EMPLOYMENT AGREEMENT (this "Agreement"), effective as of January 1, 2007 (the "Effective
Date " ) by and between IGI, Inc., having an address at 105 Lincoln Avenue, Buena, New Jersey 08310
(" Company ") and Rajiv Mathur have an address at 35 Milestone Drive, Ringoes, New Jersey 08551("
Executive" ). Company and Executive are referred to hereinafter as the " Parties ".
R E C I T A L S :
WHEREAS, the Company desires to employ the Executive on the terms and subject to the conditions
set forth herein, and Executive is willing to accept such employment on such terms and conditions; and
WHEREAS, by virtue of such employment, Executive will have access to Confidential Information of
IGI and its subsidiaries (the "IGI Companies"); and
WHEREAS, Executive acknowledges and agrees that the Company (on behalf of itself and the IGI
Companies) has a reasonable, necessary and legitimate business interest in protecting its own and the IGI
Companies' Confidential Information, client accounts, relationships with prospective clients, Goodwill and
ongoing business, and that the terms and conditions set forth below are reasonable and necessary in order
to protect these legitimate business interests.
NOW THEREFORE, in consideration of the representations, warranties, covenants, and agreements
contained herein, and for other good and valuable consideration, the receipt and adequacy of which are
conclusively acknowledged, the Parties, intending to become legally bound, agree as follows:
A G R E E M E N T :
1.1 Specific Definitions . Capitalized terms not defined elsewhere herein shall have the following
meanings ascribed to them:
"Board" means the Board of Directors of IGI, Inc.
" Change in Control" shall mean the occurrence of any of the following events:
(a) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of