EMPLOYMENT AGREEMENT
DATE: January 30, 2008
PARTIES: Techne Corporation, a
Minnesota corporation
000 XxXxxxxx Xxxxx X.X.
Xxxxxxxxxxx, Xxxxxxxxx 00000
Xxxxxx Xxxxxxxxx
0000 Xxxx Xxxxx Xx.
Xx. Xxxx, Xxxxxxxxx 00000
AGREEMENTS:
ARTICLE l.
TERM OF EMPLOYMENT: DUTIES AND SUPERVISION
1.1) Parties. The parties to this Agreement are Xxxxxx Xxxxxxxxx
("Employee") and Techne Corporation ("Company"). As used herein, Company
refers to Techne Corporation and its subsidiaries including Research and
Diagnostic Systems, Inc. ("R&D"), unless specifically provided otherwise.
All of the rights and obligations created by this Agreement may be performed
by or enforced by or against the Company or R&D or other appropriate
subsidiary.
1.2) Term of Employment. The Company hereby employs Employee as Vice
President, Hematology Operations of the Company for the term beginning
January 30, 2008 and continuing through June 30, 2010 unless employment
terminates earlier as provided in Article 5 hereof.
1.3) Duties and Supervision. During the term of this Agreement,
Employee agrees to devote his full time and best efforts to the business and
affairs of the Company, and to perform such services and duties
Employee may from time to time be assigned by the Company, and specifically
its President.
ARTICLE 2.
COMPENSATION
2.1) Salary. During the first fiscal year of the term of this
Agreement (July 1, 2007 through June 30, 2008), the Company shall pay to
Employee as base compensation for services to be rendered hereunder an annual
salary of $160,000, to be paid semi-monthly or in accordance with the usual
payroll practices of the Company. Each subsequent fiscal year during the
term of Employee's employment by the Company, under this Agreement,
Employee's salary shall be reviewed but not reduced by the President of
the Company.
2.2) Management Incentive Bonus Plan. During each fiscal year of the
term of Employee's employment, Employee shall be eligible to earn a bonus
equal to 40%, as herein defined, of his base compensation. The performance
standards for earning such bonus shall be established annually by the
President of the Company but the eligibility for a 40% bonus shall not be
amended during the term of this Agreement except with the consent of
Employee. At least one-half of such bonus shall be paid in the form
of stock options with an aggregate exercise price equal to such one-half of
the bonus amount. Such options are to be granted immediately after receipt
of audited financial statements for the previous fiscal year and the
corresponding close of the previous fiscal year. The exercise price is to be
based on the market price of the Company's Common Stock on the date of grant.
The other one-half of any bonus earned may be taken, at the election of the
Employee, either in cash or in additional stock options with an exercise
price equal to 170% of such one-half of the bonus amount.
2.3) Other Employee Compensation and Benefits. In addition to the
compensation and benefits provided to Employee in Sections 2.1 and 2.2
hereof, Employee shall be entitled to participate in other employee
compensation and benefit plans from time to time established by the Company
and made available generally to all employees. Employee shall participate in
such compensation and benefit plans on an appropriate and comparable basis
determined by the Board of Directors by reference to all other employees
eligible for participation. With regard to all insured benefits to be
provided to Employee, benefits shall be subject to due application by
Employee, the Company has no obligation to pay insured benefits directly and
such benefits are payable to Employee only by the insurers in accordance with
their policies. Employee shall not be reimbursed for unused personal days or
sick days.
ARTICLE 3.
PAYMENT OF CERTAIN EXPENSES
3.1) Business Expenses. In order to enable Employee to better perform
the services required of him hereunder, the Company shall pay or reimburse
Employee for business expenses in accordance with policies to be determined
from time to time by the Board of Directors. Employee agrees to submit
documentation of such expenses as may be reasonably required by Company.
ARTICLE 4.
INVENTIONS, PROPRIETARY INFORMATION AND COMPETITION
4.1) Prior Agreement. Neither the execution of this Agreement nor any
provision in it shall be interpreted as rescinding or revoking the Employee
Agreement With Respect To Inventions, Proprietary Information, and Unfair
Competition previously entered into between the Company and Employee as of
February 2, 1993 (the "Prior Agreement"). The Company and Employee hereby
agree that the terms of such Prior Agreement shall apply to all businesses of
the Company, including not only business conducted by the Company but also to
business conducted through Techne or any subsidiary or venture of Techne now
existing or hereafter created. The termination of this Employment Agreement
shall not terminate Employee's obligations under the Prior Agreement.
ARTICLE 5.
TERMINATION
5.1) Events of Termination. Employee's employment shall terminate as
follows:
(A) By mutual written agreement of the parties.
(B) Upon death of Employee;
(C) Employee may terminate his employment at any time upon
written notice provided to the Board of Directors at least 90 days
prior to the effective date of termination.
(D) The Company may terminate Employee's employment as follows:
(i) In the event of the merger, sale of the business, or
change in control of the Company, provided that the salary
and bonus continuation provisions of Article 6.1 of this
Agreement are met.
