NORTHFIELD LABORATORIES INC /DE/
EMPLOYMENT AGREEMENT - JACK KOGUT
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>4
<FILENAME>c61623ex10-17.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JACK KOGUT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.17



                              EMPLOYMENT AGREEMENT



         THIS AGREEMENT, made effective as of this 1st day of January, 2001, by
and between JACK J. KOGUT ("Employee") and NORTHFIELD LABORATORIES INC., a
Delaware corporation (the "Company").

                              W I T N E S S E T H :


         WHEREAS, Employee is now employed as the Vice President - Finance of
the Company;

         WHEREAS, the Company and Employee now desire to enter into this
Agreement in order to continue such employment for the term set forth herein and
subject to the terms and conditions set forth herein; and

         WHEREAS, the Company and Employee desire to continue the Proprietary
Information and Inventions Agreement entered into by and between Employee and
the Company dated October 1, 1986 (the "Proprietary Information and Inventions
Agreement") in full force and effect;

         NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants hereinafter set forth, the parties do hereby agree as follows:

         1.       Employment. The Company agrees to employ Employee, and
Employee agrees to remain in the employ of the Company, for the period (the
"Employment Period") beginning on January 1, 2001 and ending on the earlier to
occur of (a) December 31, 2002 or (b) the date as of which Employee's employment
is terminated pursuant to paragraph 5 of this Agreement. During the Employment
Period, Employee shall serve as the Vice President - Finance of the Company and
shall perform such executive and managerial duties consistent with such position
as the Chief Executive Officer and the Board of Directors of the Company shall
from time to time direct. Employee shall devote his full business time and
attention to the business of the Company and its subsidiaries.

         2.       Location. Employee shall be based at the Company's
headquarters in Evanston, Illinois, or at such other location as may be agreed
upon by Employee and the Board of Directors of the Company. Employee shall,
however, also travel to other locations at such times as may be reasonably
required for the performance of his duties under this Agreement; provided that
the frequency and duration of such travel shall not be substantially greater
than the frequency and duration of Employee's travel during his employment by
the Company prior to the date of this Agreement.



<PAGE>   2




         3.      Compensation. During the Employment Period, Employee shall be
compensated as follows:


                  (a)      Salary. An "Employment Year" shall be the
         twelve-month period beginning on the first day of the Employment Period
         and on each anniversary of such date during the Employment Period. For
         the first Employment Year, Employee shall be paid an annual base salary
         at a rate which is not less than $232,958 per year. For the second
         Employment Year, Employee shall be paid an annual base salary at a rate
         which is not less than $239,947 per year. Employee's base salary shall
         be paid in equal, semi-monthly installments.

                  (b)       Bonus. Employee shall be paid a cash bonus of
         $116,479 as of the date the Company files a Biologic License
         Application for its PolyHeme blood substitute product with the United
         States Food and Drug Administration. Employee shall be paid an
         additional cash bonus of $232,958 as of the date the Company is granted
         approval for the commercial sale of PolyHeme in the United States for
         any indication. The Board of Directors of the Company may in its
         discretion determine to award Employee additional cash bonuses from
         time to time during the term of this Agreement.

                  (c)      Award of Stock Options. On January 1, 2001, the
         Company awarded Employee stock options under the Northfield
         Laboratories Inc. 1999 Stock Option Plan to acquire 12,000 shares of
         the Company's Common Stock at an exercise price per share equal to the
         fair market value of the Company's Common Stock as of the date of
         grant. On or before January 1, 2002, the Compensation Committee of the
         Board of Directors of the Company shall review the performance of the
         Company and Executive during the first Employment Year and shall
         determine whether the award of additional stock options to Employee is
         appropriate. The Board of Directors of the Company may in its
         discretion determine to award Employee additional stock options or
         other forms of equity incentive compensation from time to time during
         the term of this Agreement.

                  (d)      Paid Vacation. Employee shall be entitled to five
         weeks paid vacation in each calendar year. Any vacation which is not
         used by Employee shall be forfeited at the end of the calendar year.

