-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K/d7ibludBPgDe/P6mvuo3V8oBfYUqvx4ORKO9+SkVbjEwhcGcErDajuKCxWx4tR iWSGegctxMO0h0GCstqH4Q== 0001144204-08-000103.txt : 20080102 0001144204-08-000103.hdr.sgml : 20080101 20080102153039 ACCESSION NUMBER: 0001144204-08-000103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20080101 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080102 DATE AS OF CHANGE: 20080102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIVANTA MEDICAL CORP CENTRAL INDEX KEY: 0001093285 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 222436721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27119 FILM NUMBER: 08501631 BUSINESS ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 BUSINESS PHONE: (732) 919-2799 MAIL ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 FORMER COMPANY: FORMER CONFORMED NAME: MEDI HUT CO INC DATE OF NAME CHANGE: 19990816 8-K 1 v098600_8k.htm

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):

January 1, 2008

SCIVANTA MEDICAL CORPORATION

(Exact name of registrant as specified in charter)

Nevada	000-27119	22-2436721
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

215 Morris Avenue, Spring Lake, New Jersey			07762
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (732) 282-1620

(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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

Options Granted to Employees

Executive Officers

On January 1, 2008, Scivanta Medical Corporation (“Scivanta” or the “Company”) granted a non-qualified stock option to purchase 100,000 shares of common stock under the Company’s 2007 Equity Incentive Plan to each of David R. LaVance, the Company’s President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary. An aggregate of 200,000 shares of the Company’s common stock could be purchased pursuant to these options. Each option has a ten year term and is exercisable at $0.14 per share. The shares of common stock underlying each option vest as follows: 33,333 shares vest on December 31, 2008; 33,333 shares vest on December 31, 2009; and 33,334 shares vest on December 31, 2010.

In the event of a change in control of the Company, as defined in the 2007 Equity Incentive Plan, each of the options becomes fully vested as of ten days prior to the change in control. The shares of common stock issued upon the exercise of the options will be unregistered securities.

In connection with the grants to Messers. LaVance and Gifford of the options to purchase an aggregate of 200,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Non-Executive Officer

On January 1, 2008, the Company granted a non-qualified stock option to purchase 50,000 shares of common stock under the Company’s 2007 Equity Incentive Plan to Allan J. Jones, the Company’s controller. The option has a ten year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 16,666 shares vest on December 31, 2008; 16,666 shares vest on December 31, 2009; and 16,668 shares vest on December 31, 2010.

In the event of a change in control of the Company, as defined in the 2007 Equity Incentive Plan, the option becomes fully vested as of ten days prior to the change in control. The shares of common stock issued upon the exercise of the option will be unregistered securities.

In connection with the grant to Mr. Jones of the option to purchase 50,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Options Granted to Directors

Richard E. Otto. On January 1, 2008, the Company granted a non-qualified stock option to purchase 27,000 shares of common stock under the Company’s 2007 Equity Incentive Plan to Richard E. Otto. The option was granted as partial consideration for Mr. Otto’s continuing service in 2008 as a member of the Company’s board of directors, as a member of the Company’s audit committee and as the chairman of the Company’s compensation committee. The option has a five year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 6,750 shares vest on March 31, 2008; 6,750 shares vest on June 30, 2008; 6,750 shares vest on September 30, 2008; and 6,750 shares vest on December 31, 2008.

In connection with the grant to Mr. Otto of the option to purchase 27,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Lawrence M. Levy. On January 1, 2008, the Company granted a non-qualified stock option to purchase 25,000 shares of common stock under the Company’s 2007 Equity Incentive Plan to Lawrence M. Levy. The option was granted as partial consideration for Mr. Levy’s continuing service in 2008 as a member of the Company’s board of directors, as a member of the Company’s audit committee and as a member of the Company’s compensation committee. The option has a five year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 6,250 shares vest on March 31, 2008; 6,250 shares vest on June 30, 2008; 6,250 shares vest on September 30, 2008; and 6,250 shares vest on December 31, 2008.

In connection with the grant to Mr. Levy of the option to purchase 25,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Anthony Giordano, III. On January 1, 2008, the Company granted a non-qualified stock option to purchase 29,000 shares under the Company’s 2007 Equity Incentive Plan to Anthony Giordano, III. The option was granted as partial consideration for Mr. Giordano’s continuing service in 2008 as a member of the Company’s board of directors, as the chairman of the Company’s audit committee and as a member of the Company’s compensation committee. The option has a five year term and is exercisable at $0.14 per share. The shares of common stock underlying the warrant vest as follows: 7,250 shares vest on March 31, 2008; 7,250 shares vest on June 30, 2008; 7,250 shares vest on September 30, 2008; and 7,250 shares vest on December 31, 2008.

In the event of a change in control of the Company, as defined in the option, the option becomes fully vested as of ten days prior to the change in control. The shares of common stock issued upon the exercise of the option will be unregistered securities.

In connection with the grant to Mr. Giordano of the option to purchase 29,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 1, 2008, the Company entered into an executive employment agreement with each of David R. LaVance, the Company’s President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary (collectively, the “Employment Agreements”). The term of each of the Employment Agreements commenced on January 1, 2008 and ends on January 1, 2011, but can be renewed for successive one year periods unless terminated as provided in the Employment Agreements. Both Messers. LaVance and Gifford shall be paid an annual base salary of $275,000, which may be increased by the compensation committee of the Company’s board of directors. In addition, both Messers. LaVance and Gifford shall be eligible to receive an annual performance bonus based on the achievement of certain performance objectives as determined by the compensation committee of the Company’s board of directors. The Company will also provide certain benefits to Messers. LaVance and Gifford, which include a comprehensive medical package, dental insurance, long-term disability coverage, a 401(k) Savings Plan/Profit Sharing Plan and a Section 125 Cafeteria Plan. Messers. LaVance and Gifford will also be entitled to vacation days in accordance with the Company’s policies.

In the event that Mr. LaVance or Mr. Gifford is terminated without Good Cause (as defined in the Employment Agreements and used herein), or Mr. LaVance or Mr. Gifford terminates his employment for Good Reason (as defined in the Employment Agreements and used herein), Mr. LaVance or Mr. Gifford, as the case may be, will be entitled to receive a severance payment equal to his annual base salary in effect on the date of termination.

