EX-10.1 6 ex101tosbe05959.htm sec document
                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT is made and entered into as of this 31st day
of March, 2004, by and between CEPTOR CORPORATION,  a Delaware  corporation with
offices at 200  International  Circle,  Suite 5100, Hunt Valley,  Maryland 21030
(the "Corporation"), and WILLIAM PURSLEY, an individual residing at 1138 Corbett
Road,   Monkton,   Maryland  21111  (the   "Executive"),   under  the  following
circumstances:

                                    RECITALS:

         A. The Corporation desires to secure the services of the Executive upon
the terms and conditions hereinafter set forth; and

         B. The Executive desires to render services to the Corporation upon the
terms and conditions hereinafter set forth.

         NOW, THEREFORE, the parties mutually agree as follows:

         Section 1. EMPLOYMENT. The Corporation hereby employs the Executive and
the Executive  hereby  accepts  employment  as an executive of the  Corporation,
subject to the terms and conditions set forth in this Agreement.

         Section 2. DUTIES. The Executive shall serve as the President and Chief
Executive  Officer of the  Corporation  with such duties,  responsibilities  and
authority as are commensurate and consistent with his position,  as may be, from
time to time, assigned to him by the Board of Directors of the Corporation.  The
Executive  shall report  directly to the Board of Directors of the  Corporation.
During the term of this Agreement,  the Executive shall devote his full business
time and efforts to the  performance of his duties  hereunder  unless  otherwise
authorized  by the  Board  of  Directors.  Notwithstanding  the  foregoing,  the
expenditure  of  reasonable  amounts of time by the  Executive for the making of
passive  personal  investments,  the  conduct of private  business  affairs  and
charitable  and  professional   activities  shall  be  allowed,   provided  such
activities do not materially interfere with the services required to be rendered
to the Corporation  hereunder and do not violate the  restrictive  covenants set
forth in Section 9 below.

         Section 3. TERM OF EMPLOYMENT.  The term of the Executive's  employment
hereunder,  unless sooner  terminated as provided  herein (the "Initial  Term"),
shall be for a period  of two (2)  years  commencing  on the  date  hereof  (the
"Commencement Date"). The term of this Agreement shall automatically be extended
for  additional  terms of one year each (each a "Renewal  Term")  unless  either
party gives prior written notice of non-renewal to the other party no later than
sixty  (60) days  prior to the  expiration  of the  Initial  Term  ("Non-Renewal
Notice"),  or the then current Renewal Term, as the case may be. For purposes of
this  Agreement,   the  Initial  Term  and  any  Renewal  Term  are  hereinafter
collectively referred to as the "Term."





         Section 4. COMPENSATION OF EXECUTIVE.

         4.1  BASE  SALARY.   The   Corporation   shall  pay  the  Executive  as
compensation  for his services  hereunder,  in equal  semi-monthly  or bi-weekly
installments  during  the  Term,  the  sum  of  Three  Hundred  Thirty  Thousand
($330,000) Dollars per annum (the "Base Salary"),  less such deductions as shall
be required to be withheld by applicable law and  regulations.  The  Corporation
shall  review the Base  Salary on an annual  basis and has the right but not the
obligation to increase it, but has no right to decrease the Base Salary.

         4.2  DISCRETIONARY  BONUS.  In addition to the Base Salary set forth in
SECTION 4.1 above,  the Executive  shall be entitled to such bonus  compensation
(in cash,  capital stock or other  property) as a majority of the members of the
Board of Directors of the  Corporation  may determine from time to time in their
sole discretion.

         4.3 EXPENSES.  The Corporation shall pay or reimburse the Executive for
all reasonable out-of-pocket expenses actually incurred or paid by the Executive
in the course of his employment,  consistent with the  Corporation's  policy for
reimbursement of expenses from time to time.

         4.4 BENEFITS.  The Executive  shall be entitled to  participate in such
pension, profit sharing, group insurance,  hospitalization, and group health and
benefit plans and all other  benefits and plans as the  Corporation  provides to
its senior executives (the "Benefit Plans").

         Section 5. TERMINATION.

