TLGT Teligent Inc

 

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): October 5, 2015

 

IGI LABORATORIES, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware	001-08568	01-0355758
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
105 Lincoln Avenue Buena, New Jersey		08310
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (856) 697-1441

 

Not Applicable

(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 (see General Instruction A.2. below):

 

¨	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))

 

 

Item 1.01.         Entry into a Material Definitive Agreement.

 

(d)     Effective October 5, 2015, IGI Laboratories, Inc. (the “Company”) entered into an employment agreement with Stephen Richardson, pursuant to which Mr. Richardson will serve as the Company’s new Chief Scientific Officer.

 

Under the terms of his employment agreement, Mr. Richardson will receive an annual salary of $300,000. Mr. Richardson will also be eligible to receive an annual performance bonus for each calendar year during the term of his employment, which may be payable in the form of cash, stock options and/or restricted stock. Mr. Richardson’s target bonus will be equal to 40% of his base salary for the applicable fiscal year. All performance targets pursuant to such plan shall be determined by the Company’s Compensation Committee. In addition, Mr. Richardson will be entitled to participate in certain of the Company’s benefit programs on the same terms and conditions generally provided by the Company to its executive employees.

 

As soon as practicable following the effective date of his employment agreement and subject to the approval of the Company’s Board of Directors, Mr. Richardson will also receive an equity grant pursuant to the Company’s 2009 Equity Incentive Plan consisting of 25,000 Restricted Stock Units and options to purchase up to 200,000 shares of the Company’s common stock at a strike price to be determined on the first day of his employment and equal to the fair market value of the Company’s common stock on that date. The shares subject to the Restricted Stock Unit award and the stock option award shall become fully vested over a period of three years, with one-third of such shares vesting on each of the first, second and third anniversaries of the effective date of the award.

 

Mr. Richardson is also subject to certain restrictive covenants as set forth in his employment agreement, including confidentiality, non-solicitation and non-competition. Mr. Richardson’s employment agreement further provides for payments upon certain types of employment termination events as further set forth in his employment agreement.

 

The foregoing description of the employment agreement for Mr. Richardson is qualified in its entirety by reference to the full text of his employment agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Form of Stock Option Award Agreement under the IGI Laboratories, Inc. 2009 Equity Incentive Plan is filed as Exhibit 10.2 and incorporated herein by reference. The Form of Restricted Stock Unit Award Agreement under the IGI Laboratories, Inc. 2009 Equity Incentive Plan is filed as Exhibit 10.3 and incorporated herein by reference

 

Item 8.01         Other Events.

 

The Company issued a press release in connection with the naming of Mr. Richardson as its Chief Scientific Officer. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.         Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		Description
10.1		Employment Agreement, dated September 23, 2015, between IGI Laboratories, Inc. and Stephen Richardson.
10.2   10.3		Form of Stock Option Award Agreement under the IGI Laboratories, Inc. 2009 Equity Incentive Plan.   Form of Restricted Stock Unit Award Agreement under the IGI Laboratories, Inc. 2009 Equity Incentive Plan.
99.1		Press Release of IGI Laboratories, Inc. dated October 5, 2015.

 

 

 

SIGNATURE

 

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.

 

	IGI LABORATORIES, INC.
Date: October 5, 2015	By:	/s/ Jenniffer Collins
	Name:	Jenniffer Collins
	Title:	Chief Financial Officer

 

 

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the "Agreement"), is dated this 23^rd day of September, 2015, by and between IGI Laboratories, Inc., having an address at 105 Lincoln Avenue, Buena, New Jersey 08310 (the "Company") and Stephen Richardson, having an address at 8 Nadler Court, Allendale, New Jersey 07401 (the "Executive"). The Company and the Executive are collectively referred to hereinafter as the "Parties."

 

RECITALS:

 

WHEREAS, the Company desires to employ the Executive on the terms and subject to the conditions set forth herein, and Executive is willing to accept such employment of the terms and conditions; and

 

WHEREAS, by virtue of such employment, Executive will have access to Proprietary Information of the Company and its subsidiaries (the "IGI Companies"); and

 

WHEREAS, Executive acknowledges and agrees that the Company (on behalf of itself and the IGI Companies) has a reasonable, necessary and legitimate business interest in protecting its own and the IGI Companies' Proprietary Information, client accounts, relationships with prospective clients, Goodwill and ongoing business, and that the terms and conditions set forth in this Agreement are reasonable and, necessary in order to protect these legitimate business interests.

 

NOW THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are conclusively acknowledged, the Parties, intending to become legally bound, agree as follows:

 

AGREEMENT

 

1.           DEFINITIONS

 

1.1.          Specific Definitions. Capitalized terms not defined elsewhere herein shall have the following meanings ascribed to them:

 

"Change in Control" shall mean the occurrence of any of the following events:

 

(a)          any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other (i) than an individual or entity holding securities of the Company as of the date hereof which represent 3% or more of the outstanding voting power of the all securities on matters to be generally voted upon by the Company's stockholders, (ii) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (iii) Signet healthcare Partners, its affiliates or any of its affiliated funds, or (iv) any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) is or becomes the owner, directly or indirectly, of outstanding securities of the Company representing 60% or more of the combined voting power of the Company's then outstanding securities;

 

 

(b)          the consummation of a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 40% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction) or a reincorporation of the Company into another jurisdiction; or

 

(c)          a sale of all or substantially all of the assets of the Company.

 

"Goodwill" means the expectation of continued patronage from client accounts and new patronage from prospective clients.

 

"Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a limited liability company, or a governmental entity (or any department, agency, or political subdivision thereof).

 

"IGI Business" means the businesses provided by any of the IGI Companies.

 

"IGI Companies" or "IGI Company" means the Company, its subsidiaries (including the Company), and any entity under the control (as defined in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended, without regard to whether any party is a "registrant" under such Act) of IGI, and any of their successors or assigns.

 

2.           POSITION, RESPONSIBILITIES AND TERM

 

2.1.          Executive's Position. On the terms and subject to the conditions set forth in this Agreement, as of the Effective Date (as defined below), the Company shall employ Executive to serve as an officer of the Company and Chief Scientific Officer of the Company. The Executive shall report directly to the Chief Executive Officer. Executive shall perform such services in the Company's offices in Buena and Metro Park, New Jersey, or such other location or locations as the Executive and the Board shall agree; provided, however, that Executive will be required to travel from time to time for business purposes.

