EXHIBIT 10.2
December 11, 1996
Xxxx Xxxxx, M.D.
0000 Xxxx Xxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
I am pleased on behalf of Serologicals, Inc. (the "Corporation"), to offer
you ("you" or the "Executive") employment with Serologicals, Inc. (the
"Employment") on the terms set forth herein (the "Offer").
1. Position, Duties and Responsibilities.
a. You shall serve as the Vice President, Medical and Scientific
Affairs, responsible for the duties outlined in the attached Job
Description.
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.
c. Except as otherwise specifically stated herein, you shall be
subject to all of the requirements and provisions described in the
Corporation's employee handbook, as it may be amended from time to time.
d. Your Employment shall commence hereunder effective on or about
March 1 - May 1, 1997 (the "Effective Date") and continue for successive one
(1) year periods following the completion of your probationary period (first
90 days of employment) (such 90 day period being hereinafter referred to as,
the "Probationary Period"), unless otherwise terminated pursuant to the
provisions hereof.
2. Compensation and Related Matters.
a. Base Salary. You shall be paid a base salary (the "Base Salary")
equal to $145,000 per year. The Base Salary shall be payable to you in the
manner and on the date(s) on which the Corporation pays its other
executives, but in no event less frequently than monthly.
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. Stock Options. You are hereby granted 40,000 Options (Board,
Compensation Committee and/or Stockholder approval required) of the
Corporation's $.01 par value common stock at an initial exercise price equal
to the fair market value of Corporation stock on the date of commencing
employment. The Options shall have a term of ten (10) years and, so long as
you are then employed by the Corporation, the right to exercise the Options
shall vest and be fully exercisable at the rate of 10,000 per year
commencing on the first anniversary of the Effective Date. Such options
shall be issued pursuant to a stock option agreement entered into by you and
the Corporation and shall be subject to all the other terms and conditions
contained in the Plan, the provisions of which shall be determined in the
sole discretion of the Board of Directors or a committee thereof. In the
event of termination of your Employment prior to the vesting in full of your
Options, the Options will continue to vest until the end of your severance
period, if any.
d. Employee Benefit Programs. You shall be eligible, subject to the
satisfactory completion of a physical examination, to receive fringe
benefits now provided or may hereinafter be provided by the Corporation to
its executives.
All newly hired employees remain in a probationary status for the first
ninety (90) days of employment. Upon successful completion of the
Probationary Period, you will become eligible for participation in the
Corporation benefits set forth below. In addition, the Corporation agrees
to reimburse you for your COBRA expenses for existing medical/dental
benefits during the Probationary Period.
-- Comprehensive medical/dental insurance, including Prescription Card
Service
-- Corporation paid life insurance (two times your annual salary)
-- Serologicals Corporation's Employees' Retirement Plan - 401(k)
-- Short-term Disability Insurance
-- Long-term Disability Insurance
-- Flexible Spending Account (Medical and Dependent Care)
-- Employee Stock Purchase Plan
e. 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.
f. 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 four (4) 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. Additionally, you
shall also be entitled to sixteen (16) hours of personal time off and eighty
(80) hours of sick leave per calendar year (pro-rated, as necessary, for
partial calendar years during your Employment ). You shall also be entitled
to all paid holidays given by the Corporation to its executives.
g. Relocation. Serologicals, Inc. agrees to reimburse you for the
following relocation expenses:
-- Reimbursement on costs associated with the sale and purchase of
residence within eighteen (18) months of the Effective Date,
including without limitation realtor's fees, not more than one
mortgage loan financing point, appraisals, and other standard
closing costs (including reasonable attorney's fees in connection
with such closings.) There will be no reimbursement for loss of
any equity on the sale of the Executive's current residence.
-- Reimbursement of temporary housing expense (not to exceed six
months), not to exceed $2,200/month.
-- Full reimbursement of reasonable moving expenses, including the
actual costs of packing, shipping, unpacking, and placing household
goods and personal effects from one residence. Full value
insurance protection.
-- Temporary storage of household goods (not to exceed 90 days).