                  (e)      Expenses. Employee shall be reimbursed for all
         reasonable business expenses incurred in the performance of his duties
         pursuant to this Agreement, to the extent such expenses are
         substantiated and are consistent with the general policies of the
         Company and its subsidiaries relating to the reimbursement of expenses
         of senior executive officers.

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                  (f)      Fringe Benefits. In addition to any other
         compensation provided under this Agreement, Employee shall also be
         entitled to participate, during the Employment Period, in any and all
         pension, stock option, relocation, profit sharing, and other employee
         benefit plans or fringe benefit programs which are from time to time
         maintained by the Company or its subsidiaries for their senior
         executive officers, in accordance with the provisions of such plans or
         programs as from time to time in effect.

                  (g)      Deduction and Withholding. All compensation and other
         benefits payable to or on behalf of Employee pursuant to this Agreement
         shall be subject to such deductions and withholding as may be agreed to
         by Employee or required by applicable law.

         4.       Other Benefits. The compensation provisions of this Agreement
shall be in addition to, and not in derogation or diminution of, any benefits
that Employee or his beneficiaries may be entitled to receive under the
provisions of any pension, stock option, profit sharing, disability (except as
otherwise provided in subparagraph 6(b)), relocation or other employee benefit
plan now or hereafter maintained by the Company or by any of its subsidiaries.
The Company shall not make any changes in such plans or arrangements which would
adversely affect Employee's rights or benefits thereunder, unless such change is
made uniformly in a plan of general application to all of the Company's or a
subsidiary's eligible employees.

         5.       Termination.  Employee's employment may be terminated without
any breach of this Agreement only under the following circumstances:

                  (a)      Death.  Employee's employment shall terminate upon
         his death.

                  (b)      Disability. If, as a result of Employee's incapacity
         due to physical or mental illness or accident, (i) Employee shall have
         been absent from his duties for the Company on a full-time basis for
         the entire period of six consecutive months and (ii) within thirty days
         after written Notice of Termination is given (which may occur before or
         after the end of such six-month period) shall not have returned to the
         performance of his duties, the Company may terminate Employee's
         employment for "disability."

                  (c)      Cause. The Company may terminate Employee's
         employment hereunder for "cause." For purposes of this Agreement,
         "cause" shall mean the conviction of Employee of any felony or any
         failure by Employee to comply in all material respects with any
         material term of this Agreement or the Proprietary Information and
         Inventions Agreement which conduct or failure is materially injurious
         to the Company, monetarily or otherwise. Notwithstanding the foregoing,
         Employee shall not be deemed to have been terminated for cause without
         (i) at least 60 days prior written notice from the Company to Employee
         setting forth the reasons for the Company's intention to terminate for
         cause, (ii) an opportunity to cure the stated cause during the 60-day
         notice period, and (iii) after all of the preceding procedures have
         been satisfied or made available, delivery to Employee


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<PAGE>   4


         of a Notice of Termination from the Board of Directors of the Company
         finding that in the good faith opinion of such Board of Directors,
         Employee was guilty of the conduct or of the failure described in the
         second sentence of this subparagraph, specifying the particulars in
         detail, and that Employee has failed to cure the stated cause.

                  (d)      Termination  by Employee.  Employee may
         voluntarily terminate his employment at any time. Employee's
         termination of employment shall be for "good reason" if he voluntarily
         terminates his employment:

                           (i)      within 90 days after a "change in control"
                  (as defined below) of the Company for any reason;

                           (ii)     at any time after a "change in control" of
                  the Company because:

                                    (A)    he has been reassigned to a position
                           of lesser rank or status or to a location other than
                           Evanston, Illinois (or such other location as
                           Employee may agree), without his consent; or

                                    (B)     his annual base salary has been
                           reduced; or

                                    (C)     his benefits have been reduced;

                           (iii)    because of a failure by the Company to
                  comply with any material provision of this Agreement which has
                  not been cured within ten days after written notice of such
                  noncompliance has been given by the Employee to the Company;
                  or

                           (iv)     because of any purported termination of the
                  Employee's employment by the Company which is not effected
                  pursuant to a Notice of Termination satisfying the
                  requirements of subparagraph 5(e) hereof (and for purposes of
                  this Agreement no such purported termination shall be
                  effective).