 

2.2.          Executive's Responsibilities. The Executive shall perform all duties customarily attendant to the position and shall perform such services and duties commensurate with such position as may from time to time be reasonably prescribed by the Board.

 

2.3.          No Conflicts of Interest. Executive further agrees that throughout the period of his employment hereunder, he will not perform any activities or services, or accept such other employment which would be inconsistent with this Agreement, the employment relationship between the Parties, or would interfere with or present a conflict of interest concerning Executive's employment with the Company; provided, that Executive shall be permitted to serve on the boards of directors of such other companies as the Board shall approve and that Executive may make personal investments and may act as a director and engage in other activities for any charitable, educational, or other nonprofit institution, as long as such investments and activities do not materially interfere with the performance of Executive's duties hereunder. Executive agrees to adhere to and comply with any and all business practices and requirements of ethical conduct set forth in writing from time to time by the Company in its employee manual or similar publication.

 

 

2.4.          Term. This Agreement shall become effective on October 5, 2015 (the "Effective Date") and will govern Executive's employment by the Company until that employment ceases (such period of Executive's employment is herein referred to as the "Term").

 

3.           ACCEPTANCE

 

Executive hereby accepts such employment and agrees that throughout the Term, Executive will devote his full business time, attention, knowledge and skills faithfully, diligently and to the best of his ability, in the furtherance of the business of the IGI Companies.

 

4.           COMPENSATION

 

4.1.          Base Salary. The Executive shall receive an initial annual salary of Three Hundred Thousand ($300,000) Dollars (the "Base Salary") paid in accordance with the Company's payroll practices, as in effect from time to time. The Base Salary shall be reviewed on an annual basis by the Company and may be adjusted from time to time by the Company.

 

4.2.          Benefits. In addition to such compensation, Executive shall be entitled to the benefits which are afforded generally, from time to time to similarly situated executive employees of the IGI Companies. Notwithstanding the foregoing, nothing contained in this Agreement shall require the IGI Companies to establish, maintain or continue any of the group benefits plans already in existence or hereafter adopted for the employees of the IGI Companies, or restrict the right of the IGI Companies to amend, modify or terminate such group benefit plans in a manner which does not discriminate against Executive as compared to other executive employees of IGI Companies.

 

4.3.          Paid Time Off. Executive shall be entitled to 20 business days of paid time off (consisting of vacation and personal days) and holidays as are provided in general to similarly situated employees of the IGI Companies, in accordance with usual practices and procedures. Without limiting the foregoing, unless otherwise required by law, Executive shall not be entitled to any additional compensation for any unused paid time off. Paid time off shall stop accruing once Executive has accumulated and not used the number of days to which he is entitled to in a year.

 

4.4.          Annual Performance Bonus. The Executive shall be eligible to receive an annual performance bonus (the "Annual Bonus") for each calendar year during the Term (each a "Fiscal Year"), which may be payable, in the discretion of the Board or the Compensation Committee of the Board (the "Committee"), in the form of cash, stock options and/or restricted equity not later than 75 days after the end of such Fiscal Year; provided, however, that the Executive must be employed by the Company on December 31 of a Fiscal Year in order to be eligible for an Annual Bonus under this Section 4.4 for such Fiscal Year.

 

The Executive's target Annual Bonus will be 40% of Executive's Base Salary (threshold of 30% maximum of 60%) then in effect for each subsequent Fiscal Year. The actual amount of the Annual Bonus with respect to the 2015 calendar year, and any subsequent Fiscal Years, will be determined by the Board or the Committee, in their discretion, with reference to the Executive's and the Employer's fulfillment of performance goals established by the Committee with respect to the applicable Fiscal Year. With respect to the remainder of the 2015 calendar year, if the 2015 Performance Goals established by the Committee are attained, Executive shall be allocated a pro-rata bonus calculated as 3/12ths of the bonus payment that would have been allocated by the Board or the Committee for service over a 12 month period.

 

 

4.5.        Grant of Equity Awards.

 

(a)          Equity Awards. As soon as practicable following the Effective Date of this agreement and subject to the approval of the Board, Executive will receive the following equity grants pursuant to the Company's 2009 Equity Incentive Plan, as amended: (i) 25,000 Restricted Stock Units; and (ii) 200,000 stock options, strike price TBD on the first day of employment and equal to the fair market value of the Company’s common stock subject to the options on that date in accordance with the terms of the 2009 Equity Incentive Plan, as amended.

 

(b)          Vesting. Except as otherwise set forth in Section 8 hereof, the shares subject to the Restricted Stock Unit Award and stock option shall become fully vested over a period of three years as follows: (a) one-third of the shares subject to such awards shall vest on the first anniversary of the Effective Date, (b) one-third of the shares subject such awards shall vest on the second anniversary of the Effective Date and (iii) one-third of the shares subject to such awards shall vest on the third anniversary of the Effective Date.

 

(c)          Accelerated Vesting. Notwithstanding the foregoing, immediately prior to a Change in Control (as defined in Section 1.1 above), any Restricted Stock Units and any stock options that then remain unvested will become vested, provided the Executive remains in continuous service with the Company through the consummation of that Change in Control.

 

5.           EXPENSES

 

The Company shall reimburse Executive, in accordance with the Company’s policy on expense reimbursements, for all expenses reasonably and properly incurred by Executive in connection with the performance of Executive's duties hereunder and the conduct of the business of the Company, including business-related travel expenses, upon the submission to the Company (or its designee) of appropriate vouchers therefor.