In addition, in the event that within 180 days of a Change of Control (as defined in the Employment Agreements and used herein) of the Company, the employment of Mr. LaVance or Mr. Gifford is terminated by the Company or its successor without Good Cause, or Mr. LaVance or Mr. Gifford terminates his employment with the Company or its successor for Good Reason, Mr. LaVance or Mr. Gifford, as the case may be, shall be paid a severance payment; provided however, that if the termination of employment occurs prior to the Change of Control, the Change of Control must have been considered by the Company at the time of termination for Mr. LaVance or Mr. Gifford to be entitled to the severance payment. The amount of the severance payment will be equal to two times the sum of Mr. LaVance’s or Mr. Gifford’s, annual base salary in effect immediately prior to the termination of Mr. LaVance’s or Mr. Gifford’s employment and an amount which is the lesser of (1) $150,000 and (2) the aggregate amount of any bonuses paid to Mr. LaVance or Mr. Gifford during the 12 months prior to the earlier of (A) the effective date of the Change of Control and (B) the date Mr. LaVance’s or Mr. Gifford’s employment terminates with the Company.

Pursuant to the Employment Agreements, any severance payment to be paid by the Company to Mr. LaVance or Mr. Gifford is subject to the Company and Mr. LaVance or Mr. Gifford entering into and not revoking a release of claims in favor of the Company.

Each of Mr. LaVance and Mr. Gifford has agreed that (a) during the term of his employment with the Company and (b) for one year after the termination of his employment with the Company, he will not, directly or indirectly, be employed by, provide consulting services to or have any ownership interest (as a stockholder, partner or otherwise) in any Competing Business (as defined in the Employment Agreements), except for as permitted in the Employment Agreements.

Each of Mr. LaVance and Mr. Gifford has also agreed that (a) during the term of his employment with the Company, and (b) for a period of 3 years after the termination of his employment with the Company, he will not recruit any employee of the Company or solicit, divert or take away the business or patronage of any of the clients, customers or accounts of the Company that were served by the Company while he was employed by the Company.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description

10.21		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of Scivanta Medical Corporation (the “Registrant’).

10.22		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of the Registrant.

10.23		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Richard E. Otto was granted a non-qualified stock option to purchase up to 27,000 shares of common stock of the Registrant.

10.24		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Lawrence M. Levy was granted a non-qualified stock option to purchase up to 25,000 shares of common stock of the Registrant.

10.25		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Anthony Giordano, III was granted a non-qualified stock option to purchase up to 29,000 shares of common stock of the Registrant.

10.26		Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and David R. LaVance.

10.27		Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and Thomas S. Gifford.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SCIVANTA MEDICAL CORPORATION
(Registrant)

By:	/s/ David R. LaVance
	David R. LaVance
	Chairman of the Board, President and Chief Executive Officer

Date: January 2, 2008

EXHIBIT INDEX

Exhibit No.		Description of Exhibit

10.21		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of Scivanta Medical Corporation (the “Registrant’).

10.22		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of the Registrant.

10.23		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Richard E. Otto was granted a non-qualified stock option to purchase up to 27,000 shares of common stock of the Registrant.

10.24		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Lawrence M. Levy was granted a non-qualified stock option to purchase up to 25,000 shares of common stock of the Registrant.

10.25		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Anthony Giordano, III was granted a non-qualified stock option to purchase up to 29,000 shares of common stock of the Registrant.

10.26		Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and David R. LaVance.

10.27		Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and Thomas S. Gifford.

EX-10.21 2 v098600_ex10-21.htm

EXHIBIT 10.21

STOCK OPTION AGREEMENT

AND

NOTICE OF GRANT

Date of Grant: January 1, 2008

David R. LaVance

c/o Century Capital Associates LLC

215 Morris Avenue

Spring Lake, New Jersey 07762

Dear David:

In recognition of your service to Scivanta Medical Corporation (“Scivanta”) and to encourage you to continue to take into account the long-term interests of Scivanta, the Board of Directors of Scivanta (the “Board”) has authorized the grant to you of an option (the “Option”) to purchase one-hundred thousand (100,000) shares (the “Shares”) of Scivanta’s common stock, par value $.001 per share (“Common Stock”), under the Scivanta Medical Corporation 2007 Equity Incentive Plan (the “Equity Incentive Plan”).

1. Equity Incentive Plan.

The Option is a Nonqualified Option and subject to each and every provision of the Equity Incentive Plan which are incorporated by reference herein, as well as the terms and provisions set forth in this Stock Option Agreement and Notice of Grant (this “Stock Option Agreement”). The Equity Incentive Plan shall govern and be conclusive as to all matters not expressly provided for in this Stock Option Agreement. In the event of any conflict between the terms of this Stock Option Agreement and the Equity Incentive Plan, the terms of this Stock Option Agreement shall govern. All capitalized terms contained herein which are not otherwise defined herein shall have the meanings ascribed to them in the Equity Incentive Plan. By accepting the Option you agree to be bound by the provisions of the Equity Incentive Plan and this Stock Option Agreement. A copy of the Equity Incentive Plan has been previously provided to you.

2. Exercise Price and Procedure.

The per share exercise price of the Option is $0.14 (the “Option Price”), which is equal to the closing price of Scivanta’s Common Stock on December 31, 2007. The Option Price may be adjusted as provided for in the Equity Incentive Plan. Full payment shall be made for any Shares to be purchased under the Option at the time of exercise of the Option. Payment for the Shares to be purchased upon the exercise of the Option shall be made by personal check or in cash in an amount equal to the aggregate Option Price. Alternatively, payment for the Shares to be purchased upon the exercise of the Option may be made by (a) delivery of a number of shares of Common Stock owned by you which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price, or (b) instructing Scivanta to withhold from the Shares deliverable upon exercise of the Option that number of Shares which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price. The portion of any payment in the form of Common Stock which exceeds the aggregate Option Price, will be returned to you in the form of a cash payment.

Subject to the terms of this Stock Option Agreement and the Equity Incentive Plan, the Option shall become exercisable on the date or dates, and subject to such conditions, as are set forth herein. To the extent that a portion of the Option is or becomes exercisable and is not exercised, such portion shall accumulate and be exercisable by you in whole or in part at any time prior to expiration of the Option, subject to the terms of this Stock Option Agreement and the Equity Incentive Plan. You expressly acknowledge that the Option may vest and be exercisable only upon such terms and conditions as are provided in this Stock Option Agreement and the Equity Incentive Plan.