         5.1  EVENTS  OF   TERMINATION.   This  Agreement  and  the  Executive's
employment  hereunder shall terminate upon the happening of any of the following
events:

               (a) upon the Executive's death;

               (b) upon the Executive's "Total Disability" (as herein defined);

               (c) upon the  expiration of the Initial Term of this Agreement or
          any Renewal Term thereof, if either party has provided a timely notice
          of non-renewal in accordance with Section 3, above;

               (d) at the  Corporation's  option,  upon  sixty  (60) days  prior
          written notice to the Executive if without cause;

               (e) at the  Executive's  option,  upon  thirty  (30)  days  prior
          written notice to the Corporation;

               (f) at the  Executive's  option,  in the  event  of an act by the
          Corporation,  defined in Section 5.3,  below,  as  constituting  "Good
          Reason" for termination by the Executive; and

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               (g) at the  Corporation's  option,  in the event of an act by the
          Executive,  defined in Section 5.4, below, as constituting "Cause" for
          termination by the Corporation.

         5.2 TOTAL  DISABILITY.  For purposes of this  Agreement,  the Executive
shall be deemed to be suffering  from a "Total  Disability" if the Executive has
failed to perform his  regular and  customary  duties to the  Corporation  for a
period of 180 days out of any  360-day  period and if before the  Executive  has
become  "Rehabilitated"  (as herein  defined) a majority  of the  members of the
Board of  Directors of the  Corporation,  exclusive  of the  Executive,  vote to
determine  that the Executive is mentally or  physically  incapable or unable to
continue to perform such regular and  customary  duties of  employment.  As used
herein,  the term  "Rehabilitated"  shall  mean  such time as the  Executive  is
willing,  able and  commences  to devote his time and energies to the affairs of
the  Corporation  to the extent  and in the  manner  that he did so prior to his
Disability.

         5.3 GOOD REASON. For purposes of this Agreement, the term "Good Reason"
shall mean that the Executive has resigned due to the failure of the Corporation
to meet any of its obligations to the Executive  hereunder,  and failure to cure
the same  within  thirty  (30) days  following  Executive's  delivery  of notice
specifying the breach(es) by the  Corporation  which failures by the Corporation
include:  (i) failure to permit the Executive to exercise authority with respect
to the matters  delegated to the Executive  under Exhibit A hereto;  or (ii) the
Corporation  has failed to meet any of its  obligations  to the Executive  under
this or any other agreement between the Corporation and the Executive.

         5.4 CAUSE. For purposes of this Agreement,  the term "Cause" shall mean
material,  gross  and  willful  misconduct  on  the  part  of the  Executive  in
connection with his employment duties hereunder or commission of a felony or act
of dishonesty resulting in material harm to the Corporation by the Executive.

         Section 6. EFFECTS OF TERMINATION.

         6.1 DEATH. Upon termination of the Executive's  employment  pursuant to
Section 5.1 (a), the Executive's  estate or  beneficiaries  shall be entitled to
the following severance benefits:  (i) three (3) months' Base Salary at the then
current rate,  payable in a lump sum, less withholding of applicable  taxes; and
(ii) continued  provision for a period of one (1) year following the Executive's
death  of  benefits  under  Benefit  Plans  extended  from  time  to time by the
Corporation to its senior executives.

         6.2 TOTAL  DISABILITY.  Upon termination of the Executive's  employment
pursuant to SECTION  5.1(b),  the  Executive  shall be entitled to the following
severance benefits:  (i) thirty-six (36) months' Base Salary at the then current
rate, to be paid from the date of  termination  until paid in full in accordance
with  the  Corporation's  usual  practices,  including  the  withholding  of all
applicable  taxes;  (ii) continued  provision  during said thirty-six (36) month
period of the benefits  under  Benefit  Plans  extended from time to time by the
Corporation to its senior  executives;  and (iii) payment on a prorated basis of
any  bonus  or other  payments  earned  in  connection  with  the  Corporation's
then-existing  bonus plan in place at the time of  termination.  The Corporation
may credit  against such amounts any proceeds paid to Executive  with respect to
any disability policy  maintained for his benefit.