 

6.           CONFIDENTIAL INFORMATION AND PROPERTY

 

6.1.        Confidentiality. The Executive recognizes and acknowledges that the Proprietary Information (as defined below) is a valuable, special and unique asset of the business of the Company and its affiliates. As a result, both during the Term and thereafter, the Executive will not, without the prior written consent of the Company, for any reason divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company and its affiliates, any Proprietary Information. Notwithstanding the foregoing, if the Executive is compelled to disclose Proprietary Information by court order or other legal or regulatory process, to the extent permitted by applicable law, he shall promptly so notify the Company so that it may seek a protective order or other assurance that confidential treatment shall be afforded to such Proprietary Information, and the Executive shall reasonably cooperate with the Company and its affiliates in connection therewith. If the Executive is so obligated by court order or other legal process to disclose Proprietary Information, he will disclose only the minimum amount of such Proprietary Information as is necessary for the Executive to comply with such court order or other legal process.

 

 

6.2.        Property of the Company.

 

(a)          Proprietary Information. All right, title and interest in and to Proprietary Information will be and remain the sole and exclusive property of the Company and its affiliates. The Executive will not remove from the Company's or its affiliates offices or premises any documents, records, notebooks, files, correspondence, reports, memoranda or similar materials of or containing Proprietary Information, or other materials or property of any kind belonging to the Company or its affiliates unless necessary or appropriate in the performance of his duties to the Company and its affiliates. If the Executive removes such materials or property in the performance of his duties, he will return such materials or property promptly after the removal has served its purpose. The Executive will not make, retain, remove and/or distribute any copies of any such materials or property, or divulge to any third person the nature of and/or contents of such materials or property, except to the extent necessary to satisfy contractual obligations of the Company or its affiliates or to perform his duties on behalf of the Company and its affiliates. Upon termination of the Executive's employment with the Company, he will leave with the Company and its affiliates or promptly return to the Company and its affiliates all originals and copies of such materials or property then in his possession.

 

(b)          Intellectual Property. The Executive agrees that all the Intellectual Property (as defined below) will be considered "works made for hire" as that term is defined in Section 101 of the Copyright Act (17 U.S.C. § 101) and that all right, title and interest in such Intellectual Property will be the sole and exclusive property of the Company and its affiliates. To the extent that any of the Intellectual Property may not by law be considered a work made for hire, or to the extent that, notwithstanding the foregoing, the Executive retains any interest in the Intellectual Property, the Executive hereby irrevocably assigns and transfers to the Company and its affiliates any and all right, title, or interest that the Executive may now or in the future have in the Intellectual Property under patent, copyright, trade secret, trademark or other law, in perpetuity or for the longest period otherwise permitted by law, without the necessity of further consideration. The Company and its affiliates will be entitled to obtain and hold in its own name all copyrights, patents, trade secrets, trademarks and other similar registrations with respect to such Intellectual Property. The Executive further agrees to execute any and all documents and provide any further cooperation or assistance reasonably required by the Company, at the Company's expense, to perfect, maintain or otherwise protect its rights in the Intellectual Property. If the Company or its affiliates, as applicable, are unable after reasonable efforts to secure the Executive's signature, cooperation or assistance in accordance with the preceding sentence, whether because of the Executive's incapacity or any other reason whatsoever, the Executive hereby designates and appoints the Company, the appropriate affiliate, or their respective designee as the Executive's agent and attorney-in-fact, to act on his behalf, to execute and file documents and to do all other lawfully permitted acts necessary or desirable to perfect, maintain or otherwise protect the Company's or its affiliates' rights in the Intellectual Property. The Executive acknowledges and agrees that such appointment is coupled with an interest and is therefore irrevocable.

 

 

For purposes of this Agreement, "Intellectual Property" means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents and patent applications claiming such inventions, (b) all trademarks, service marks, trade dress, logos, trade names, fictitious names, brand names, brand marks and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets (including research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, methodologies, technical data, designs, drawings and specifications), (f) all computer software (including data, source and object codes and related documentation), (g) all other proprietary rights, (h) all copies and tangible embodiments thereof (in whatever form or medium), or (i) similar intangible personal property which have been or are developed or created in whole or in part by the Executive (1) at any time and at any place while the Executive is employed by Company and which, in the case of any or all of the foregoing, are related to and used in connection with the business of the Company or its affiliates, or (2) as a result of tasks assigned to the Executive by the Company or its affiliates.

 

For purposes of this Agreement, "Proprietary Information" means any and all proprietary information developed or acquired by the Company or any of its subsidiaries or affiliates that has not been specifically authorized to be disclosed. Such Proprietary Information shall include, but shall not be limited to, the following items and information relating to the following items: (a) all intellectual property and confidential or proprietary knowledge, information or rights of the Company (including, without limitation, the Intellectual Property, trade secrets, books and records, know-how, inventions, discoveries, processes and systems, as well as any data and records pertaining thereto), (b) computer codes and instructions, processing systems and techniques, inputs and outputs (regardless of the media on which stored or located) and hardware and software configurations, designs, architecture and interfaces, (c) business research, studies, procedures and costs, (d) financial data, (e) distribution methods, (f) marketing data, methods, plans and efforts, (g) the identities of actual and prospective customers and suppliers, (h) the terms of contracts and agreements with, the needs and requirements of, and the Company's or its affiliates' course of dealing with, actual or prospective customers and suppliers, (i) personnel information, (i) customer and vendor credit information, and (k) information received from third parties subject to obligations of non-disclosure or non-use. Failure by the Company or its affiliates to mark any of the Proprietary Information as confidential or proprietary shall not affect its status as Proprietary Information.

 

7.           NON-SOLICITATION, NON-COMPETITION AND CONFLICTS OF INTEREST

 

7.1.        Non-Solicitation.

 

(a)          Except in the normal course of business on behalf of any IGI Company, Executive agrees that during the Term he will not, directly or indirectly, (i) solicit, sell, provide services to, consult for, or accept any request to provide, or induce the termination, cancellation or non-renewal of, any IGI Business from or by any person, corporation, firm or other entity which was a client of an IGI Company or which was contacted by an IGI Company as a prospective client at anytime, or (b) solicit, offer, negotiate or otherwise seek to acquire any interest in any prospective acquisition of an IGI Company, which was a prospective acquisition of an IGI Company at any time.