                  For purposes of this Agreement, a "change in control" shall
         mean a change in control of the Company of a nature that would be
         required to be reported in response to Item 1(a) of the Current Report
         on Form 8-K, as in effect as of the date of this Agreement, promulgated
         pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), whether or not the Company is then
         subject to the reporting requirements of the Exchange Act; provided
         that, without limitation, such a change in control shall be deemed to
         have occurred if:

                           (i)      there shall be consummated any sale, lease,
                  exchange or other transfer (in one transaction or a series of
                  related transactions) of all or substantially all of the
                  Company's assets;



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                           (ii)     the stockholders of the Company approve any
                  plan or proposal of liquidation or dissolution of the Company;

                           (iii)    there shall be consummated any consolidation
                  or merger of the Company in which the Company is not the
                  surviving or continuing corporation, or pursuant to which
                  shares of the Company's Common Stock would be converted into
                  cash, securities or other property, other than a merger of the
                  Company in which the holders of the Company's Common Stock
                  immediately prior to the merger have, directly or indirectly,
                  at least an 80% ownership interest in the outstanding Common
                  Stock of the surviving corporation immediately after the
                  merger;

                           (iv)     any "person" or "group" (as such terms are
                  used in Section 13(d) and 14(d) of the Exchange Act) becomes
                  the "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Company representing 15% or more of the combined voting power
                  of the Company's then outstanding voting securities ordinarily
                  having the right to vote for the election of directors; or

                           (v)      individuals who, as of the date of this
                  Agreement, constitute the Board of Directors of the Company
                  (the "Board" generally, and as of the date hereof, the
                  "Incumbent Board") cease for any reason to constitute a
                  majority of the Board; provided that any individual becoming a
                  director subsequent to the date of this Agreement whose
                  election, or nomination for election by the Company's
                  stockholders, was approved by a vote of at least
                  three-quarters of the directors comprising the Incumbent Board
                  shall be, for purposes of this Agreement, considered as though
                  such individual were a member of the Incumbent Board; provided
                  further that, notwithstanding the foregoing, an individual
                  whose initial assumption of office as a director is in
                  connection with any actual or threatened "solicitation" of
                  "proxies" (as such terms are defined in Rule 14a-1 of
                  Regulation 14A promulgated under the Exchange Act) by any
                  "person" or "group" (as such terms are used in Section 13(d)
                  and 14(d) of the Exchange Act) other than the Incumbent Board
                  shall not be considered as a member of the Incumbent Board for
                  purposes of this Agreement.

                  (e)      Notice of Termination. Any termination of Employee's
         employment by the Company or by Employee (other than termination
         because of Employee's death) shall be communicated by written Notice of
         Termination to the other party hereto. For purposes of this Agreement,
         a "Notice of Termination" shall mean a notice which shall indicate the
         specific termination provision of this Agreement relied upon and shall
         set forth in reasonable detail the facts and circumstances claimed to
         provide a basis for termination of Employee's employment under the
         provision so indicated.


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                  (f)      Date of Termination of Employment. "Date of
         Termination" shall mean (i) if Employee's employment is terminated by
         his death, the date of his death; (ii) if Employee's employment is
         terminated for disability pursuant to subparagraph 5(b) above, 30 days
         after Notice of Termination is given (provided that Employee shall not
         have returned to the performance of his duties during such thirty-day
         period); (iii) if Employee's employment is terminated for any other
         reason, the date specified in the Notice of Termination which shall not
         be less than 10 days nor more than 60 days from the date Notice of
         Termination is given; provided that if within 30 days after any Notice
         of Termination is given the party receiving such Notice of Termination
         notifies the other party that a dispute exists concerning the
         termination, the Date of Termination shall be the date on which the
         dispute is finally determined, either by mutual written agreement of
         the parties, by a binding and final arbitration award or by a final
         judgment, order or decree of a court of competent jurisdiction (the
         time for appeal therefrom having expired and no appeal having been
         perfected).