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         6.3 EXPIRATION OF TERM. Upon termination of the Executive's  employment
pursuant to Section 5.1(c),  where the Corporation has offered to renew the term
of the  Executive's  employment  for an  additional  one (1) year period and the
Executive  chooses  not to  continue  in the  employ  of  the  Corporation,  the
Executive shall be entitled to receive only the accrued but unpaid  compensation
and vacation pay through the date of termination and any other benefits  accrued
to him  under any  Benefit  Plans  outstanding  at such  time.  In the event the
Corporation  tenders  Non-Renewal  Notice to the  Executive,  then the Executive
shall  be  entitled  to  the  same  severance  benefits  as if  the  Executive's
employment  were  terminated  pursuant  to  SECTION  5.1(d) or  SECTION  5.1(f);
provided,  however,  if  such  Non-Renewal  Notice  was  triggered  due  to  the
Corporation's  statement that the  Executive's  employment was terminated due to
SECTION  5.1(e)  (for  "Cause"),  then  payment of  severance  benefits  will be
contingent  upon a  determination  as to whether  termination  was  properly for
"Cause."

         6.4 BY CORPORATION  WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON. Upon
termination of the Executive's employment pursuant to SECTION 5.1(d) or (f), the
Executive shall be entitled to the following severance benefits: (i) twelve (12)
months'  Base  Salary  at the then  current  rate,  to be paid  upon the date of
termination  of  employment in monthly  installments,  less  withholding  of all
applicable  taxes;  (ii) continued  provision for a period of twelve (12) months
after the date of  termination of the benefits under Benefit Plans extended from
time to time by the Corporation to its senior executives; and (iii) payment on a
prorated  basis of any bonus or other  payments  earned in  connection  with any
bonus  plan to  which  the  Executive  was a  participant  as of the date of the
Executive's termination of employment.

         6.5 BY CORPORATION FOR CAUSE OR BY EXECUTIVE WITHOUT GOOD REASON.  Upon
termination of the Executive's employment pursuant to SECTION 5.1(e) or (g), the
Executive shall be entitled to the following severance benefits: (i) accrued and
unpaid  Base Salary and  vacation  pay  through  the date of  termination,  less
withholding of applicable taxes; and (ii) continued  provision,  for a period of
one (1) month after the date of the  Executive's  termination of employment,  of
benefits  under  Benefit  Plans  extended  to  the  Executive  at  the  time  of
termination.

         6.6 DUTY TO MITIGATE.  The  Executive  shall be obligated to seek other
employment  in  order to  mitigate  his  damages  resulting  from his  discharge
pursuant to SECTIONS 5.1(d), (e), (f) or (g), provided that such employment need
not be taken at a level below chief operating  officer of a subsequent  company.
Any payments  required to be made hereunder by the  Corporation to the Executive
shall continue to the Executive's  beneficiaries in the event of his death until
paid in full.

         Section 7. VACATIONS.  The Executive shall be entitled to a vacation of
four (4) weeks per year,  during  which period his salary shall be paid in full.
The Executive shall take his vacation at such time or times as the Executive and
the Corporation shall determine is mutually  convenient.  Any vacation not taken
in one (1) year shall not accrue,  provided that if vacation is not taken due to
the Corporation's business necessities,  up to two (2) weeks' vacation may carry
over to the subsequent year.

         Section  8.  DISCLOSURE  OF  CONFIDENTIAL  INFORMATION.  The  Executive
recognizes,  acknowledges  and agrees that he has had and will  continue to have
access  to  secret  and  confidential  information  regarding  the  Corporation,

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including  but not  limited  to, its  products,  formulae,  patents,  sources of
supply,  customer  dealings,  data,  know-how and business plans,  provided such
information is not in or does not hereafter become part of the public domain, or
become  known  to  others  through  no  fault of the  Executive.  The  Executive
acknowledges that such information is of great value to the Corporation,  is the
sole  property of the  Corporation,  and has been and will be acquired by him in
confidence.  In consideration  of the obligations  undertaken by the Corporation
herein,  the  Executive  will not, at any time,  during or after his  employment
hereunder, reveal, divulge or make known to any person, any information acquired
by the  Executive  during  the  course of his  employment,  which is  treated as
confidential  by the  Corporation,  and not otherwise in the public domain.  The
provisions of this SECTION 8 shall survive the Executive's  employment hereunder
except in the event of a termination of this  Agreement  pursuant to SECTION 5.1
(d) or (f), hereof, or as detailed in the provision above. All references to the
Corporation  in SECTION 8 and SECTION 9 hereof shall  include any  subsidiary of
the Corporation.