 

 

(b)          Except in the normal course of business on behalf of any IGI Company, Executive agrees that after the Term he will not, directly or indirectly, (i) solicit, sell, provide services to, consult for, or accept any request to provide, or induce the termination, cancellation or non-renewal of, any IGI Business from or by any person, corporation, firm or other entity which was a client of an IGI Company or which was contacted by an IGI Company for the purposes of becoming a client at anytime within twelve months prior to the end of the Term, or (ii) solicit, offer, negotiate or otherwise seek to acquire any interest in any entity of business which was contacted by an IGI Company as a prospective acquisition within twelve (12) months prior to the end of the Term. The restrictions contained in this Section 7.l(b) shall apply for twelve (12) months following the end of the Term.

 

7.2.        No Hiring. Executive further agrees that he will not, directly or indirectly, solicit the employment, consulting or other services of, or hire, any other employee of any IGI Company or otherwise induce any of such employees to leave such IGI Company's employment or to breach an employment or independent contractor agreement therewith. The restrictions contained in this Section 7.2 shall apply throughout the Term hereof and thereafter until twenty-four (24) months following the date on which Executive is no longer employed by any IGI Company.

 

7.3.        Miscellaneous. Without limiting the provisions of Section 18, in the event of any assignment by the Company permitted under such section, the restrictive periods contained in this Section 7 shall be determined by reference to the termination of Executive's employment with any permitted assignee of the Company.

 

8.           TERMINATION

 

Either party may terminate the Executive's employment at any time for any reason, provided that the Executive shall provide thirty (30) days advance written notice of any such termination. Upon cessation of his employment with the Company, the Executive will be entitled only to such compensation and benefits as described in this Section 8.

 

8.1.        Termination by the Company Without Cause. Company shall have the right to terminate Executive's employment hereunder "without cause" by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such notice. In the event of such termination, the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date following the date of termination and ending on the date which is six (6) months following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had Executive's employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (iv) to the extent then unvested, cause to become vested a pro-rata portion of the awards granted to the Executive, equal to the quotient of the number of full months that have transpired between the Effective Date and the date of termination, divided by 36, provided, however, that without limiting any other remedy available hereunder, all obligations described in this Section 8.1 shall immediately terminate upon a judge's determination that Executive has breached the provisions of Section 6 or 7 hereof.

 

 

For the purpose of this Agreement, "Cause" shall mean (i) commission of a willful and material act of dishonesty in the course of Executive's duties hereunder, (ii) conviction by a court of competent jurisdiction of a crime constituting a felony or conviction in respect of any act involving fraud, dishonesty or moral turpitude, (iii) Executive's performance under the influence of controlled substances, or continued habitual intoxication, during working hours, after the Company shall have provided written notice to Executive and given Executive 30 days within which to commence rehabilitation with respect thereto, and Executive shall have failed to commence such rehabilitation or continued to perform under the influence after such rehabilitation, (iv) frequent or extended, and unjustifiable (not as a result of incapacity or disability) absenteeism which shall not have been cured within 30 days after the Company shall have advised Executive in writing of its intention to terminate Executive's employment in accordance with the provisions of this Section 8.1, in the event such condition shall not have been cured, (v) Executive's personal, willful and continuing misconduct or refusal to perform duties and responsibilities described in Section 2 above, or to carry out directives of the Board, which, if capable of being cured, shall not have been cured within 60 days after the Company shall have advised Executive in writing of its intention to terminate Executive's employment in accordance with the provision of this Section 8.1 or (vi) material non-compliance with the terms of this Agreement, including but not limited to any breach of Section 6 or Section 7 of this Agreement.

 

8.2.        Other Terminations. If the Executive's employment with the Company ceases for any reason other than as described in Section 8.1 above (including but not limited to termination (a) by the Company for Cause, (b) as a result of the Executive's death, (c) as a result of the Executive's Disability, or (d) as a result of resignation by the Executive), then the Company's obligation to the Executive will be limited solely to the payment of unpaid Base Salary through the date of such termination. All compensation and benefits will cease at the time of such termination and, except as otherwise required by COBRA, the Company will have no further liability or obligation by reason of such termination. The foregoing will not be construed to limit the Executive's right to payment or reimbursement for claims incurred prior to the date of such termination under any insurance contract funding an employee benefit plan, policy or arrangement of the Company in accordance with the terms of such insurance contract.

 

For the purpose of this Agreement, a "Disability" shall be deemed to have occurred (i) when Executive has become eligible for disability benefits under the Company's long-term group disability policy, if any, or, if no policy is then in effect, (ii) when such incapacity or disability, as defined below, shall have existed for either (A) one continuous period of six months or (B) a total of seven months out of any twelve consecutive months.

 

8.3.        Miscellaneous Termination Provisions. Executive, upon termination or expiration of employment for any reason, hereby irrevocably promises to:

 

 

(a)          Return all property of the IGI Companies in his possession or within his custody and control wherever located immediately upon such termination.

 

(b)          Participate in an exit interview with a designated person or persons of Company if requested by the Company.

 

(c)          Subject to obligations under applicable laws and regulations, not publicly make any statements or comments that disparage the reputation of any of the IGI Companies or their senior officers or directors.

 

8.4.        Release. Notwithstanding any other provision of this Agreement, the payments and benefits described in Section 8.1 are conditioned on Executive's execution and delivery to the Company, within 60 days following his cessation of employment, of a general release of claims against the Company and its affiliates in such form as the Company may reasonably require in a manner consistent with the requirements of the Older Workers Benefit Protection Act (the "Release"). The salary continuation benefits described in Section 8.1 will begin to be paid or provided as soon as the Release becomes irrevocable; provided, however, that if the 60-day period described in the previous sentence begins in one taxable year and ends in a second taxable year and if the cash payments and benefits described in Section 8.1 exceed the limitations applicable to a "separation pay plan" under Treas. Reg. § 1.409A-l(b)(9)(iii), such payments and other rights shall not commence until the second taxable year.

 

8.5.        Section 409A. All payments to be made under Section 8.1 of this Agreement may only be made upon a "Separation from Service" within the meaning of Treas. Reg. §1.409A-1(h) (or any successor provision). If the termination giving rise to the payments described in Section 8.1 is not a Separation from Service, then the amounts otherwise payable pursuant to that section will instead be deferred without interest and will not be paid until Executive experiences a Separation from Service . To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, the cash severance benefits payable under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Internal Revenue Code and the "separation pay exception" under Treas. Reg. §1.409A-1(b)(9)(iii). For purposes of the application of Treas. Reg. §1.409A-l(b)(4) (or any successor provision), each payment in a series of payments will be deemed a separate payment.