         6.       Compensation Upon Termination of Employment or During
Disability.

                  (a)      Death. If Employee's employment is terminated by his
         death, the Company shall continue to pay his full base salary at the
         rate then in effect to Employee's surviving spouse or, if he has no
         surviving spouse, to his estate as a death benefit for a period of one
         month following his Date of Termination.

                  (b)      Disability. During any period that Employee fails to
         perform his duties hereunder as a result of incapacity due to physical
         or mental illness or accident, the Company shall continue to pay him
         his full base salary at the rate then in effect for such period until
         his Date of Termination and shall pay him any bonus that becomes
         payable prior to his Date of Termination. Notwithstanding the preceding
         sentence any salary payments made to Employee during such period of
         incapacity shall be reduced (but not below zero) by amounts actually
         paid to the Employee for the same period and at or prior to the time of
         any such salary payment under disability benefit plans maintained by
         the Company; provided such disability benefit amounts were not
         previously applied to reduce any such salary payment.

                  (c)      Cause. If Employee's employment is terminated for
         cause, the Company shall pay Employee his full base salary through the
         Date of Termination at the rate in effect at the time Notice of
         Termination is given and, except for other compensation or benefits
         accrued through his Date of Termination, the Company shall have no
         further obligations to Employee under this Agreement except as
         otherwise required by applicable law.

                  (d)      Breach; Termination for Good Reason. If (i) in breach
         of this Agreement, the Company shall terminate Employee's employment
         other than pursuant to subparagraphs 5(a), 5(b) or 5(c) hereof (it
         being understood that a purported termination pursuant to subparagraphs
         5(b) or 5(c) hereof which is disputed and finally determined not to
         have been proper shall be a termination of



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         Employee's employment by the Company in breach of this Agreement) or
         (ii) Employee shall terminate his employment for good reason, then:

                           (i)      the Company shall make a lump sum payment to
                  Employee, not later that five business days after the Notice
                  of Termination is given by the Company or Employee, as
                  applicable, in an amount equal to two times Employee's highest
                  annual base salary as in effect at any time during the twelve
                  months preceding the date such Notice of Termination is given;

                           (ii)     the Company shall pay to Employee, not later
                  than five business days after the date they become due and
                  payable, any bonus that would have been payable to Employee
                  pursuant to subparagraph 3(b) had Employees employment with
                  the Company continued through the expiration of the Employment
                  Period;

                           (iii)    if the termination of Employee's employment
                  occurs after the date of a change in control of the Company,
                  any stock options held by Executive that did not become fully
                  vested and exercisable as of the date of such change in
                  control shall become fully vested and exercisable as of the
                  Date of Termination; and

                           (iv)     until the second anniversary of the date the
                  Notice of Termination is given by the Company or Employee, as
                  applicable, Employee shall continue to be eligible to
                  participate in any accident, health, disability, life or
                  similar employee welfare benefit plans maintained by the
                  Company or its subsidiaries, to the same extent he was
                  eligible to participate in such plans at any time during the
                  twelve months preceding the date such Notice of Termination is
                  given and at no cost to him; provided that if such continued
                  participation is precluded by the provisions of such plans or
                  by applicable law, the Company shall provide Employee with
                  comparable benefits of equivalent value.

                  Employee understands and agrees that if he materially breaches
         any material provision of the Proprietary Information and Inventions
         Agreement, the Company shall cease to have any obligation to make any
         payment under this subparagraph 6(d).

                  (e)      Voluntary Termination. If Employee voluntarily
         terminates his employment other than for good reason, he shall not be
         entitled to receive any compensation or benefits pursuant to this
         Agreement, other than compensation or benefits accrued through the Date
         of Termination or as otherwise required by law.