         Section 9. COVENANT NOT TO COMPETE.

              (a) The Executive  recognizes that the services to be performed by
         him  hereunder  are  special,  unique and  extraordinary.  The  parties
         confirm  that it is  reasonably  necessary  for the  protection  of the
         Corporation that the Executive  agree,  and accordingly,  the Executive
         does hereby agree,  that he shall not,  directly or indirectly,  at any
         time during the "Restricted  Period" within the  "Restricted  Area" (as
         those terms are defined in SECTION 9(e) below):

                    (i) except as provided in  SUBSECTION  (c) below,  engage in
               the business of acting as an executive of the Corporation engaged
               in the research, development, production or sale of biotechnology
               products  (including in the areas of muscular  dystrophy,  sickle
               cell anemia,  and other specific  indications)  within any of the
               specific disease  indications  and/or product categories in which
               the Corporation  has been actively  involved during the period of
               Executive's  employment with the  Corporation,  either on his own
               behalf  or  as  an  officer,  director,   stockholder,   partner,
               consultant,   associate,   employee,   owner,  agent,   creditor,
               independent  contractor,  or co-venturer  of any third party;  or
               (ii) not to  solicit  to  employ or  engage,  for or on behalf of
               himself  or  any  third  party,  any  employee  or  agent  of the
               Corporation.

              (b) The  Executive  hereby  agrees  that he will not,  directly or
         indirectly, for or on behalf of himself or any third party, at any time
         during the Term and during the Restricted  Period solicit any customers
         of the Corporation  with respect to products  competitive with products
         then being sold by the Corporation.

              (c) If any of the  restrictions  contained in this Section 9 shall
         be deemed to be  unenforceable  by reason of the  extent,  duration  or
         geographical  scope thereof,  or otherwise,  then the court making such
         determination  shall have the right to reduce  such  extent,  duration,
         geographical scope, or other provisions hereof, and in its reduced form
         this  Section  shall then be  enforceable  in the  manner  contemplated
         hereby.

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              (d) This SECTION 9 shall not be construed to prevent the Executive
         from owning,  directly or indirectly,  in the aggregate,  an amount not
         exceeding  five  percent  (5%) of the  issued  and  outstanding  voting
         securities of any class of any  corporation  whose voting capital stock
         is  traded  or  listed  on a  national  securities  exchange  or in the
         over-the-counter market.

              (e) The term "Restricted Period," as used in this SECTION 9, shall
         mean the period of the Executive's  actual employment  hereunder,  plus
         twelve (12) months  after the date the  Executive is actually no longer
         employed by the Corporation. The term "Restricted Area" as used in this
         SECTION 9 shall mean the continental United States.

              (f) The provisions of this SECTION 9 shall survive the termination
         of the  Executive's  employment  hereunder  and  until  the  end of the
         Restricted  Period as  provided in SECTION  9(e)  hereof  except in the
         event that this  Agreement is terminated  pursuant to SECTION 5.1(d) or
         (f),   hereof,   in  which  case  such  provisions  shall  not  survive
         termination of this Agreement. In no event shall the terms of SECTION 9
         be  enforceable,  should  the  Corporation  be in default of any of its
         obligations  to  the  Executive  at the  time  of  his  termination  of
         employment by the Corporation.

         Section 10. MISCELLANEOUS.