 

9.           REMEDIES

 

Executive acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and that it would be extremely difficult or impracticable to replace such services, that the material provisions of this Agreement are of crucial importance to the Company and that any damage caused by the breach of Sections 6 or 7 of this Agreement would result in irreparable harm to the business of the Company for which money damages alone would not be adequate compensation. Accordingly, Executive agrees that if he violates Sections 6 or 7 of this Agreement, the Company shall, in addition to any other rights or remedies of the Company available at law, be entitled to equitable relief in any court of competent jurisdiction, including, without limitation, temporary injunction and permanent injunction.

 

 

10.          WITHHOLDING

 

Each payment to Executive under this Agreement shall be reduced by any amounts required to be withheld by the Company from time to time under applicable laws and regulations then in effect.

  

11.          EXECUTIVE'S REPRESENTATIONS AND WARRANTIES

 

11.1.        General. Executive represents and warrants to the Company that the execution of this Agreement and the performance of his duties as contemplated hereunder do not conflict with any other agreement, law, rule, regulation, or court order by which he is bound.

 

11.2.        No Impairment. Executive represents and warrants that he is not subject to any agreement or contract that would preclude or impair, in any way, his ability to carry out his duties under this Agreement for the Company.

 

11.3.        No Confidential Information. Executive has not removed from any prior employer any confidential information.

 

11.4.        No Restrictive Agreements. Executive represents and warrants that, Executive has not heretofore entered into, has not been and is currently not subject to the provisions of, any employment contract, sales and purchase agreement or other agreement (whether oral or written) of any nature whatsoever with any other organization, individual or business entity, which prevents or restricts Executive from competing with, or soliciting the clients, customers, business or employees (including, without limitation for the purposes of hiring such employees) of, such other organization, individual or business entity or any other entity for any period of time or within any geographical area, whether heretofore expired or not ("Pre-existing Agreements"), other than such contracts or agreements as Executive has heretofore disclosed to Company in writing.

 

12.          INTELLECTUAL PROPERTY AND OWNERSHIP OF BUSINESS

 

12.1.        Ownership of Records. Executive agrees that all papers, documents, records, business accounts, generated by Executive during the conduct of such business or given to Executive during and in the course of his employment with Company is the exclusive property of the Company and shall remain with the Company upon Executive's termination.

 

12.2.        Intellectual Property. Executive further agrees to assign without further consideration all intellectual property, including but not limited to inventions, discoveries or any material produced by him during the course of his employment hereunder (including modifications or refinements of such materials) to the Company in their entirety. Such assignment and transfer is a complete and total assignment and transfer of any right Executive may have in such intellectual property and includes any patent, copyright, trade or service mark or the right to obtain any such patent, copyright, trade or service mark, and any trade secret rights in such material. This provision does not entitle Executive to any additional compensation, with such compensation, if any, being entirely within the discretion of Company.

 

 

13.         ENTIRE AGREEMENT; NO AMENDMENT

 

No agreements or representations, oral or otherwise, express or implied, have been made by either Party, with respect to Executive's employment by any IGI Company, that are not set forth expressly in this Employment Agreement. This Agreement supersedes and cancels any other prior agreement relating to Executive's employment by any IGI Company, except that Executive shall remain liable for any breaches of any provisions relating to restrictive covenants (including non-solicitation, non-compete, non-hire) and confidentiality contained in any such prior agreements. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by the Party against whom enforcement thereof is sought.

 

14.          NOTICES

 

All notices, demands and requests of any kind which either Party may be required or may desire to serve upon the other Party hereto in connection with this Agreement shall be delivered only by courier or other means of personal service, which provides written verification of receipt, or by registered or certified mail return receipt requested (each, a "Notice"). Any such Notice delivered by registered or certified mail shall be deposited in the United States mail with postage thereon fully prepaid or if by courier then deposited with the courier. All Notices shall be addressed to the Parties to be served as follows:

 

(a)

If to the Company, at the Company's address set forth on the first page hereof.

 

(b)

If to Executive, at Executive's address set forth on the first page hereof.

 

Either of the Parties hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other Party given under this Section. All such notices, requests, demands, and other communications shall be effective when received at the respective address set forth above or as then in effect pursuant to any such change.

 

15.          WAIVERS

 

No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default.

 

16.          GOVERNING LAW

 

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

 

17.          SEVERABILITY

 

The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable, in the event any provision of this Agreement is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable, it is expressly understood and agreed between Executive and the Company that such modification or restriction may be accomplished by mutual accord between the Parties or, alternatively, by disposition of a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from this Agreement without affecting the validity, legality or enforceability of any of the remaining provisions.

 

 

18.         ASSIGNMENT

 

Executive may not assign any rights (other than the right to receive income hereunder) under this Agreement without the prior written consent of the Company. This Agreement may be assigned without the consent of Executive, and the provisions of this Agreement shall be binding upon and shall inure to the benefit of the assignee hereof.

 

19.         MISCELLANEOUS

 

For the avoidance of doubt, the provisions of sections 6 and 7, and any other ongoing duties of the parties hereto, shall each survive termination or expiration of this Agreement.

 

20.         COUNTERPARTS

 

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Signature pages may be detached for multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

 

21.          HEADINGS

 

The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

 

22.          CONSTRUCTION OF AGREEMENT

 

All Parties agree that this Agreement shall be construed in such a manner so as not to favor one party or the other regardless of which party has drafted this Agreement.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	IGI LABORATORIES, INC.
	By:	/s/ Jason Grenfell-Gardner
	Name:	Jason Grenfell-Gardner
	Title:	President and CEO

 

	/s/ Stephen Richardson
	Stephen Richardson

 

 

 

Exhibit 10.2

 

STOCK OPTION AGREEMENT

UNDER THE

IGI LABORATORIES, INC.

2009 EQUITY INCENTIVE PLAN

 

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made between IGI LABORATORIES, INC., a Delaware corporation (the “Company”) and [__________] (the “Optionee”).