                  (f)      Post-Employment Period Severance. If Employee's
         employment with the Company terminates at any time after December 31,
         2002 for any reason other than Employee's death, disability or
         discharge for cause and an "employment offer" (as defined below) by the
         Company is not outstanding as of the date of the termination of
         Employee's employment, then the Company shall continue to pay


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         Employee his full base salary, at a rate equal to the rate in effect
         immediately prior to December 31, 2002, until December 31, 2004. If
         Employee's employment with the Company terminates at any time after
         December 31, 2002 for any reason other than Employee's death,
         disability or discharge for cause and an "employment offer" by the
         Company is outstanding as of the date of the termination of Employee's
         employment, then the Company shall continue to pay Employee his full
         base salary, at a rate equal to the rate in effect immediately prior to
         December 31, 2002, until December 31, 2003. An "employment offer" shall
         be deemed to be outstanding as of the date of the termination of
         Employee's employment with the Company if, as of such date, there is
         outstanding a written offer by the Company to enter into an employment
         agreement with Employee in substantially the form of this Agreement
         providing for a term of employment ending on or after December 31, 2004
         and an annual base salary at least equal to Employee's base salary in
         effect immediately prior to December 31, 2002. The Company shall notify
         Employee in writing at least 30 days prior to the expiration of the
         Employment Period as to whether the Company plans to extend an
         employment offer to Employee. Employee shall not be entitled to receive
         any severance payments under this subparagraph 6(f) if Employee and the
         Company enter into an employment or severance agreement after the date
         of this Agreement (including any renewal or extension of this
         Agreement) that includes severance arrangements relating to the
         termination of Employee's employment with the Company after December
         31, 2002. Employee understands and agrees that if he materially
         breaches any material provision of the Proprietary Information and
         Inventions Agreement, the Company shall cease to have any obligation to
         make any severance payments under this subparagraph. Employee further
         understands and agrees that the payments to be made to Employee
         pursuant to this Section 6(f) may be applied by the Company to satisfy
         its payment obligations set forth in Section 5 of the Proprietary
         Information and Inventions Agreement for the period during which
         payments are being made to Employee in accordance with this Section
         6(f).

                  (g)      Mitigation. Employee shall not be required to
         mitigate the amount of any payment provided for this paragraph 6 by
         seeking other employment or otherwise, nor shall the amount of any
         payments provided in this Agreement be reduced by any compensation
         earned by Employee as the result of his self-employment or his
         employment by another employer after his Date of Termination.

         7.       Excise Tax Payments.


                  (a)      Right to Receive Gross-Up Payment. In the event that
         any payment or benefit (within the meaning of Section 280G(b)(2) of the
         Internal Revenue Code of 1986, as amended (the "Code")) to Employee or
         for Employee's benefit paid or payable or distributed or distributable
         pursuant to the terms of this Agreement or otherwise in connection
         with, or arising out of, Employee's employment with the Company or a
         change in ownership or effective control of the Company or of a
         substantial portion of its assets (a "Payment"), would be subject to
         the excise tax imposed by Section 4999 of the Code, or any interest or
         penalties are incurred by Employee with respect to such excise tax
         (such excise tax, together with any such



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         interest and penalties, are hereinafter collectively referred to herein
         as the "Excise Tax"), then Employee shall be entitled to receive an
         additional payment (a "Gross-Up Payment") in an amount such that after
         payment by Employee of all taxes (including any interest or penalties
         imposed with respect to such taxes and the Excise Tax, other than
         interest and penalties imposed by reason of Employee's failure to file
         timely a tax return or pay taxes shown due on Employee's return, and
         including any Excise Tax imposed upon the Gross-Up Payment), Employee
         retains an amount of the Gross-Up Payment equal to the Excise Tax
         imposed upon the Payments.