         10.1 INJUNCTIVE RELIEF. The Executive acknowledges that the services to
be  rendered by him under the  provisions  of this  Agreement  are of a special,
unique and extraordinary  character and that it would be difficult or impossible
to replace such services.  Accordingly,  the Executive agrees that any breach or
threatened  breach by him of SECTIONS 8 or 9 of this Agreement shall entitle the
Corporation,  in addition to all other legal remedies  available to it, to apply
to any  court  of  competent  jurisdiction  to seek to  enjoin  such  breach  or
threatened  breach.  The parties  understand  and intend  that each  restriction
agreed to by the  Executive  hereinabove  shall be construed  as  separable  and
divisible  from  every  other  restriction,  that  the  unenforceability  of any
restriction  shall  not limit the  enforceability,  in whole or in part,  of any
other  restriction,  and  that  one or more or all of such  restrictions  may be
enforced in whole or in part as the circumstances warrant. In the event that any
restriction in this Agreement is more  restrictive  than permitted by law in the
jurisdiction  in  which  the  Corporation   seeks  enforcement   thereof,   such
restriction  shall be  limited  to the extent  permitted  by law.  The remedy of
injunctive  relief herein set forth shall be in addition to, and not in lieu of,
any other rights or remedies that the Corporation may have at law or in equity.

         10.2 ASSIGNMENTS.  Neither the Executive nor the Corporation may assign
or  delegate  any of their  rights or duties  under this  Agreement  without the
express  written  consent of the other;  provided  however that the  Corporation
shall have the right to delegate  its  obligation  of payment of all sums due to
the Executive  hereunder,  provided that such  delegation  shall not relieve the
Corporation of any of its obligations hereunder.

         10.3 ENTIRE AGREEMENT. This Agreement constitutes and embodies the full
and  complete  understanding  and  agreement  of the parties with respect to the
Executive's  employment by the Corporation,  supersedes all prior understandings
and  agreements,  whether  oral  or  written,  between  the  Executive  and  the

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Corporation,  and  shall  not be  amended,  modified  or  changed  except  by an
instrument  in writing  executed by the party to be charged.  The  invalidity or
partial  invalidity  of one or more  provisions  of  this  Agreement  shall  not
invalidate any other provision of this  Agreement.  No waiver by either party of
any  provision or condition to be performed  shall be deemed a waiver of similar
or  dissimilar  provisions  or  conditions  at the  same  time or any  prior  or
subsequent time.

         10.4 BINDING  EFFECT.  This Agreement shall inure to the benefit of, be
binding upon and enforceable  against,  the parties hereto and their  respective
successors, heirs, beneficiaries and permitted assigns.

         10.5  HEADINGS.  The  headings  contained  in  this  Agreement  are for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         10.6 NOTICES. All notices,  requests,  demands and other communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been duly given when personally delivered,  sent by registered or
certified  mail,  return  receipt  requested,  postage  prepaid,  or by  private
overnight  mail service (e.g.  Federal  Express) to the party at the address set
forth above or to such other address as either party may  hereafter  give notice
of in accordance  with the provisions  hereof.  Notices shall be deemed given on
the  sooner  of the date  actually  received  or the  third  business  day after
sending.

         10.7 GOVERNING  LAW. This Agreement  shall be governed by and construed
in accordance  with the laws of the State of Maryland  without  giving effect to
such  State's  conflicts  of laws  provisions  and  each of the  parties  hereto
irrevocably  consents  to the  jurisdiction  and venue of the  federal and state
courts located in the State of Maryland.

         10.8 COUNTERPARTS. This Agreement may be executed simultaneously in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one of the same  instrument.  The parties hereto
have executed this Agreement as of the date set forth above.


CORPORATION:                            EXECUTIVE:

CEPTOR CORPORATION                      William Pursley


By: /s/ Donald W. Fallon                /s/ William H. Pursley
    -------------------------           ------------------------------------
                                        Signature
Title: SVP, Finance and
       Administration



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                                    EXHIBIT A

The President and Chief  Executive  Officer is the most senior  executive of the
Corporation.  This  position is  responsible  for  overseeing  all functions and
directing the  Corporation  to ensure  attainment of  operational  and strategic
goals and to maximize return on invested capital. Subject to the approval of the
Board of Directors,  this position is responsible for the formulation of current
and long-range plans and objectives, and represents the Corporation in relations
with its customers and the business and non-business communities.  This position
reports to the Board of Directors.

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