 

WHEREAS, the Company maintains the IGI Laboratories, Inc. 2009 Equity Incentive Plan, as amended (the “Plan”) for the benefit of the key employees, directors and consultants of the Company and its Affiliates; and

 

WHEREAS, the Plan permits the award of Stock Options to purchase shares of the Company’s common stock, subject to the terms of the Plan; and

 

WHEREAS, to compensate the Optionee for his or her service to the Company and its Affiliates and to further align the Optionee’s personal financial interests with those of the Company’s stockholders, the Company wishes to award the Optionee an option to purchase [_____] shares of the Company’s common stock, subject to the restrictions and on the terms and conditions contained in the Plan and this Agreement.

 

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein and intending to be legally bound hereby, the parties agree as follows:

 

1. Award of Option. This Agreement evidences the grant to the Optionee of an option (the “Option”) to purchase [_____] shares of the Company’s common stock (the “Shares”). The Option is subject to the terms set forth herein, and in all respects is subject to the terms and provisions of the Plan, which terms and provisions are incorporated herein by this reference. Except as otherwise specified herein or unless the context herein requires otherwise, the terms defined in the Plan will have the same meanings herein.

 

2. Nature of the Option. This Option is intended to be an Incentive Stock Option within the meaning of Section 422 of the Code, and to qualify for special tax benefits to the Optionee.

 

3. Date of Grant; Term of Option. This Option was granted on [_______] (the “Effective Date”) and it may not be exercised later than [________],subject to earlier termination as provided in the Plan.

 

4. Option Exercise Price. The Option exercise price is $[____] per Share, the Fair Market Value on the Effective Date.

 

 

5. Exercise of Option.

 

(a) Right to Exercise. The Option will become vested and exercisable if the Optionee remains in continuous service to the Company (whether as an employee, Director, consultant, independent contractor or any other capacity in which he provides services to the Company) through the applicable vesting date according to the following schedule:

 

Percentage of Shares		Vesting Date:

 

(b) All Unvested Option Shares Forfeited Upon Cessation of Service. Upon cessation of Optionee’s service with the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Optionee or otherwise), any portion of the Option that has not, on or prior to the effective date of such cessation, become vested will immediately and automatically, without any action on the part of the Company, be forfeited and the Optionee will have no further rights with respect to those Shares.

 

(c) Method of Exercise. This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which the Option is being exercised and such other representations of agreements as to the Optionee’s investment intent with respect to such Shares as may be required by the Company hereunder. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and the amount of any tax withholding arising in connection with the exercise of the Option. Payment of the purchase price and tax withholding shall be by check, by means of a “broker-assisted cashless exercise” conducted in accordance with procedures permitted by rules or regulations of the Federal Reserve Board or by such other method of payment authorized by the Company. The certificate or certificates for the Shares as to which the Option shall be exercised shall be registered in the name of the Optionee and shall be legended as required under applicable law.

 

(d) Partial Exercise. The Option may be exercised in whole or in part;provided, however, that any exercise may apply only with respect to a whole number of Shares.

 

(e) Restrictions on Exercise. The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Company, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Optionee (or other person exercising the Option after the Optionee’s death) represent that the Optionee is purchasing Shares for the Optionee's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Company deems appropriate. All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any taxes, if applicable.

 

 

(f) Service with Subsidiaries. Solely for purposes of this Agreement, service with the Company will be deemed to include service with any subsidiary or affiliate of the Company (for only so long as such entity remains a subsidiary or affiliate).

 

6. Share Legends. The following legend will be placed on any certificate evidencing a Share, in addition to any other legend that may be required pursuant to applicable law, or otherwise:

 

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCK OPTION AGREEMENT ENTERED INTO BETWEEN [____________] AND IGI LABORATORIES, INC. (WHICH TERMS AND CONDITIONS MAY INCLUDE, WITHOUT LIMITATION, CERTAIN TRANSFER RESTRICTIONS). A COPY OF THAT AGREEMENT IS ON FILE IN THE PRINCIPAL OFFICES OF IGI LABORATORIES, INC. AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF IGI LABORATORIES, INC.

 

7. Nontransferability of Option. This Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed or in any manner either voluntarily or involuntarily by the operation of law, other than by the will or by the laws of descent or distribution, and may be exercised during the lifetime of the Optionee only by such Optionee. Subject to the foregoing, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

 

8. Tax Consequences. The Company does not represent or warrant that this Option (or the purchase or sale of the Shares subject hereto) will be subject to particular tax treatment. The Optionee acknowledges that he or she has reviewed with his or her own tax advisors the tax treatment of this Option (including the purchase and sale of Shares subject hereto) and is relying solely on those advisors in that regard. The Optionee understands that he or she (and not the Company) will be responsible for his or her own tax liabilities arising in connection with this Option.

 

9. Continuation of Service. This Option shall not confer upon the Optionee any right to continue in the service of the Company or any of its subsidiaries or limit in any respect the right of the Company to discharge the Optionee at any time, with or without Cause and with or without notice.

 

10. Withholding. The Company may withhold from any consideration payable to Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is payable to the Optionee, upon request of the Company, the Optionee shall pay to the Company an amount sufficient for the Company to satisfy any federal, state or local tax withholding requirements it may incur, as a result of the grant or exercise of this Option or the sale of or other disposition of the Shares issued upon exercise of this Option.

 

 

11. The Plan. This Option is subject to, and the Optionee agrees to be bound by, all of the terms and conditions of the Plan as such Plan may be amended from time to time in accordance with the terms thereof. Pursuant to the Plan, the Board of Directors of the Company (the “Board”) is authorized to adopt rules and regulations not inconsistent with the Plan as it shall deem appropriate and proper. A copy of the Plan in its present form is available for inspection during business hours by the Optionee or the persons entitled to exercise this Option at the Company’s principal office. All questions of the interpretation and application of the Plan and the Option shall be determined by the Board, whose determination shall be final, binding and conclusive.

 

12. Entire Agreement. This Agreement represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature.

 

13. Governing Law. This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.

 

14. Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto.

 

15. Execution. This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

 

IN WITNESS WHEREOF, the parties have duly executed this Award Agreement on the Effective Date first indicated above.