To exercise all or any portion of the Option, you must provide to Scivanta (a) written notice of such exercise, which is to include the number of Shares of Scivanta’s Common Stock to be purchased upon such exercise (the “Notice of Exercise”), and (b) payment of the aggregate Option Price as provided above. A form of Notice of Exercise is attached hereto. The Notice of Exercise is to be delivered to Scivanta at the following address:

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attn: Thomas S. Gifford

Executive Vice President,

Chief Financial Officer and Secretary

Upon the exercise of the Option in whole or in part and payment of the aggregate Option Price in accordance with the provisions of this Stock Option Agreement, Scivanta shall, as soon thereafter as practicable, deliver to you a certificate or certificates for the Shares purchased.

3. Term and Vesting of Options.

The date of grant of the Option is January 1, 2008 and the Option shall expire on and may not be exercised after January 1, 2018 (the “Term”), unless such Term is reduced or extended as provided for herein or in the Equity Incentive Plan.

The Shares of Common Stock underlying the Option vest as follows: 33,333 Shares vest on December 31, 2008; 33,333 Shares vest on December 31, 2009; and 33,334 Shares vest on December 31, 2010.

Unless the Board determines otherwise, upon the termination of your employment with Scivanta for any reason whatsoever, including death and Disability, your right to purchase any Shares underlying the Option which have not vested shall terminate and be of no further effect. Any Shares of Common Stock underlying the Option which have vested at the time your employment with Scivanta terminates, for any reason other than death, shall remain subject to purchase through the remainder of the Term.

Upon your death, all vested Shares of Common Stock underlying the Option may be purchased by the administrator of your estate for a period of one year following your death. Your right to purchase any vested Shares of Common Stock available for purchase under the Option which have not been purchased within one year from the date of your death, shall automatically terminate on the one year anniversary of your death and be of no further effect. In the event of a Change in Control of Scivanta, the Option becomes fully vested as of ten days prior to the Change in Control.

4. Miscellaneous.

4.01. Nonqualified Option. The Option is not qualified for favorable tax treatment under Sections 422 or 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Scivanta recommends that you consult with your tax advisor regarding the tax consequences related to the Option.

4.02. Restrictions on Transferability of the Option and Shares. The Option is not transferable by you except by will or the laws of descent and distribution. The Shares to be acquired by you pursuant to the exercise of the Option have not been registered under the Securities Act of 1933, as amended, or any state securities act or law, and, as a result, are subject to certain restrictions on transfer thereunder.

4.03. Withholding. As a condition to the issuance of Shares upon the exercise of the Option, Scivanta can require you to remit to it the amount which Scivanta has determined must be withheld in respect of federal or state income or employment taxes attributable to any taxable income to be recognized by you in connection with the exercise of the Option.

4.04. Employment Rights. No provision of this Stock Option Agreement or of the Equity Incentive Plan shall give you any right to continue in the employ of Scivanta, create any inference as to the length your employment with Scivanta, affect the right of Scivanta to terminate the employment of you, with or without cause, or give you any right to participate in any employee welfare or benefit plan or other program of Scivanta.

4.05. Governing Law and Jurisdiction. The Equity Incentive Plan and this Stock Option Agreement shall be construed and their respective provisions enforced and administered in accordance with the laws of the State of Nevada.

4.06. Compliance with Code Section 409A. Notwithstanding any other provision in this Stock Option Agreement or the Equity Incentive Plan to the contrary, if and to the extent that Section 409A (“Section 409A”) of the Code is deemed to apply to the Equity Incentive Plan, this Stock Option Agreement or the Option granted hereby, it is the general intention of Scivanta that the Equity Incentive Plan, this Stock Option Agreement and the Option shall comply with Section 409A, related regulations or other guidance, and the Equity Incentive Plan, this Stock Option Agreement and the Option shall, to the extent practicable, be construed in accordance therewith.

If you wish to accept the Option granted hereby pursuant to the terms set forth herein, please signify your acceptance by countersigning this Stock Option Agreement below where designated. Any comments or questions should be directed to Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary at Scivanta Medical Corporation, 215 Morris Avenue, Spring Lake, New Jersey 07762. The phone number of Scivanta is (732) 282-1620.

	Very truly yours,

	Scivanta Medical Corporation

	By:	/s/ Thomas S. Gifford
	Name:	Thomas S. Gifford
	Title:	Executive Vice President, Chief Executive
		Officer and Secretary

By the execution hereof, I accept the grant of Option provided for herein and agree to be bound by the terms and provisions set forth in this Stock Option Agreement and the Equity Incentive Plan.

/s/ David R. LaVance
David R. LaVance

NOTICE OF EXERCISE

Date: _______ __, 20__

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attention: Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary

Dear Mr. Gifford:

I hereby exercise the non-qualified stock option (the “Option”) granted to me on January 1, 2008 for the purchase of ________ shares (the “Shares”) of common stock, par value $.001 per share (“Common Stock”), of Scivanta Medical Corporation (“Scivanta”). I was granted the Option under the Scivanta Medical Corporation 2007 Equity Incentive Plan (the “Equity Incentive Plan”). The per share exercise price is $0.14 (the “Option Price”) and the aggregate Option Price for the Shares being purchased is $___________.

Please check the box next to the applicable payment provision:

o	As full payment for the Shares being purchased, enclosed with this Notice of Exercise is a personal check or cash in the amount of the aggregate Option Price of $___________. (Checks should be made payable to “Scivanta Medical Corporation”.)

o	I wish to pay for the Shares being purchased by delivering to Scivanta that number of Shares of Common Stock which have an aggregate Fair Market Value (as defined in the Equity Incentive Plan) equal to or greater than the aggregate Option Price.

o	I wish to pay for the Shares being purchased by having Scivanta withhold therefrom the number of Shares of Common Stock which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price.

I agree hereby that Scivanta is not required to issue me the Shares to be purchased pursuant to my exercise of the Option as provided for in this Notice of Exercise, until I have remitted to Scivanta the aggregate amount of any applicable withholding taxes which Scivanta has notified me shall be withheld in connection with the exercise of the Option.

I hereby understand that the Shares to be acquired by me pursuant to the exercise of the Option have not been registered under the Securities Act of 1933, as amended, or any state securities act or law, and, as a result, are subject to certain restrictions on transfer thereunder.


Signature

Print Name



Address

Tax Identification Number

EX-10.22 3 v098600_ex10-22.htm

EXHIBIT 10.22

STOCK OPTION AGREEMENT

AND

NOTICE OF GRANT

Date of Grant: January 1, 2008

Thomas S. Gifford

c/o Century Capital Associates LLC

215 Morris Avenue

Spring Lake, New Jersey 07762

Dear Tom:

1. Equity Incentive Plan.

2. Exercise Price and Procedure.

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attn: David R. LaVance

President and Chief Executive Officer

3. Term and Vesting of Options.

The Shares of Common Stock underlying the Option vest as follows: 33,333 Shares vest on December 31, 2008; 33,333 Shares vest on December 31, 2009; and 33,334 Shares vest on December 31, 2010.