-- One-time relocation payment equal to two (2) weeks pay to help
cover the cost of incidental moving expenses.
-- Two (2) one (1) week trips for employee and spouse travel to
Atlanta for the purpose of house hunting (airfare, hotel, rental
car included).
-- One-time gross-up to cover tax liability for relocation payments
made under this Section g. Payment is made at year end.
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 effective date of termination. Under no other termination
circumstances will you be eligible for any form of salary continuation.
4. Nondisclosure. You acknowledge and agree that, during your employment
by the Corporation hereunder, 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.
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 or 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 operations
during your Employment.
You agree that during your Employment and for a period of twelve (12) 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 the State of Georgia applicable to agreements
made and to be performed within that State except as provided herein.
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
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 letter 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 Offer by signing in the space
provided below.
Very truly yours,
SEROLOGICALS CORPORATION
By: /s/Xxxxxx X. Xxxxxx, Ph.D.//
--------------------------
Xxxxxx X. Xxxxxx, Ph.D.
Title: President/CEO
ACKNOWLEDGED AND AGREED
this 23rd day of December, 1996.
/s/Xxxx Xxxxx, M.D.//
--------------------
Xxxx Xxxxx, M.D.
JOB DESCRIPTION
EXEMPT
DATE: December 11, 1996
JOB TITLE: VICE PRESIDENT, MEDICAL AND SCIENTIFIC AFFAIRS
DIVISION: SEROLOGICALS CORPORATION
DEPARTMENT: HEALTHCARE SERVICES
INCUMBENT: XXXX XXXXX, M.D.
POSITION PURPOSE:
Manage Serologicals Corporation's medical-related affairs, including serving
as the Corporation's Medical Director, providing senior consultation to the
Healthcare Services Division, and providing technical guidance for research
and development initiatives through effective strategic planning,
communication, policy formation, delegation, and control.
MAJOR DUTIES:
1. Assist President/CEO in developing and organizing the Corporation's
Healthcare Services Division in conjunction with remainder of Corporation's
business divisions.
2. Acting as the Corporation's Medical Director, oversee and evaluate the
Corporation's medical affairs operations to ensure compliance with state and
federal regulations and standard operating procedures.
3. Provide technical guidance for Corporation's research and development
initiatives.
4. As required, provide management services to other departments and
divisions.
POSITION: VICE PRESIDENT, MEDICAL AND SCIENTIFIC AFFAIRS
ORGANIZATIONAL RELATIONSHIP:
President/CEO
Executive Asst--------|---------Director, Corp Comm/
| Investor Relations
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| | | | | | | |
VP, VP, VP, VP, VP, VP, VP, VP,
Finance Reg. Ther. Operations Clinical Sales & Medical General
and Admin- Affairs Services Diag. Marketing and Manager
istration Products Scientific Bioscot
Affairs Ltd.
EDUCATION/EXPERIENCE:
1. Licensed Medical Physician.
2. Comprehensive working knowledge of healthcare services industry, general
knowledge of medical technology related to disease-state diagnosis and
treatment.
3. Effective communications skills in dealing with peers, direct reports,
customers, regulatory officials, and medical professionals.
4. Demonstrated proficiency in identifying problems, implementing solutions
and motivating others to achieve established strategic goals. Strong
customer service orientation and interpersonal understanding.
PHYSICAL REQUIREMENTS:
1. Ability to travel via automobile and/or airplane.
2. Ability to articulate clearly and conduct oral presentations.
3. Occupational exposure to bloodborne pathogens.
I acknowledge by my signature below, that the duties listed on this job
description represent those tasks falling within my immediate
responsibility. I must inform my immediate supervisor and/or the Director,
Human Resources, should I have a significant change in duties or
responsibilities after signing this job description.
/s/Xxxx Xxxxx, M.D.// 12/23/96
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Signature of Employee Date
/s/Xxxxxx X. Xxxxxx, Ph.D.// 12/23/96
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Signature of Supervisor/Manager Date
/s/Xxxxxx Xxxxxx// 12/23/96
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Signature of Director, Human Resources Date