 

	IGI LABORATORIES, INC.
	By:
	Title:
	OPTIONEE

 

 

 

Exhibit 10.3

 

AWARD AGREEMENT FOR RESTRICTED SHARES

UNDER THE

IGI LABORATORIES, INC.

2009 EQUITY INCENTIVE PLAN

 

THIS AWARD AGREEMENT FOR RESTRICTED SHARES (this “Agreement”) is made between IGI LABORATORIES, INC. (the “Company”) and [__________] (the “Grantee”).

 

WHEREAS, the Company maintains the IGI Laboratories, Inc. 2009 Equity Incentive Plan (the “Plan”) for the benefit of employees, Directors, consultants and other individuals performing services for the Company and its Affiliates; and

 

WHEREAS, the Plan permits the grant of shares of the Company’s common stock (the “Common Stock”), subject to certain restrictions; and

 

WHEREAS, to compensate the Grantee for his or her service to the Company and its Affiliates and to further align the Grantee’s financial interests with those of the Company’s stockholders, the Company wishes to award the Grantee shares of Common Stock, subject to the restrictions and on the terms and conditions contained in the Plan and this Agreement.

 

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:

 

1. Award of Stock. Effective [_________], [___] (the “Effective Date”), the Company hereby awards the Grantee [_______] Shares of Common Stock (the “Shares”), subject to the restrictions and on the terms and conditions set forth in this Agreement and the Plan. The terms of the Plan are hereby incorporated into this Agreement by this reference, as though fully set forth herein. Capitalized terms used but not defined herein will have the same meaning as defined in the Plan.

 

2. Vesting of Shares. The Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2.

 

(a) Vesting. The Shares will become nonforfeitable if the Grantee remains in continuous service to the Company (whether as an employee, Director, consultant, independent contractor or any other capacity in which he provides services to the Company) through the applicable vesting date according to the following schedule:

 

Percentage of Shares Vested:		Vesting Date:

 

 

(b) All Unvested Shares Forfeited Upon Cessation of Service. Upon cessation of Grantee’s service with the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise), any Shares that have not, on or prior to the effective date of such cessation, become nonforfeitable will immediately and automatically, without any action on the part of the Company, be forfeited and the Grantee will have no further rights with respect to those shares.

 

(c) Service with Subsidiaries. Solely for purposes of this Agreement, service with the Company will be deemed to include service with any subsidiary or affiliate of the Company (for only so long as such entity remains a subsidiary or affiliate).

 

3. Escrow of Shares.

 

(a) Certificates evidencing the Shares issued under this Agreement will be held in escrow by the Secretary of the Company or his or her designee (the “Escrow Holder”) until such Shares cease to be subject to forfeiture in accordance with Section 2, at which time, the Escrow Holder will deliver such certificates representing the nonforfeitable Shares to the Grantee; provided, however, that no certificates for Shares will be delivered to the Grantee until appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may be due with respect to such Shares.

 

(b) If any portion of the Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver the stock certificate(s) evidencing those Shares to the Company, which will then have the right to retain and transfer those Shares to its own name free and clear of any rights of the Grantee under this Agreement or otherwise.

 

(c) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are inconsistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder shall have no liability for any act or omissions hereunder while acting in good faith in the exercise of his or her own judgment.

 

4. Stock Splits, etc. If, while any of the Shares remain subject to forfeiture, there occurs any merger, consolidation, reorganization, reclassification, recapitalization, stock split, stock dividend, or other similar change in the Common Stock, then any and all new, substituted or additional securities or other consideration to which the Grantee is entitled by reason of the Grantee’s ownership of the Shares will be immediately subject to the escrow contemplated by Section 3, deposited with the escrow holder and will thereafter be included in the term “Shares” for all purposes of the Plan and this Agreement.

 

5. Rights of Grantee. During the period while any of the Shares remain subject to forfeiture, the Grantee shall have the right to vote the Shares. Any dividends paid on the Shares during the period while any of the Shares remain subject to forfeiture shall accrue, but shall not be paid until all of the Shares are no longer subject to forfeiture. The accrued dividends shall be paid to the Grantee at the same time that the certificates for Shares are delivered; provided, however, no accrued dividends shall be paid if any of the Shares are forfeited in accordance with Section 2.

 

 

6. Tax Consequences. The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee’s income tax liability in connection with the vesting of the Shares. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

 

WHILE THE COMPANY WILL EXERCISE REASONABLE EFFORTS TO ASSIST THE GRANTEE OR OTHERWISE FACILITATE ANY SECTION 83(b) ELECTION MADE BY THE GRANTEE WITH RESPECT TO THE SHARES, THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY ANY SECTION 83(b) ELECTION.

 

7. Restriction on Transfer of Shares. The Grantee may not sell, pledge, assign, encumber, hypothecate, gift, transfer, bequeath, devise, donate or otherwise dispose of, in any way or manner whatsoever, whether voluntary or involuntary, any legal or beneficial interest in any of the Shares until those Shares have become nonforfeitable in accordance with Section 2 of this Agreement. If the Grantee, without complying with this Agreement’s terms and conditions, transfers or alienates, in any manner, voluntarily or involuntarily, any legal or beneficial interest that Grantee has in any Shares, then the transfer or alienation will not take effect, and the Company will not, and will not be compelled to, recognize any such transfer or alienation, or record on the Company’s books any such transfer or alienation, or issue, to any person who has received from the Grantee, in a manner that does not comport with this Agreement, any Shares, any document or any stock certificate(s) representing the Shares.

 

8. Securities Laws, etc. The Company may from time to time impose any conditions on the Shares as it deems necessary or advisable to ensure that the Shares are issued and resold in compliance with all applicable securities laws. The Company may require that the Grantee represent that the Grantee is holding the Shares for the Grantee's own account and not with a view to or for sale in connection with any distribution of the Shares, or such other representation as the Company deems appropriate.

 

9. Share Legends. The following legend will be placed on the certificates evidencing all the Shares (in addition to any other legends that may be required to be placed on such certificates pursuant to applicable law or otherwise):

 

 

 THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AWARD AGREEMENT FOR RESTRICTED SHARES ENTERED INTO BETWEEN [____________] AND IGI LABORATORIES, INC. WHICH TERMS AND CONDITIONS INCLUDE, WITHOUT LIMITATION, CERTAIN FORFEITURE CONDITIONS AND TRANSFER RESTRICTIONS. COPIES OF THAT AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF IGI LABORATORIES, INC. AND WILL BE MADE AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF IGI LABORATORIES, INC.