                  (b)      Determination Relating to Gross-Up Payment. An
         initial determination as to whether a Gross-Up Payment is required
         pursuant to this Agreement and the amount of such Gross-Up Payment
         shall be made at the Company's expense by an accounting firm of
         recognized national standing selected by the Company and reasonably
         acceptable to Employee (the "Accounting Firm"). The Accounting Firm
         shall provide its determination (the "Determination"), together with
         detailed supporting calculations and documentation, to the Company and
         Employee within five days of the Date of Termination, if applicable, or
         such other time as requested by the Company or by Employee (provided
         Employee reasonably believes that any of the Payments may be subject to
         the Excise Tax). If the Accounting Firm determines that no Excise Tax
         is payable by Employee with respect to a Payment or Payments, it shall
         furnish Employee with an opinion reasonably acceptable to Employee that
         no Excise Tax shall be imposed with respect to any such Payment or
         Payments. The Gross-Up Payment, if any, as determined pursuant to this
         subparagraph 7(b) shall be paid by the Company to Employee within five
         days after the receipt of the Determination. Within ten days after the
         delivery of the Determination to Employee, Employee shall have the
         right to dispute the Determination (the "Dispute"). The existence of
         the Dispute shall not in any way affect Employee's right to receive the
         Gross-Up Payment in accordance with the Determination. If there is no
         Dispute, the Determination shall be binding, final and conclusive upon
         the Company and Employee, subject to the application of the provisions
         of subparagraph 7(c).

                  (c)      Excess Payment and Underpayment. As a result of
         uncertainty in the application of Sections 280G and 4999 of the Code,
         it is possible that a Gross-Up Payment (or a portion thereof) shall be
         paid which should not be paid (an "Excess Payment") or that a Gross-Up
         Payment (or a portion thereof) which should be paid shall not be paid
         (an "Underpayment"). An Underpayment shall be deemed to have occurred
         (i) upon notice (formal or informal) to Employee from any governmental
         taxing authority that Employee's tax liability (whether in respect of
         Employee's current taxable year or in respect of any prior taxable
         year) may be increased by reason of the imposition of the Excise Tax on
         a Payment or Payments with respect to which the Company has failed to
         make a sufficient Gross-Up Payment, (ii) upon a determination by a
         court, (iii) by reason of a determination by the Company (which shall
         include the position taken by the Company, together with its
         consolidated group, on its federal income tax return) or (iv) upon the
         resolution of the Dispute to Employee's satisfaction. If an
         Underpayment occurs, Employee



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         shall promptly notify the Company and the Company shall promptly, but
         in any event at least five days prior to the date on which the
         applicable government taxing authority has requested payment, pay to
         Employee an additional Gross-Up Payment equal to the amount of the
         Underpayment plus any interest and penalties (other than interest and
         penalties imposed by reason of Employee's failure to file timely a tax
         return or pay taxes shown due on Employee's return) imposed on the
         Underpayment. An Excess Payment shall deemed to have occurred upon a
         Final Determination (as hereinafter defined) that the Excise Tax shall
         not be imposed upon a Payment or Payments (or portion thereof) with
         respect to which Employee had previously received a Gross-Up Payment. A
         "Final Determination" shall be deemed to have occurred when Employee
         has received from the applicable government taxing authority a refund
         of taxes or other reduction in Employee's tax liability by reason of
         the Excise Payment and upon either (i) the date a determination is made
         by, or an agreement is entered into with, the applicable governmental
         taxing authority which finally and conclusively binds Employee and such
         taxing authority, or in the event that a claim is brought before a
         court of competent jurisdiction, the date upon which a final
         determination has been made by such court and either all appeals have
         been taken and finally resolved or the time for all appeals has expired
         or (ii) the statute of limitations with respect to Employee's
         applicable tax return has expired. If an Excess Payment is determined
         to have been made, the amount of the Excess Payment shall be treated as
         a loan by the Company to Employee and Employee shall pay to the Company
         on demand (but not less than 10 days after the determination of such
         Excess Payment and written notice has been delivered to Employee) the
         amount of the Excess Payment plus interest at an annual rate equal to
         the Applicable Federal Rate provided for in Section 1274(d) of the Code
         from the date the Gross-Up Payment (to which the Excess Payment
         relates) was paid to Employee until the date of repayment to the
         Company.