4. Miscellaneous.

If you wish to accept the Option granted hereby pursuant to the terms set forth herein, please signify your acceptance by countersigning this Stock Option Agreement below where designated. Any comments or questions should be directed to David R. LaVance, President and Chief Executive Officer at Scivanta Medical Corporation, 215 Morris Avenue, Spring Lake, New Jersey 07762. The phone number of Scivanta is (732) 282-1620.

	Very truly yours,

	Scivanta Medical Corporation

	By:	/s/ David R. LaVance
	Name:	David R. LaVance
	Title:	President and Chief Executive Officer

By the execution hereof, I accept the grant of Option provided for herein and agree to be bound by the terms and provisions set forth in this Stock Option Agreement and the Equity Incentive Plan.

/s/ Thomas S. Gifford
Thomas S. Gifford

NOTICE OF EXERCISE

Date: _______ __, 20__

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attention: David R. LaVance, President and Chief Executive Officer

Dear Mr. LaVance:

Please check the box next to the applicable payment provision:

o	As full payment for the Shares being purchased, enclosed with this Notice of Exercise is a personal check or cash in the amount of the aggregate Option Price of $___________. (Checks should be made payable to “Scivanta Medical Corporation”.)

o	I wish to pay for the Shares being purchased by delivering to Scivanta that number of Shares of Common Stock which have an aggregate Fair Market Value (as defined in the Equity Incentive Plan) equal to or greater than the aggregate Option Price.

o	I wish to pay for the Shares being purchased by having Scivanta withhold therefrom the number of Shares of Common Stock which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price.


Signature

Print Name



Address

Tax Identification Number

EX-10.23 4 v098600_ex10-23.htm

EXHIBIT 10.23

STOCK OPTION AGREEMENT

AND

NOTICE OF GRANT

Date of Grant: January 1, 2008

Richard E. Otto

15 Fairway Drive

St. Simons Island, Georgia 31522

Dear Richard:

In recognition of your service to Scivanta Medical Corporation (“Scivanta”) and to encourage you to continue to take into account the long-term interests of Scivanta, the Board of Directors of Scivanta (the “Board”) has authorized the grant to you of an option (the “Option”) to purchase twenty-seven thousand (27,000) shares (the “Shares”) of Scivanta’s common stock, par value $.001 per share (“Common Stock”), under the Scivanta Medical Corporation 2007 Equity Incentive Plan (the “Equity Incentive Plan”).

1. Equity Incentive Plan.

2. Exercise Price and Procedure.

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attn: Thomas S. Gifford

Executive Vice President,

Chief Financial Officer and Secretary

3. Term and Vesting of Options.

The date of grant of the Option is January 1, 2008 and the Option shall expire on and may not be exercised after January 1, 2013 (the “Term”), unless such Term is reduced or extended as provided for herein or in the Equity Incentive Plan.

The Shares of Common Stock underlying the Option vest as follows: 6,750 Shares vest on March 31, 2008; 6,750 Shares vest on June 30, 2008; 6,750 Shares vest on September 30, 2008; and 6,750 share vest on December 31, 2008.

Unless the Board determines otherwise, upon your termination as a member of the Board for any reason whatsoever, including death and Disability, your right to purchase any Shares underlying the Option which have not vested shall terminate and be of no further effect. Any Shares of Common Stock underlying the Option which have vested at the time you cease to be a member of the Board, for any reason other than death, shall remain subject to purchase through the remainder of the Term.

4. Miscellaneous.

4.03. Withholding. As a condition to the issuance of Shares upon the exercise of the Option, Scivanta can require you to remit to it the amount which Scivanta has determined must be withheld in respect of federal or state income attributable to any taxable income to be recognized by you in connection with the exercise of the Option.

4.04. No Right of Service. No provision of this Stock Option Agreement or of the Equity Incentive Plan shall give you any right to continue as a member of the board of directors of Scivanta or interfere with the right of Scivanta to terminate your service as a director at any time in accordance with Scivanta’s Bylaws and applicable law.

	Very truly yours,

	Scivanta Medical Corporation

	By:	/s/ David R. LaVance
	Name: David R. LaVance
	Title: President and Chief Executive Officer

By the execution hereof, I accept the grant of Option provided for herein and agree to be bound by the terms and provisions set forth in this Stock Option Agreement and the Equity Incentive Plan.

/s/ Richard E. Otto
Richard E. Otto

NOTICE OF EXERCISE

Date: _______ __, 20__

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attention: Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary

Dear Mr. Gifford:

Please check the box next to the applicable payment provision:

o	As full payment for the Shares being purchased, enclosed with this Notice of Exercise is a personal check or cash in the amount of the aggregate Option Price of $___________. (Checks should be made payable to “Scivanta Medical Corporation”.)

o	I wish to pay for the Shares being purchased by delivering to Scivanta that number of Shares of Common Stock which have an aggregate Fair Market Value (as defined in the Equity Incentive Plan) equal to or greater than the aggregate Option Price.

o	I wish to pay for the Shares being purchased by having Scivanta withhold therefrom the number of Shares of Common Stock which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price.


Signature


Print Name




Address


Tax Identification Number

EX-10.24 5 v098600_ex10-24.htm

EXHIBIT 10.24

STOCK OPTION AGREEMENT

AND

NOTICE OF GRANT

Date of Grant: January 1, 2008

Lawrence M. Levy

Burroughs Wharf

50 Battery Street PH-8

Boston, Massachusetts 02109

Dear Larry:

In recognition of your service to Scivanta Medical Corporation (“Scivanta”) and to encourage you to continue to take into account the long-term interests of Scivanta, the Board of Directors of Scivanta (the “Board”) has authorized the grant to you of an option (the “Option”) to purchase twenty-five thousand (25,000) shares (the “Shares”) of Scivanta’s common stock, par value $.001 per share (“Common Stock”), under the Scivanta Medical Corporation 2007 Equity Incentive Plan (the “Equity Incentive Plan”).

1. Equity Incentive Plan.

2. Exercise Price and Procedure.

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attn: Thomas S. Gifford

Executive Vice President,

Chief Financial Officer and Secretary

3. Term and Vesting of Options.

The Shares of Common Stock underlying the Option vest as follows: 6,250 Shares vest on March 31, 2008; 6,250 Shares vest on June 30, 2008; 6,250 Shares vest on September 30, 2008; and 6,250 share vest on December 31, 2008.

