Second Amendment to Executive Employment Agreement
10.58a
Second
Amendment to Executive Employment Agreement
This
Second Amendment (the “Amendment”) is made on this 8th
day of
May, 2007, but as of the 23rd day of February, 2007 by and between Gene
Logic
Inc., a Delaware corporation (the “Company”), and Xxxxxx X. Xxxxxx, Xx. (the
“Executive”).
The
parties to this amendment have previously entered into an Executive Employment
Agreement dated October 11, 1999 that was amended by a First Amendment dated
as
of October 24, 2006 (said agreement and amendment being herein referred to
collectively as the “Agreement”).
On
February 22, 2007, the Company’s Board of Directors approved certain changes to
the terms of the Executive’s Agreement and the Executive agreed to such terms
and this amendment is being executed to document those changes and evidence
the
agreement of the parties to such terms. Terms not otherwise defined herein
shall
have the meanings as defined in the Agreement.
Therefore,
the parties to this amendment hereby agree as follows:
| 1. |
Base
Salary.
Section 2 of the Agreement is hereby amended by adding a new sentence
after the first sentence of Section 2 to read as follows:
|
For
calendar year 2007, Xxxxxx shall receive an annualized base salary of $275,000.
| 2. |
Incentive
Compensation.
Subsection 4.1 is hereby amended by adding the following sentences
at the
end thereof as follows:
|
For
calendar year 2007, Xxxxxx shall receive incentive compensation of 50% of his
base salary, payable within 2 ½ months after the end of 2007, so long as
Xxxxxx’x employment by the Company on a full -time basis continues through
December 31, 2007. This payment is in lieu of any other cash bonus or cash
incentive compensation payment from the Company for Xxxxxx’x work during 2007.
If Xxxxxx’x employment by the Company on a full-time basis terminates prior to
December 31, 2007, he shall not be entitled to any incentive compensation
payment for his work in 2007 under this subsection, but may be entitled to
compensation under Section X.
| 3. |
Severance
Payment.
Section X is hereby amended by adding a new bullet after the other
bullets
in subsection (a) as follows:
|
|
§
|
If
employment of the Executive is terminated by the Company prior to
the end
of 2007 without cause, in addition to any other severance payment
to which
he is otherwise entitled, he will also receive, within fifteen days
after
termination of employment, a lump sum payment equal to the balance
of his
2007 salary and incentive compensation as if he had worked through
December 31, 2007 that has not previously been
paid.
|
| 4. |
Additional
Change of Control payment.
Subsection (c) of Section X is hereby further amended by adding the
following after the first sentence of such
subsection:
|
However,
notwithstanding the preceding sentence or any conflicting or inconsistent terms
of the Company’s Executive Severance Plan, if employment of the Executive is
terminated by the Company prior to the end of 2007 without cause and if
Executive is entitled to benefits under the Executive Severance Plan, in
addition to any other severance payment to which he is otherwise entitled
thereunder, the Executive will also receive, within fifteen days after
termination of employment and
becoming
entitled to payment under the Executive Severance Plan, a lump sum payment
equal
to the balance of his 2007 salary and incentive compensation as if he had worked
through December 31, 2007 that has not previously been paid, as described in
subsection X(a) above.
| 5. |
Term.
Section 6 is hereby amended by adding a new sentence at the end of
such
subsection as follows:
|
Notwithstanding
the above, from and after February 22, 2007, the term of employment hereunder
shall be for a period ending on December 31, 2007, subject to renewal by
agreement of the parties, and, notwithstanding any stated term, Company may
terminate this Agreement at any time as provided in Section 7, and subject
to
the terms of Section X.
| 6. |
Miscellaneous:
|
Except
as
specifically provided herein, the Agreement remains in full force and effect
and
unmodified.
To
evidence their agreement to the terms of this Second Amendment, Executive has
signed and Company has caused its duly authorized representative to sign this
Second Amendment as of February 23, 2007
|
By:
/s/
Xxxxxxx X. Xxxxxxx, III
Xxxxxxx
X. Xxxxxxx, III
CEO
& President
|
Executive
/s/
Xxxxxx X. Xxxxxx, Xx.
Xxxxxx
X. Xxxxxx, Xx.
|