                  (d)      Payment of Excise Tax Withholding. Notwithstanding
         anything contained in this Agreement to the contrary, in the event
         that, according to the Determination, an Excise Tax is imposed on any
         Payment or Payments, the Company shall pay to the applicable government
         taxing authorities as Excise Tax withholding the amount of the Excise
         Tax that the Company has actually withheld from the Payment or
         Payments.

         8.       Successors; Binding Agreement.


                  (a)      Successors to the Company. The Company shall require
         any successor (whether direct or indirect, by purchase, merger,
         consolidation or otherwise) to all or substantially all of the business
         and/or assets of the Company, by agreement in form and substance
         satisfactory to Employee, to expressly assume and agree to perform this
         Agreement in the same manner and to the same extent that the Company
         would be required to perform it if no such succession had taken place.
         Failure of the Company to obtain such agreement prior to the
         effectiveness of any such succession shall be a breach of this
         Agreement and shall entitle Employee to terminate his employment with
         the Company for good reason. As


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         used in this Agreement, "Company" shall mean the Company and any
         successor to its business and/or assets which executes and delivers the
         agreement provided for in this paragraph 8 or which otherwise becomes
         bound by all the terms and provisions of this Agreement by operation of
         law.

                  (b)      Assignment. Employee's rights and interests under
         this Agreement may not be assigned, pledged or encumbered by him
         without the Company's written consent. This Agreement and all rights of
         Employee hereunder shall inure to the benefit of and be enforceable by
         Employee's personal or legal representatives, executors,
         administrators, successors, heirs, distributees, devisees and legatees.
         If Employee should die while any amounts would still be payable to him
         hereunder if he had continued to live all such amounts, unless
         otherwise provided herein, shall be paid in accordance with the terms
         of this Agreement to Employee's surviving spouse or, if there is no
         surviving spouse, to his estate.

         9.       Proprietary Information. Employee and the Company have entered
into the Proprietary Information and Inventions Agreement, which agreement shall
remain in full force and effect.

         10.      Payment of Costs and Indemnification.


                  (a)      Payment of Costs. In the event that a dispute arises
         regarding termination of Employee's employment or the interpretation or
         enforcement of this Agreement, the Company shall promptly pay, or
         reimburse to Employee, as and when incurred, all reasonable fees and
         expenses (including reasonable legal fees and expenses, court costs,
         costs of investigation and similar expenses) incurred by Employee in
         contesting or disputing any such termination, in seeking to obtain or
         enforce any right or benefit provided for in this Agreement, or in
         otherwise pursuing his claim; provided, however, that the Company shall
         be entitled to recover from Employee the amount of any such fees and
         expenses paid by the Company if the Company obtains a final judgment in
         its favor on the merits of such dispute from a court of competent
         jurisdiction from which no appeal may be taken, whether because the
         time to do so has expired or otherwise.

                  (b)      Indemnification. The Company shall indemnify and hold
         Employee harmless to he maximum extent permitted by law against
         judgments, fines, amounts paid in settlement and reasonable expenses,
         including attorneys' fees, incurred by Employee in connection with the
         defense of, or as a result of, any action or proceeding (or any appeal
         from any action or proceeding) in which Employee is made or is
         threatened to be made a party by reason of the fact that Employee is or
         was an employee, officer, or director of the Company or any of its
         subsidiaries, regardless of whether such action or proceeding is one
         brought by or in the right of the Company to procure a judgment in its
         favor. The undertaking of subparagraph (a) above is independent of, and
         shall not be limited or prejudiced by, the undertakings of this
         subparagraph (b). The indemnification provided in this Agreement is in
         addition to, and not in derogation of, any rights to indemnification or
         advancement of expenses to which Executive may otherwise be entitled
         under



                                       11
<PAGE>   12


         the Certificate of Incorporation or Bylaws of the Company, any
         indemnification contract or agreement, any policy of insurance or
         otherwise.

                  (c)      Warranty. The Company hereby represents and warrants
         that the undertakings of payment and indemnification set out in (a) and
         (b) above are not in conflict with the Certificate of Incorporation or
         Bylaws of the Company or with any validly existing agreement or other
         proper corporate action of the Company.