4. Miscellaneous.

4.03. Withholding. As a condition to the issuance of Shares upon the exercise of the Option, Scivanta can require you to remit to it the amount which Scivanta has determined must be withheld in respect of federal or state income attributable to any taxable income to be recognized by you in connection with the exercise of the Option.

Very truly yours,

Scivanta Medical Corporation

By:	/s/ David R. LaVance
Name:	David R. LaVance
Title:	President and Chief Executive Officer

By the execution hereof, I accept the grant of Option provided for herein and agree to be bound by the terms and provisions set forth in this Stock Option Agreement and the Equity Incentive Plan.

/s/ Lawrence M. Levy

Lawrence M. Levy

NOTICE OF EXERCISE

Date: _______ __, 20__

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attention: Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary

Dear Mr. Gifford:

Please check the box next to the applicable payment provision:

o	As full payment for the Shares being purchased, enclosed with this Notice of Exercise is a personal check or cash in the amount of the aggregate Option Price of $___________. (Checks should be made payable to “Scivanta Medical Corporation”.)

o	I wish to pay for the Shares being purchased by delivering to Scivanta that number of Shares of Common Stock which have an aggregate Fair Market Value (as defined in the Equity Incentive Plan) equal to or greater than the aggregate Option Price.

o	I wish to pay for the Shares being purchased by having Scivanta withhold therefrom the number of Shares of Common Stock which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price.

Signature

Print Name

Address

Tax Identification Number

EX-10.25 6 v098600_ex10-25.htm

EXHIBIT 10.25

STOCK OPTION AGREEMENT

AND

NOTICE OF GRANT

Date of Grant: January 1, 2008

Anthony Giordano, III

c/o Central Jersey Bank

6 West End Court

Long Branch, New Jersey 07740

Dear Anthony:

In recognition of your service to Scivanta Medical Corporation (“Scivanta”) and to encourage you to continue to take into account the long-term interests of Scivanta, the Board of Directors of Scivanta (the “Board”) has authorized the grant to you of an option (the “Option”) to purchase twenty-nine thousand (29,000) shares (the “Shares”) of Scivanta’s common stock, par value $.001 per share (“Common Stock”), under the Scivanta Medical Corporation 2007 Equity Incentive Plan (the “Equity Incentive Plan”).

1. Equity Incentive Plan.

2. Exercise Price and Procedure.

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attn: Thomas S. Gifford

Executive Vice President,

Chief Financial Officer and Secretary

3. Term and Vesting of Options.

The Shares of Common Stock underlying the Option vest as follows: 7,250 Shares vest on March 31, 2008; 7,250 Shares vest on June 30, 2008; 7,250 Shares vest on September 30, 2008; and 7,250 share vest on December 31, 2008.

4. Miscellaneous.

4.03. Withholding. As a condition to the issuance of Shares upon the exercise of the Option, Scivanta can require you to remit to it the amount which Scivanta has determined must be withheld in respect of federal or state income attributable to any taxable income to be recognized by you in connection with the exercise of the Option.

	Very truly yours,

	Scivanta Medical Corporation

	By:	/s/ David R. LaVance
	Name:	David R. LaVance
	Title:	President and Chief Executive Officer

By the execution hereof, I accept the grant of Option provided for herein and agree to be bound by the terms and provisions set forth in this Stock Option Agreement and the Equity Incentive Plan.

/s/ Anthony Giordano, III
Anthony Giordano, III

NOTICE OF EXERCISE

Date: _______ __, 20__

Scivanta Medical Corporation

215 Morris Avenue

Spring Lake, New Jersey 07762

Attention: Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary

Dear Mr. Gifford:

Please check the box next to the applicable payment provision:

o	As full payment for the Shares being purchased, enclosed with this Notice of Exercise is a personal check or cash in the amount of the aggregate Option Price of $___________. (Checks should be made payable to “Scivanta Medical Corporation”.)

o	I wish to pay for the Shares being purchased by delivering to Scivanta that number of Shares of Common Stock which have an aggregate Fair Market Value (as defined in the Equity Incentive Plan) equal to or greater than the aggregate Option Price.

o	I wish to pay for the Shares being purchased by having Scivanta withhold therefrom the number of Shares of Common Stock which have an aggregate Fair Market Value equal to or greater than the aggregate Option Price.


Signature

Print Name



Address

Tax Identification Number

EX-10.26 7 v098600_ex10-26.htm

EXHIBIT 10.26

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is made as of the 1^st day of January, 2008, by and between Scivanta Medical Corporation, a Nevada corporation (the “Company”), and David R. LaVance (the “Executive”).

WHEREAS, the Company desires to continue to employ the Executive in the capacity and under the terms and conditions as are set forth herein; and

WHEREAS, the Executive desires to continue to be employed by the Company in the capacity and under the terms and conditions as are set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, undertakings and representations contained herein, and intending to be legally bound thereby, the Company and the Executive agree as follows:

1. Employment. The Company hereby employs the Executive and the Executive hereby accepts employment upon the terms and conditions hereinafter set forth in this Agreement.

2. The Term of Employment. Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall commence as of January 1, 2008 and shall continue for a period of three (3) years thereafter through December 31, 2010 (the “Initial Term of Employment”). Upon expiration of the Initial Term of Employment, the term of this Agreement shall automatically renew for successive one (1) year periods (each additional year is a “Successive Term of Employment”), unless otherwise terminated as provided for herein. Unless otherwise indicated, the phrase “Employment Period” shall include the “Initial Term of Employment” and each “Successive Term of Employment,” if any.

3. Position and Duties. The Executive will be the President and Chief Executive Officer of the Company, with such powers, duties and responsibilities consistent with the office of president and chief executive officer and as otherwise may be described in the Company’s By-laws or determined by the Board of Directors of the Company (the “Board”) from time to time. The Executive will report directly to the Board.

During the Employment Period, the Executive shall faithfully perform and discharge the above described duties and responsibilities and, except for reasonable vacations, holidays and absences due to illness taken in accordance with the Company’s policies, shall devote the necessary time, energy, skills and attention to the business of the Company in order to fully and adequately perform such duties and responsibilities

4. Services as a Director. The Executive agrees to serve as a director of the Company, if elected by the shareholders. If requested by the Board, the Executive agrees to serve as an officer and/or director of any subsidiary or other affiliated entity of the Company, if any. The Executive is not entitled to compensation for service as a director of the Company, or as an officer and/or director of any of the Company’s subsidiaries or other affiliated entities. The Executive is entitled to be reimbursed for reasonable expenses incurred in connection with the Executive’s service as a director of the Company, or as an officer and/or director of any subsidiary or affiliated entity of the Company.

