EXHIBIT 10.25
[LOGO]
January 2, 1998
Xxxxx Xxxxxxxx
00 Xxxxxxxx Xxxxxxxxxxxx
Xxxxxxxxx,
XX00 0XX
XX
Dear Xxxxx:
I am pleased to offer you ("you" or the "Executive") employment (the
"Employment") with Bioscot, Ltd. on behalf of Serologicals Corporation (the
"Corporation"), on the terms set forth herein (the "Offer"). This Offer extends
your present employment with Bioscot, Ltd. which commenced on May 1, 1985.
1. Position, Duties and Responsibilities.
a. You shall serve as the Vice President, Diagnostic Operations,
responsible for the duties outlined in the attached Job Description. Your
primary location will be at Bioscot's Xxxxxxxxxx facility, but you will be
required to visit the facilities of the Corporation in the U.S.A. and carry out
other duties outside of Scotland, as required.
b. You will devote all your business time and attention to the business and
affairs of the Corporation consistent with your position with the Corporation.
Nothing herein, however, shall preclude you from engaging in charitable and
community affairs, or giving attention to your investments provided that such
activities do not interfere with the performance of your duties and
responsibilities enumerated herein. You will maintain Directorship on the
Bioscot, Ltd. board and carry out the duties of Managing Director where
required for no additional compensation.
c. Except as otherwise specifically stated herein, you shall be subject to
all of the requirements and provisions described in the employee handbook, as
it may be amended from time to time.
d. This Employment Agreement shall commence on January 2, 1998 (the
"Effective Date") and continue for successive one (1) year periods, unless
otherwise terminated pursuant to the provisions hereof.
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2. Compensation and Related Matters.
a. Base Salary. You shall be paid a base salary (the "Base Salary") equal
to $125,000 per year. The Base Salary shall be payable to you by Bioscot, Ltd.
in the manner and on the date(s) on which the Corporation pays its other
executives, but in no event less frequently than monthly. The salary will be
translated into UK currency at the prevailing rate of exchange or by a
mechanism that will be agreed from time to time.
b. Incentive Compensation. You shall be eligible to participate in such
bonus and incentive compensation plans of the Corporation in which other
officers of the Corporation are generally eligible to participate, as the Board
or a Committee thereof shall determine from time to time in its sole discretion,
subject to and in accordance with the terms and provisions of such plans.
c. Employee Benefit Programs. You shall be eligible to receive fringe
benefits now provided or may hereinafter be provided by the Corporation to its
executives. You will be eligible for all benefits normally provided for
employees of Bioscot and Bioscot rules will apply.
d. Reimbursement of Expenses. It is contemplated that in connection with
your Employment hereunder, you may be required to incur business, entertainment
and travel expenses. The Corporation agrees to promptly reimburse you in full
for all reasonable out-of-pocket business, entertainment and other related
expenses (including all expenses of travel and living expenses while away from
home on business or at the request of, and in service of, the Corporation)
incurred or expended by you incident to the performance of your duties
hereunder; provided that you properly account for such expenses in accordance
with the policies and procedures established by the Board and applicable to the
executives of the Corporation.
e. Paid Time Off. You shall be entitled, in each calendar year of your
Employment, to the number of paid vacation days determined by the Corporation
from time-to-time to be appropriate for its executives, but in no event less
than five (5) weeks in any such year during your Employment (pro-rated, as
necessary for partial calendar years during your Employment). You may take your
allotted vacation days at such times as are mutually convenient for the
Corporation and you, consistent with the Corporation's vacation policy in
effect with respect to its executives. You shall also be entitled to all nine
(9) statutory or public holidays recognized by Bioscot, Ltd.
3. Termination by the Company. Notwithstanding the foregoing, the Corporation
may terminate your employment at any time. In the event of termination resulting
from the elimination of your position, you shall be entitled to continue to
receive your Base Salary for a nine (9) month period from the date of
termination. Under no other termination circumstances will you be eligible for
any form of salary continuation.
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4. Nondisclosure. You acknowledge and agree that during your employment by the
Corporation hereunder, and during your prior employment with Bioscot Ltd., you
will come to have knowledge and information with respect to trade secrets or
confidential or secret plans, projects, materials, business methods,
operations, techniques, customers, employees, financial conditions, policies
and accounts of the Corporation with respect to the business of the
Corporation, including, but not limited to, the identity of donors and donor
lists of the Corporation, its successors or assigns or any of its affiliates
("Confidential Information"). You agree that you will not at any time divulge,
furnish or make accessible to anyone (other than in the regular course of your
performance of services for the benefit of the Corporation, its successors or
assigns) any Confidential Information of the Corporation. Notwithstanding the
foregoing, Confidential Information shall not include any information which (i)
is known generally to the public (other than as a result of unauthorized
disclosure by you), (ii) was available to you on a nonconfidential basis prior
to its disclosure to you by the Corporation or (iii) is required to be
disclosed pursuant to the valid order of a governmental agency or a judicial
court of competent jurisdiction, in which case you shall give prompt written
notice to the Corporation of such requirement so that the Corporation may take
such action as it deems appropriate.
The Corporation may call upon you at any time to take out patents on work
carried out by you during your appointment and to assign such patents to the
corporation or a nominee of the corporation.
5. Non-Compete and Non-Solicitation. As a material inducement to the
Corporation to enter into this letter, you agree that at all times during your
Employment and for a period of twelve (12) months after the termination of your
Employment, you will not, in any way, directly and indirectly, solicit, divert,
or take away or attempt to solicit, divert, or take away customers, the
business, or any of the donors of the Corporation that dealt with the
Corporation in any capacity through its donor center or laboratory operations
during your Employment.
You agree that during your Employment and for a period of nine (9) months after
the termination for any reason of your Employment, you will not in a geographic
area in which the Corporation was conducting business during the term of your
Employment or at the date of termination thereof, directly, or indirectly
through any means, including a business entity in which you have an ownership
interest, request or induce any other employee of the Corporation or its
affiliates or any donor to the Corporation or its affiliates to terminate their
relationship with the Corporation or its affiliates and enter into an
employment or consulting relationship with another business entity engaged in a
business similar to the Corporation's.
6. Miscellaneous.
a. Governing Law. This letter is to be governed by and interpreted
in accordance with the laws of Scotland.
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b. No Attorney Provided. The Corporation advises you that it is not
providing legal advice in connection with your acceptance and execution hereof
and that, if you so elect, you should consult with an attorney prior to such
execution.
c. Affiliate. References to the "Corporation" hereunder shall
include "affiliates" thereof, as such term is defined in Rule 405 under the US
Securities Act of 1933, as amended. The Corporation shall have the right to
designate as your employer hereunder Serologicals, Inc., Seramed, Inc., any
affiliate of which the Executive shall have significant operating or managerial
responsibility or any other affiliate to which the Executive agrees; provided
that in the event of such designation, the Corporation shall remain responsible
for its obligations hereunder in the event that any such designee fails to
perform such obligation.
d. Severability. If any provision of this Agreement shall be
determined to be invalid, illegal or unenforceable in whole or in part, all
other provisions hereof shall remain in full force and effect to the fullest
extent permitted by law.
Please indicate your acceptance of this Employment Agreement by signing in the
space provided below and returning to me no later than May 21, 1998.
Very truly yours,
SEROLOGICALS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx, Ph.D.
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Xxxxxx X. Xxxxxx, Ph.D.
Title: President/CEO Serologicals
Corporation
Director, Bioscot, Ltd.
ACKNOWLEDGED AND AGREED
this 6th day of May 1998.
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
KJTCONTRACT 4