 

10. The Plan. This Agreement is subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan as such Plan may be amended from time to time in accordance with the terms thereof. Pursuant to the Plan, the Board of Directors of the Company (the “Board”) is authorized to adopt rules and regulations not inconsistent with the Plan as it shall deem appropriate and proper. A copy of the Plan in its present form is available for inspection during business hours by the Grantee at the Company’s principal office. All questions of the interpretation and application of the Plan and this Agreement shall be determined by the Board, whose determination shall be final, binding and conclusive.

 

11. General Provisions.

 

(a) This Agreement represents the entire agreement between the parties with respect to the grant of the Shares and may only be modified or amended in a writing signed by both parties.

 

(b) Any notice, demand or request required or permitted to be given by either the Company or the Grantee pursuant to the terms of this Agreement shall be in writing and shall be deemed given on the date and at the time delivered via personal, courier or recognized overnight delivery service or, if sent via telecopier, on the date and at the time telecopied with confirmation of delivery or, if mailed, on the date five (5) days after the date of the mailing (which shall be by regular, registered or certified mail). Delivery of a notice by telecopy (with confirmation) shall be permitted and shall be considered delivery of a notice notwithstanding that it is not an original that is received. If directed to the Grantee, any such notice, demand or request shall be sent to the address on file with the Company, or to such other address as the Grantee may hereafter specify in writing. If directed to the Company, any such notice, demand or request shall be sent to the Company’s principal executive office, c/o the Company’s Secretary, or to such other address or person as the Company may hereafter specify in writing.

 

Any notice to the Escrow Holder shall be sent to the Company’s address, with a copy to the other party not sending the notice.

 

(c) Neither this Agreement nor any rights or interest hereunder shall be assignable by the Grantee, her beneficiaries or legal representatives, and any purported assignment in violation hereof shall be null and void.

 

 

(d) Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

 

(e) The grant of Shares hereunder will not confer upon the Grantee any right to continue in service with the Company or any of its subsidiaries or affiliates.

 

(f) This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Delaware, without regard to the application of the principles of conflicts or choice of laws of Delaware or any other jurisdiction.

 

(g) This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.

 

IN WITNESS WHEREOF, the parties have duly executed this Award Agreement on the Effective Date first indicated above.

 

	IGI LABORATORIES, INC.
	By:
	Title:
	GRANTEE

 

 

Exhibit 99.1

 

News From

 

 

Buena, NJ 08310

 

Release Date: October 5, 2015

 

Contact:

Jenniffer Collins IGI Laboratories, Inc. (856) 697-4379 www.igilabs.com

 

STEPHEN RICHARDSON APPOINTED AS CHIEF SCIENTIFIC OFFICER OF IGI LABORATORIES, INC.

 

BUENA, NJ – (PRNewswire) - IGI Laboratories, Inc. (NYSE MKT: IG), a New Jersey-based specialty generic pharmaceutical company, today announced that Stephen Richardson has been appointed Chief Scientific Officer (CSO) of IGI Laboratories, Inc. effective October 5, 2015.

 

Jason Grenfell-Gardner, President and CEO of IGI, commented, "We are excited to have Steve join the IGI team. He brings over 30 years of R&D and regulatory experience in the specialty pharmaceutical industry, in both the topical and injectable markets. As CSO, Steve will lead our R&D organization, including product development, analytical methods and regulatory teams. For the past several months as a Principal Consultant at Lachman Consulting Services, Inc., he has been advising our team on how to best prepare for the new environment under the Generic Drug Fee User Act, or GDUFA. As a result, I am confident that Steve’s transition into our organization will be seamless. He is committed to our TICO strategy and has a very successful track record of leading similar products from the lab to regulatory approval.”

 

  

Steve brings almost 30 years, of experience in the specialty pharmaceutical industry, with a particular focus on generics. Most recently, Steve was a Principal Consultant for Lachman Consultant Services, Inc., where he provided expert compliance, regulatory affairs and technical services to many leading pharmaceutical and financial clients around the world.  Prior to Lachman, Steve served in various senior leadership roles, most recently as the VP of Scientific and Regulatory Affairs at JHP Pharmaceuticals, LLC, which was acquired by Par Pharmaceuticals, Inc. in 2014.  Steve was at JHP since 2007, and was an integral founding member of the Executive Management team, where he had direct responsibility of a team of thirty-five employees in both Regulatory and Medical Affairs, as well as Product Development. 

 

 Prior to 2007, Steve gained a number of years of pharmaceutical experience at Stiefel Laboratories, Mayne Pharma (USA), Inc., and Faulding Pharmaceuticals in Australia.  Steve has an MBA from the University of Adelaide in Australia, and a BS in Chemistry/Microbiology from the University of South Australia.

 

Steve will report to Jason Grenfell-Gardner and is a member of the Company’s Executive Management Team.

 

About IGI Laboratories, Inc.

 

IGI Laboratories is a specialty generic pharmaceutical company. Our mission is to be a leading player in the specialty generic prescription drug market.

 

Forward-Looking Statements

 

 

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions, and other statements contained in this press release that are not historical facts and statements identified by words such as “plan,” “believe,” “continue,” “should” or words of similar meaning. Factors that could cause actual results to differ materially from these expectations include, but are not limited to: our inability to meet current or future regulatory requirements in connection with existing or future ANDAs; our inability to achieve profitability; our failure to obtain FDA approvals as anticipated; our inability to execute and implement our business plan and strategy; the potential lack of market acceptance of our products; our inability to protect our intellectual property rights; changes in global political, economic, business, competitive, market and regulatory factors; and our inability to complete successfully future product acquisitions. These statements are based on our current beliefs or expectations and are inherently subject to various risks and uncertainties, including those set forth under the caption “Risk Factors” in IGI Laboratories, Inc.’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other periodic reports we file with the Securities and Exchange Commission. IGI Laboratories, Inc. does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law.