5. Principal Places of Business. While employed by the Company, the Executive’s principal places of business shall be in both 2409 Heartley Drive, Raleigh, North Carolina and 215 Morris Avenue, Spring Lake, New Jersey, in such proportions of his time as the Executive shall reasonably determine, and such other places of business as may be mutually agreed upon by the Executive and the Company.

6. Base Salary and Benefits. In consideration of the services to be rendered by the Executive and the Executive’s acceptance of the terms and conditions of this Agreement, the Company shall pay the Executive an annual base salary of $275,000, subject to any withholding required by law. The Executive’s annual base salary during the Employment Period shall be paid bi-weekly in twenty-six (26) equal installments. The Executive’s annual base salary shall be reviewed annually by the Compensation Committee of the Board (the “Compensation Committee”) and may be increased, but not decreased, at the discretion of the Compensation Committee.

In addition, the Company agrees to provide certain benefits to the Executive during the Employment Period, which includes a comprehensive medical package, dental insurance, long-term disability coverage, a 401(k) Savings Plan/Profit Sharing Plan and a Section 125 Cafeteria Plan. During the Employment Period, the Executive also shall be entitled to vacation days in accordance with the Company’s policies, and shall be eligible to participate in any other benefit, health and retirement plans or programs not already provided for herein, which may be established from time to time by the Company for the benefit of its employees. All benefits plans provided by the Company to its employees may be amended or discontinued in the sole discretion of the Company.

7. Bonuses. The Executive will be eligible for an annual performance bonus based on the achievement of certain performance objectives (to be determined by the Compensation Committee and the Executive). The annual performance bonus will be based on the Company’s and Executive’s performance during each calendar year the Agreement is in effect and will be awarded in December of the applicable bonus year. At the sole discretion of the Compensation Committee, other bonuses may be awarded to the Executive during the Employment Period.

8. Expenses. The Executive is authorized to incur ordinary, necessary and reasonable expenses in the course of the Company’s business. Upon incurring the aforementioned expenses, the Company shall reimburse the Executive for such expenses in full every month, unless the expenses have been paid directly by the Company, upon presentation by the Executive of an itemized account of the expenses in a manner prescribed by the Company, together with all appropriate receipts required in order to permit such payments as proper deductions to the Company under the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations adopted pursuant thereto now or hereafter in effect.

9. Termination of Employment.

(a) Termination for “Good Cause”:

The Board may terminate the Executive’s employment at any time for “Good Cause” and without liability except as specifically provided for herein. For purposes of this Agreement, the term “Good Cause” includes: (i) the conviction of the Executive of the commission of a felony; (ii) the Executive's willful gross misconduct; (iii) the Executive's willful gross neglect of duties; or (iv) the Executive's willful dishonesty towards, fraud upon, or deliberate injury or attempted deliberate injury to the Company.

In the event that the Company terminates the Executive for “Good Cause,” the Company shall pay the Executive: (i) all earned but unpaid annual base salary to the date of termination; (ii) any reasonable and necessary business expenses incurred by the Executive in connection with his duties hereunder; and (iii) any accrued vacation or sick time. Any monies owed Executive pursuant to this Section 9(a) shall be paid in full within thirty (30) days of the termination of Executive’s employment for “Good Cause.”

(b) Termination without “Good Cause”:

In the event that the Company terminates the Executive for any reason other than “Good Cause,” the Company shall pay to the Executive: (i) an amount equal to the Executive’s annual base salary in effect on the date of termination (subject to Section 11); (ii) all earned but yet unpaid annual base salary to the date of termination; (iii) any reasonable and necessary business expenses incurred by the Executive in connection with his duties hereunder; and (iv) any accrued vacation and sick time. In addition, if the Company terminates the Executive for any reason other than “Good Cause,” all stock options held by the Executive shall vest as of the date of termination. Any monies owed Executive pursuant to this Section 9(b) shall be paid in full within thirty (30) days of the termination of Executive’s employment without “Good Cause.”

In the event Executive terminates his employment with the Company for “Good Reason” (as defined below), the Company shall pay to the Executive: (i) an amount equal to the Executive’s annual base salary in effect as of the date of termination (subject to Section 11); (ii) all earned but yet unpaid annual base salary to the date of termination; (iii) any reasonable and necessary business expenses incurred by the Executive in connection with his duties hereunder; and (iv) any accrued vacation and sick time. In addition, if the Executive terminates his employment with the Company for “Good Reason,” all stock options held by the Executive shall vest as of the date of termination. Any monies owed Executive pursuant to this Section 9(c) shall be paid in full within thirty (30) days of Executive’s termination of his employment with the Company for “Good Reason.”

For purposes of this Agreement, “Good Reason” shall mean: (i) a change materially adverse to the Executive in the nature or scope of his position, authorities, powers, functions, responsibilities (including reporting responsibilities) or duties; (ii) the Executive’s principal place of business shall be moved more than thirty (30) miles from 2409 Heartley Drive, Raleigh, North Carolina or 215 Morris Avenue, Spring Lake, New Jersey, without his consent; or (iii) the Company’s breach of any material provision of this Agreement continuing for more than thirty (30) days after written notice thereof from the Executive.

10. Change of Control. If a Change of Control (as defined below) shall occur, and (a) the Company or any successor thereto shall terminate the Executive’s employment within one hundred and eighty (180) days before or after the effective date of the Change of Control for any reason other than “Good Cause,” and at the time of such termination a Change of Control was being considered by the Company, or (b) the Executive elects to terminate his employment with the Company or any successor thereto within one hundred and eighty (180) days before or after the effective date of the Change of Control for “Good Reason,” and at the time of such termination a Change of Control was being considered by the Company, the Executive shall be entitled to: (i) all earned but yet unpaid annual base salary to the date of the Change of Control; (ii) any reasonable and necessary business expenses incurred by the Executive in connection with his duties hereunder; (iii) any accrued vacation and sick time; and (iv) an amount equal to two (2) times the sum of (x) the Executive’s annual base salary in effect immediately prior to the date the Executive’s employment with the Company terminates, and (y) and amount which is the lesser of (1) $150,000 and (2) the aggregate amount of any bonuses paid to the Executive during the twelve (12) months prior to the earlier of (A) the effective date of the Change of Control and (B) the date the Executive’s employment with the Company terminates; provided, however, that if the Executive’s employment was terminated within one hundred and eighty (180) days before the effective date of the Change of Control or the Executive elects to terminate his employment with the Company within one hundred and eighty (180) days before the effective date of the Change of Control for “Good Reason,” the Executive shall be entitled to the foregoing payment, less the amount paid to the Executive pursuant to Section 9(b) or 9(c) of this Agreement, as the case may be, and subject to the Executive entering into and not revoking the Release (as defined in Section 11 hereof). Any monies owed Executive pursuant to this Section 10 shall be paid in full within thirty (30) days of the termination of Executive’s employment in connection with a Change of Control or, if the Executive’s employment terminated prior to the Change of Control, shall be paid in full within thirty (30) days of the effective date of the Change of Control.