         11.      General Provisions.


                  (a)      Fees and Expenses. The Company shall pay as they
         become due all legal fees and related expenses (including the costs of
         experts) incurred by Employee as a result of (i) Employee's termination
         of employment (including all such fees and expenses, if any, incurred
         in contesting or disputing any such termination of employment) and (ii)
         Employee seeking to obtain or enforce any right or benefit provided by
         this Agreement (including any such fees and expenses incurred in
         connection with any Dispute or Gross-Up Payment, whether as a result of
         any applicable government taxing authority proceeding, audit or
         otherwise) or by any other plan or arrangement maintained by the
         Company under which Employee is or may be entitled to receive benefits.

                  (b)      No Set-Off. The Company's obligation to make the
         payments provided for in this Agreement and otherwise to perform its
         obligations hereunder shall not be affected by any circumstances,
         including any right of set-off, counterclaim, recoupment, defense or
         other right which the Company may have against Employee or others.

                  (c)      Effect of Headings. The headings of all of the
         paragraphs and subparagraphs of this Agreement are inserted for
         convenience of reference only and shall not affect the construction or
         interpretation of this Agreement.

                  (d)      Modification, Amendment, Waiver. No modification,
         amendment, or waiver of any provision of this Agreement shall be
         effective unless approved in writing by both parties. The failure at
         any time to enforce any of the provisions of this Agreement shall in no
         way be construed as a waiver of such provisions and shall not affect
         the right of either party thereafter to enforce each and every
         provision of this Agreement in accordance with its terms.

                  (e)      Severability. Whenever possible, each provision of
         this Agreement shall be interpreted in such manner as to be effective
         and valid under applicable law, but if any provision of this Agreement
         shall be held to be prohibited by or invalid under applicable law, such
         provision shall be ineffective only to the extent of such prohibition
         or invalidly, without invalidating the remainder of such provision or
         the remaining provisions of this Agreement.

                  (f)      No Strict Construction. The language used in this
         Agreement shall be deemed to be the language chosen by the parties
         hereto to express their mutual intent, and no rule of strict
         construction shall be applied against any person.



                                       12
<PAGE>   13

                  (g)      Choice of Law. All questions concerning the
         construction, validity and interpretation of this Agreement shall be
         governed by the internal laws of the State of Illinois.

                  (h)      Notices. Any notice to be served under this Agreement
         shall be in writing and shall be mailed by registered mail, return
         receipt requested, addressed:

                  If to the Company, to:

                  Northfield Laboratories Inc.
                  1560 Sherman Avenue
                  Evanston, Illinois  60201-4422
                  Attention:  Board of Directors

                  If to Employee, to:

                  c/o Northfield Laboratories Inc.
                  1560 Sherman Avenue
                  Evanston, Illinois  60201-4422

                  or to such other place as either party may specify in writing,
         delivered in accordance with the provisions of this subparagraph.

                  (i)      Survival. The rights and obligations of the parties
         shall survive the term of Employee's employment to the extent that any
         performance is required under this Agreement after the expiration or
         termination of such term.

                  (j)      Entire Agreement. This Agreement, together with the
         Proprietary Information and Inventions Agreement described in paragraph
         9 above, constitutes the entire agreement of the parties with respect
         to the subject matter thereof, and supersedes all previous agreements
         between the parties relating to the same subject matter (but excluding
         the Proprietary Information and Inventions Agreement, which agreement
         shall remain in full force and effect).

                  (k)      Counterparts. This Agreement may be executed in two
         or more counterparts, each of which shall be deemed an original but all
         of which shall together constitute one and the same document.



                                    * * * * *



                                       13
<PAGE>   14






                                    * * * * *

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.

EMPLOYEE                                            NORTHFIELD LABORATORIES INC.


/s/ Jack J. Kogut                                   By
--------------------------                             -----------------------
Jack J. Kogut                                       Its
                                                        ----------------------







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</TEXT>
</DOCUMENT>
