. The Restrictive Covenants shall survive the termination of the Term and this Agreement.
8.
Governing Law; Dispute Resolution. The interpretation and application of this Employment shall be governed by the laws of the
State of New York without regard to principles of conflict of laws, other than laws which violate a fundamental public policy of the state
of employ, in which case such state’s laws shall govern with regard to such policies. Except for claims requesting injunctive relief,
any dispute or claim arising out of, in connection with, or relating to this Agreement (including without limitation its subject matter,
interpretation, or formation) or to Executive’s employment or relationship with the Company shall be resolved by binding arbitration
to be held in or around Farmingdale, New York, before three (3) arbitrators selected by the American Arbitration Association, conducted
in accordance with the then-prevailing Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association.
A copy of these rules can be accessed through the American Arbitration Association’s website (www.adr.org). The arbitrators’
decision will be final and binding in accordance with the Federal Arbitration Act and may be enforced in any court of competent jurisdiction.
The arbitrators will not have the right to modify or change any of the terms of this Employment Agreement. The arbitrators, and not any
court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation
of this Employment Agreement including any claim that all or any part of this Agreement is void or voidable. The parties agree that the
arbitrators may provide all appropriate remedies at law and equity and will have the power to summarily adjudicate claims and/or enter
summary judgment in appropriate cases. In any arbitration proceeding conducted pursuant to this Section, the parties shall have the right
to discovery, to call witnesses, and to cross-examine the other party’s witnesses. The arbitrator shall render a final decision
in writing, setting forth the reasons for the arbitration award. Both parties are bound by this agreement to arbitrate, but it does not
include disputes, controversies or differences which may not by law be arbitrated. The parties agree that the arbitration proceedings
described in this Section are to be treated as confidential, and that the parties will act to protect the confidentiality of the documents,
facts, and proceedings related to the arbitration. THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED
BY A JUDGE OR JURY IN A COURT. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES,
AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. THE PARTIES ALSO AGREE THAT EACH MAY NOT BRING
CLAIMS AGAINST THE OTHER IN ANY PURPORTED REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT THIS STATEMENT IS UNENFORCEABLE UNDER THE LAW. All
American Arbitration Association filing fees, administrative costs, and arbitrator fees (as well as other related fees) shall be paid
by the Company, with the exception of fees that would be paid by the Executive should the dispute be settled in a Court of Law.
9.
General Provisions.
9.1
Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery, email,
or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed
on the Company payroll.
9.2
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or
any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping
with the intent of the parties.
9.3
Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby
be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.
9.4
Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company with regard to this subject
matter and is the complete, final, and exclusive embodiment of the Parties’ agreement with regard to this subject matter, inclusive
of any earlier offer letter. This Agreement is entered into without reliance on any promise or representation, written or oral, other
than those expressly contained herein, and it supersedes any other such promises, warranties or representations. It is entered into without
reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in
a writing signed by a duly authorized officer of the Company.
9.5
Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more
than one party, but all of which taken together will constitute one and the same Agreement.
9.6
Headings. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part
hereof nor to affect the meaning thereof.
9.7
Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and
the Company, and their respective successors, assigns, heirs, executors and administrators. The Company may freely assign this Agreement,
without Executive’s prior written consent. Executive may not assign any of her duties hereunder and she may not assign any of her
rights hereunder without the written consent of the Company. The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, assign or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly
and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid.
9.8
Background Check and Ability to Work. This offer of employment is contingent upon verification of Executive’s identity
and authorization to legally work in the United States, a background and reference check, and all other Company practices and procedures
as reasonably requested by the Company.
9.9 Tax
Withholding. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable
taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees
that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated
by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the
tax and economic consequences of all payments and awards made pursuant to the Agreement.
You
acknowledge and agree that you have read and understand this Employment agreement and you voluntarily agree to the terms and conditions
contained herein.
If
you accept this amended offer of employment, please sign and return to me this Employment Agreement by no later than July 31, 2024 or
this offer shall expire.
In
Witness Whereof, the Parties have executed this Agreement on the day and year first written above.
|
ENZO BIOCHEM INC. |
|
|
|
By: |
/s/ Kara Cannon |
|
|
Kara Cannon |
|
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Chief Executive Officer |
|
Executive |
|
|
|
/s/ Patricia Eckert |
|
Patricia Eckert |
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Enzo Biochem (NYSE:ENZ)
과거 데이터 주식 차트
부터 7월(7) 2024 으로 8월(8) 2024
Enzo Biochem (NYSE:ENZ)
과거 데이터 주식 차트
부터 8월(8) 2023 으로 8월(8) 2024