“Change of Control” shall mean: (i) the acquisition by any person, entity or group of persons or entities acting in concert of securities representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, whether acquired in one transaction or a series of transactions; (ii) a merger, consolidation or similar transaction which results in the Company’s stockholders immediately prior to such transaction not holding securities representing fifty percent (50%) or more of the total voting power of the outstanding securities of the Company or its successor; or (iii) a sale of all or substantially all of the Company’s assets (other than to an entity owned by the Company or under common ownership with the Company).

11. Release. Notwithstanding anything else herein to the contrary, the payment to be paid by the Company to the Executive pursuant to Section 9(b)(i), 9(c)(i) or 10(iv) of this Agreement, is subject to the Executive entering into and not revoking a commercially reasonable release of claims in favor of the Company (the “Release”). The Release shall include an affirmation of the restrictive covenants set forth in Sections 13, 14 and 15 hereof and a non-disparagement provision. Pursuant to the Release, the Executive will release the Company from any claims, whether arising under federal, state or local statute, common law or otherwise, that the Executive may have against the Company and which have arisen on or before the date of the Release, other than any rights to indemnification pursuant to any provisions of the Company’s Articles of Incorporation and By-laws or any directors and officers liability insurance policies maintained by the Company. If the Executive fails or otherwise refuses to execute the Release within a reasonable time after the Company’s request to do so, the Executive shall not be entitled to any of the payments referenced in this Section 11.

12. Excise Tax. In the event that the payments and other benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s severance benefits payable under the terms of this Agreement will be either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 12 will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and the Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 12. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 12.

13. Covenant Not to Compete. The Executive hereby agrees that (a) during the Employment Period and (b) for one year after the termination of Executive’s employment with the Company, for whatever reason whatsoever, Executive shall not, directly or indirectly, be employed by, provide consulting services to or have any ownership interest (as a stockholder, partner or otherwise) in any Competing Business; provided, that nothing in this Section 13 shall prohibit the Executive from acquiring up to 5% of any class of outstanding equity securities of any Competing Business whose equity securities are regularly traded on a national securities exchange or in the “over-the-counter market,” so long as such investment does not interfere with the Executive’s duties and obligations to the Company as determined by the Company in its sole discretion. For purposes of this Section 13, a “Competing Business” is a business which the Company has engaged in or has actively investigated engaging in at any time during the twelve (12) months prior to the termination of the Executive’s employment.

14. Covenant Not to Solicit. The Executive agrees that (a) during the Employment Period, and (b) for a period of three (3) years after the Employment Period, the Executive will not recruit any employee of the Company or solicit or induce, attempt to solicit or induce, or assist in the solicitation or inducement of any employee of the Company to terminate his or her employment, or otherwise cease his or her relationship, with the Company, or solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts of the Company that were served by the Company while the Executive was employed by the Company.

15. Confidential Information and Materials. The Executive acknowledges that by reason of the Executive’s employment with the Company, the Executive has and will hereafter, from time to time during the Employment Period, become exposed to and/or become knowledgeable about proposals, plans, inventions, practices, systems, programs, subscriptions, strategies, formulas, processes, methods, techniques, research, records, suppliers, sources, customer lists, billing information, any other form of business information and any trade secrets of every kind and character, whether or not they constitute a trade secret under applicable law, which are not known to the Company’s competitors and which are kept secret and confidential by the Company (the “Confidential Information”). The Executive therefore agrees that at no time during or after the Employment Period will he disclose or use the Confidential Information or materials to or with any person, firm, business, corporation, association, or other entity for any reason or purpose except as may be required in the prudent course of business for the sole benefit of the Company, or as may be required by a court order or by law.

16. Company Property. All correspondence, memoranda, notes, records, reports, plans, price lists, customer lists, financial statements, catalogs, computer programs, disks, tapes, other papers and other medium on or by which Confidential Information is stored, received or made by the Executive in connection with his employment by the Company shall be the property of the Company and shall be delivered to the Company upon the termination of his employment or at any other time upon request of the Company.

17. Equitable Remedies. The Company and the Executive confirm that the restrictions contained in Sections 13, 14, 15 & 16 hereof are, in view of the nature of the business of the Company, reasonable and necessary to protect the legitimate interests of the Company and that any violation of any provisions of Sections 13, 14, 15 & 16 will result in irreparable injury to the Company. Therefore, the Executive hereby agrees that in the event of any breach or threatened breach of the terms or conditions of this Agreement by the Executive, the Company’s remedies at law will be inadequate and, in any such event, the Company shall be entitled to commence an action for preliminary and permanent injunctive relief and other equitable and monetary relief in any court of competent jurisdiction.

18. Costs. If litigation is brought to enforce or interpret any provision contained herein, the court shall award reasonable attorneys’ fees and disbursements to the prevailing party as determined by the court.

19. Severability. If any provision of the Agreement or application thereof to any person or circumstance is adjudicated to be invalid or unenforceable in a jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement, which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction.

20. Entire Agreement; Amendments. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may not be changed, amended or modified orally, but may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge may be sought.

21. Survival of the Company's Obligations. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that this Agreement shall not be assignable by the Executive.

22. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without application of its conflict of laws rules. The Executive hereby submits to the exclusive jurisdiction and venue of the courts of the State of New Jersey or the United States District Court for the District of New Jersey for purposes of any legal action.

23. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same agreement.

24. Notices. All notices required or permitted hereunder shall be in writing and shall be sent by overnight courier or certified or registered mail, return receipt requested, postage prepaid, as follows:

If to the Company:	Scivanta Medical Corporation
	215 Morris Avenue
	Spring Lake, NJ 07762
	Attention: Thomas S. Gifford

	with a copy to:

	Paul T. Colella, Esq.
	Giordano, Halleran & Ciesla, P.C.

