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EMPLOYMENT AGREEMENT EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of June 4, 2001, is between deCODE
genetics, Inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxx
("Xxxxx"), who agree as follows:
1. POSITION AND DUTIES. Commencing on June 4, 2001, Young shall be
employed by the Company and shall serve as Vice President, Business Development,
reporting to the Chief Executive Officer of the Company. As Vice President,
Business Development, Young shall have worldwide duties and responsibilities and
shall have vested in him the authority typical for an employee in such position.
Young shall also be an officer of the Company and a full member of the Company's
senior management responsible for participating in the development of strategy
for the Company as a whole.
2. SALARY AND BONUS. The Company shall pay to Young as compensation a
base salary of $235,000 per year, payable in installments on the date on which
the Company pays its other executive officers, but in no event less frequently
than monthly and which shall be subject to applicable withholding obligations of
the Company. At the discretion of the Compensation Committee, Young also shall
be eligible for increases in his base salary. Additionally, Young shall be
eligible to receive an annual performance bonus of 40% of his base salary, based
on a review and determination by the Compensation Committee of the Company's
Board of Directors of the degree to which Young has achieved annual goals and
milestones to be mutually agreed upon in writing by Young and the Company.
3. STOCK OPTION. Effective as of June 4, 2001, the Company shall grant
to Young an option (the "Option") under the Company's Incentive Stock Option
Plan to purchase 100,000 shares of common stock of the Company ("Option
Shares"). Twenty thousand (20,000) of the Option Shares shall vest immediately
upon signing of this employment agreement. So long as Young remains employed by
the Company, the remaining 80,000 Option Shares shall vest over a 4 year period
at the rate of 1/48th on the last day of each month from the date of this
employment agreement until either Young ceases to provide services to the
Company for any reason; or the Option Shares have become fully vested. The
exercise price per Option Share shall be $7.48, the market price of the
Company's common stock as traded on the NASDAQ on May 25, 2001. In the event
that Young's employment is terminated by the Company other than for "cause" (as
defined in paragraph 7 below), then the lesser of (i) 20,000 Option Shares or
(ii) the remaining unvested Option Shares, shall become immediately vested and
may then be exercised in accordance with the Company's Incentive Stock Option
Plan.
4. FRINGE BENEFITS. Young shall be eligible for and shall participate in
all fringe benefits that the Company may from time to time generally make
available to Company executives. The Company shall promptly develop and
implement a 401-k plan for its United States operations and make same available
to Young for his participation. Additionally, the Company shall provide to Young
disability insurance coverage equivalent to that which Young has as of the
effective date hereof.
5. EXPENSES. The Company will reimburse Young for all reasonable and
necessary expenses incurred by him in carrying out his duties under this
Agreement. Young shall promptly present to the Company itemized accounts of such
expenses in such form as may be required by the Company.
6. VACATION. Young shall be eligible to receive four weeks paid vacation
per year in addition to those paid holidays customarily observed in the United
States.
7. SEVERANCE. If Young's employment is terminated by the Company other
than for "cause," the Company shall make a lump sum severance payment to Young
equal to one year of his base salary then in effect. For purposes of this
Agreement, "cause" shall mean the commission by Young of a felony, or of an act
of dishonesty in the performance of his duties or which otherwise affects the
Company, or of fraud, or a willful failure or refusal by Young to perform his
duties and responsibilities hereunder which shall continue for 30 days after a
written demand for performance is made by the Company to Young identifying in
reasonable detail his failure of performance.
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8. NON-COMPETE. In the event that Young voluntarily resigns his
employment with the Company, for a period of one year after his resignation
Young shall not become or be interested in (whether as an officer, director,
stockholder, partner, proprietor, associate, representative or otherwise), or
directly or indirectly engage in activities or render services for or to, any
business organization which engages in activities or services which are directly
related to any specific product or services or ongoing project of the Company on
which Young was working during his employment; provided, however, that
notwithstanding the foregoing, Young may own, as an inactive investor,
securities of any competitor corporation so long as his holding in any one such
corporation shall not in the aggregate constitute more than 1% of the voting
stock of such corporation.
9. INDEMNIFICATION. Young shall be covered by the Company's directors'
and officers' liability insurance policy, and shall otherwise be entitled at all
times to the benefit of the maximum indemnification from liability made
available from time to time by the Company to its officers and executives.
10. TERMINATION. Nothing in this Agreement is intended to or shall
modify the at-will nature of Young's employment relationship with the Company.
Young may terminate his employment at any time with or without notice and with
or without cause, and the Company may do likewise subject only to the express
provisions of this Agreement.
deCODE genetics, Inc. Xxxxxxx X. Xxxxx
BY: /s/ Xxxx Xxxxxxxxxx BY: /s/ Xxxxxxx X Xxxxx