(ii) By written notice to Employee, the Company may
terminate Employee's employment immediately with cause. For
purposes of this Agreement, "cause" shall mean material
dishonesty or gross misconduct on the part of Employee in the
performance of Employee's duties hereunder, serious breach of
Company policies or failure on the part of Employee to
perform material duties assigned to Employee by the Company's
President or Board of Directors.
(iii) Upon the occurrence of physical or mental disability
of Employee to such an extent that Employee is unable to
carry on essential functions of Employee's position, with or
without reasonable accommodation, and such inability
continues for a period of three months. Nothing in this
Section 5.1(D)(iii) shall limit the right of either party to
terminate this Agreement under one of the other sections of
this Section 5.1.
5.2) Records and Files. In the event of termination of employment of
Employee hereunder, possession of each corporate file and record shall be
retained by the Company, and Employee or his heirs, assigns and legal
representatives shall have no right whatsoever in any such material,
information or property.
ARTICLE 6.
TERMINATION BENEFITS
6.1) Termination Benefits. In the event Employee's employment by the
Company is terminated in connection with a merger, sale, or "change in
control" of the Company or any subsidiary of the Company, Employee shall be
paid at the time of such termination an amount equal to the lesser of (a) one
month's base salary as provided by section 2.1 of this Agreement for each
full year during which Employee has been employed by the Company, or (b) two
times Employee's annualized compensation for the tax year preceding the year
of termination (as evidenced by Employee's W-2 for such preceding year), or,
if less, two times the compensation limit under Internal Revenue Code Section
401(a)(17); provided, however, that Employee shall be entitled to the payment
set forth in this Section 6.1 only if he executes and does not rescind a
release agreement in a form supplied by the Company, which will include, but
not be limited to, a comprehensive release of claims against the Company and
all related parties, in their official and individual capacities. For
purposes of this Section 6.1, "change in control" means the acquisition in
one or more transactions by a single party, or any number of parties acting
in concert, of a majority of the outstanding shares of voting stock of the
Company.
ARTICLE 7.
MODIFICATIONS
7.1) Modifications. Except as provided in Section 4.1 above, this
Agreement supersedes all prior agreements and understandings between the
parties relating to the employment of Employee by the Company and it may not
be changed or terminated orally. No modification, termination, or attempted
waiver of any of the provisions of this Agreement shall be valid unless in
writing signed by the party against whom the same is sought to be enforced.
ARTICLE 8.
GOVERNING LAW AND SEVERABILITY
8.1) Governing Law. The validity, enforceability, construction and
interpretation of this Agreement shall be governed by the laws of the State
of Minnesota.
8.2) Severability. If any term of this Agreement is deemed
unenforceable, void, voidable, or illegal, such unenforceable, void, voidable
or illegal term shall be deemed severable from all other terms of this
Agreement which shall continue in full force and effect and the Company and
Employee expressly acknowledge that a court of competent jurisdiction may, at
Company's request, modify and thereafter enforce any of the terms,
conditions, and covenants contained in this Agreement.
ARTICLE 9.
BINDING EFFECT
9.1) Binding Effect. The breach by the Company of any other agreement
or instrument between the Company and Employee shall not excuse or waive
Employee's performance under, or compliance with, this Agreement. This
Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns, and Employee, his heirs, assigns, and legal
representatives. The rights of Employee hereunder are personal and may not
be assigned or transferred except as may be agreed to in writing by the
Company.
ARTICLE 10.
ARBITRATION
10.1) Arbitration. Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of
any such controversy. If, notwithstanding, such dispute cannot be resolved,
such dispute shall be settled by binding arbitration. Judgment upon the
award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The arbitrator shall be a retired state or federal
judge or an attorney who has practiced securities or business litigation for
at least 10 years. If the parties cannot agree on an arbitrator within 20
days, any party may request that the chief judge of the District Court for
Hennepin County, Minnesota, select an arbitrator. Arbitration will be
conducted pursuant to the provisions of this Agreement, and the commercial
arbitration rules of the American Arbitration Association, unless such rules
are inconsistent with the provisions of this Agreement, but without
submission of the dispute to such Association. Limited civil discovery shall
be permitted for the production of documents and taking of depositions.
Unresolved discovery disputes may be brought to the attention of the
arbitrator who may dispose of such dispute. The arbitrator shall have the
authority to award any remedy or relief that a court of this state could
order or grant; provided, however, that punitive or exemplary damages shall
not be awarded. The arbitrator may award to the prevailing party, if any, as
determined by the arbitrator, all of its costs and fees, including the
arbitrator's fees, administrative fees, travel expenses, out-of-pocket
expenses and reasonable attorneys' fees. Unless otherwise agreed by the
parties, the place of any arbitration proceedings shall be Hennepin County,
Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
it to be dated as of the day and year first above written.
TECHNE CORPORATION
By /s/ Xxxxxx X. Xxxxx
Its President
"Company"
/s/ Xxxxxx Xxxxxxxxx
"Employee"