	U.S Postal Service Address:
	P.O. Box 190
	Middletown, New Jersey 07748

	or

	Hand Delivery and Overnight Service Address:
	125 Half Mile Road
	Red Bank, New Jersey 07701

If to the Executive:	David R. LaVance
	2409 Heartley Drive
	Raleigh, NC 27615

Notices may be sent to such other address as either party may designate in a written notice served upon the other party in the manner provided herein. All notices required or permitted hereunder shall be deemed duly given and received on the next business day, if delivery is by overnight courier, or the second day next succeeding the date of mailing, if delivery is by registered mail.

25. Headings. The Section headings herein are for convenience only and shall not affect the interpretation or construction of this Agreement.

26. Further Assurances. Each party shall cooperate with and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Executive Employment Agreement as of the date first provided above.

		The Company
		(Scivanta Medical Corporation)

By:		/s/ Thomas S. Gifford
Name:		Thomas S. Gifford
Title:		Executive Vice President, Chief Financial Officer and Secretary


		Executive
		(David R. LaVance)

		/s/ David R. LaVance
		David R. LaVance

EX-10.27 8 v098600_ex10-27.htm

EXHIBIT 10.27

EXECUTIVE EMPLOYMENT AGREEMENT

WHEREAS, the Company desires to continue to employ the Executive in the capacity and under the terms and conditions as are set forth herein; and

WHEREAS, the Executive desires to continue to be employed by the Company in the capacity and under the terms and conditions as are set forth herein.

1. Employment. The Company hereby employs the Executive and the Executive hereby accepts employment upon the terms and conditions hereinafter set forth in this Agreement.

3. Position and Duties. The Executive will be the Executive Vice President, Chief Financial Officer and Secretary of the Company, with such powers, duties and responsibilities consistent with the office of president and chief executive officer and as otherwise may be described in the Company’s By-laws or determined by the Board of Directors of the Company (the “Board”) from time to time. The Executive will report directly to the Board.

5. Principal Places of Business. While employed by the Company, the Executive’s principal place of business shall be 215 Morris Avenue, Spring Lake, New Jersey and such other places of business as may be mutually agreed upon by the Executive and the Company.

In addition, the Company agrees to provide certain benefits to the Executive during the Employment Period, which includes a comprehensive medical package, dental insurance, long-term disability coverage, a 401(k) Savings Plan/Profit Sharing Plan and a Section 125 Cafeteria Plan. During the Employment Period, the Executive also shall be entitled to twenty-five (25) vacation days in accordance with the Company’s policies, and shall be eligible to participate in any other benefit, health and retirement plans or programs not already provided for herein, which may be established from time to time by the Company for the benefit of its employees. All benefits plans provided by the Company to its employees may be amended or discontinued in the sole discretion of the Company.

9. Termination of Employment.

(a) Termination for “Good Cause”:

(b) Termination without “Good Cause”:

For purposes of this Agreement, “Good Reason” shall mean: (i) a change materially adverse to the Executive in the nature or scope of his position, authorities, powers, functions, responsibilities (including reporting responsibilities) or duties; (ii) the Executive’s principal place of business shall be moved more than thirty (30) miles from 215 Morris Avenue, Spring Lake, New Jersey, without his consent; or (iii) the Company’s breach of any material provision of this Agreement continuing for more than thirty (30) days after written notice thereof from the Executive.

10. Change of Control. If a Change of Control (as defined below) shall occur, and (a) the Company or any successor thereto shall terminate the Executive’s employment within one hundred and eighty (180) days before or after the effective date of the Change of Control for any reason other than “Good Cause,” and at the time of such termination of Change of Control was being considered by the Company, or (b) the Executive elects to terminate his employment with the Company or any successor thereto within one hundred and eighty (180) days before or after the effective date of the Change of Control for “Good Reason,” and at the time of such termination a Change of Control was being considered by the Company, the Executive shall be entitled to: (i) all earned but yet unpaid annual base salary to the date of the Change of Control; (ii) any reasonable and necessary business expenses incurred by the Executive in connection with his duties hereunder; (iii) any accrued vacation and sick time; and (iv) an amount equal to two (2) times the sum of (x) the Executive’s annual base salary in effect immediately prior to the date the Executive’s employment with the Company terminates, and (y) and amount which is the lesser of (1) $150,000 and (2) the aggregate amount of any bonuses paid to the Executive during the twelve (12) months prior to the earlier of (A) the effective date of the Change of Control and (B) the date the Executive’s employment with the Company terminates; provided, however, that if the Executive’s employment was terminated within one hundred and eighty (180) days before the effective date of the Change of Control or the Executive elects to terminate his employment with the Company within one hundred and eighty (180) days before the effective date of the Change of Control for “Good Reason,” the Executive shall be entitled to the foregoing payment, less the amount paid to the Executive pursuant to Section 9(b) or 9(c) of this Agreement, as the case may be, and subject to the Executive entering into and not revoking the Release (as defined in Section 11 hereof). Any monies owed Executive pursuant to this Section 10 shall be paid in full within thirty (30) days of the termination of Executive’s employment in connection with a Change of Control or, if the Executive’s employment terminated prior to the Change of Control, shall be paid in full within thirty (30) days of the effective date of the Change of Control.

23. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same agreement.

If to the Company:	Scivanta Medical Corporation
	215 Morris Avenue
	Spring Lake, NJ 07762
	Attention: David R. LaVance

	with a copy to:

	Paul T. Colella, Esq.
	Giordano, Halleran & Ciesla, P.C.

	U.S. Postal Service Address:
	P.O. Box 190
	Middletown, New Jersey 07748

	or

	Hand Delivery and Overnight Service Address:
	125 Half Mile Road
	Red Bank, New Jersey 07701

If to the Executive:	Thomas S. Gifford
	1612 Sheridan Drive
	Wall, NJ 07753

25. Headings. The Section headings herein are for convenience only and shall not affect the interpretation or construction of this Agreement.

26. Further Assurances. Each party shall cooperate with and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Executive Employment Agreement as of the date first provided above.

		The Company
		(Scivanta Medical Corporation)

By:		/s/ David R. LaVance
Name:		David R. LaVance
Title:		President and Chief Executive Officer

		Executive
		(Thomas S. Gifford)

		/s/ Thomas S. Gifford
		Thomas S. Gifford

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