EXHIBIT 10.28
February 14, 0000
Xxxx Xxxxx
0000 Xxxxxxx Xxxx, XX
Xxxxxxxxxx, XX 00000
Re: Letter Agreement Concerning Severance
Dear Xxxx:
As a corporate retention strategy, InforMax, Inc. ("InforMax" or the
"Company") agrees to provide you with certain additional severance benefits
under the terms and conditions set forth herein.
In consideration of the promises of the parties to this Letter
Agreement, the receipt and sufficiency of which are hereby acknowledged, the
parties agree to amend the Employment Agreement by and between you and the
Company dated as of February 28, 2001 (the "Employment Agreement") as follows:
The parties agree that Section 4(c) of the Employment Agreement,
captioned "Termination of Employment," "Termination Without Cause other than
upon a Change of Control," shall be amended to state:
(c) Termination without Cause other than upon a Change of
Control. InforMax shall pay Employee a lump-sum cash payment in
an amount equal to one-hundred percent (100%) of Employee's
annual base salary, plus an additional pro rata bonus payment
not to exceed fifty percent (50%) of Employee's annual base
salary, for the previous twelve (12) months upon termination by
InforMax of Employee's employment without cause other than as
provided in Section 4(b) above. The amount of such additional
bonus payment shall be calculated by multiplying (x) fifty
percent (50%) of Employee's annual base salary, by (y) such
fraction, the numerator of which equals the number of completed
months of Employee's employment in the calendar year in which
the Employee was terminated by the Company under this
subsection, and the denominator of which equals twelve (12). The
severance payment shall be paid to Employee in cash as promptly
as practicable, but in no event later than thirty (30) days
following the termination of his employment. The employee shall
have 30 days from the date of termination to exercise all vested
options. Employee's options will cease vesting on the date of
termination.
The parties also agree that Section 4(e), currently captioned "Termination of
Employment," "Voluntary Termination by Employee without Cause," shall be amended
to state:
(e) Voluntary Termination by Employee without Cause or for other
than Good Reason. Any termination of Employee's employment by
resignation, retirement or any other action of Employee for any
reason other than as set forth in Section 4(d) or Section 4(g)
below shall be deemed to be a "Voluntary Termination." Employee
shall give InforMax thirty (30) days notice of a Voluntary
Termination.
The parties also agree that Section 4, captioned "Termination of
Employment," shall be amended to include a new subsection (g) "Termination by
Employee for Good Reason":
(g) Termination by Employee for Good Reason. InforMax shall pay
Employee a lump-sum cash payment in an amount equal to
one-hundred percent (100%) of Employee's annual base salary,
plus an additional pro rata bonus payment not to exceed fifty
percent (50%) of Employee's annual base salary, for the previous
twelve (12) months upon termination of employment by Employee
for "Good Reason" (as defined below). The amount of such
additional bonus payment shall be calculated by multiplying (x)
fifty percent (50%) of Employee's annual base salary, by (y)
such fraction, the numerator of which equals the number of
completed months of Employee's employment in the calendar year
in which the Employee terminates his employment for Good Reason,
and the denominator of which equals twelve (12). For purposes of
this subsection, the term "Good Reason" means (i) a change in
Employee's position with the Company which materially reduces
Employee's duties and responsibilities or the level of
management to which Employee reports, (ii) a material reduction
in Employee's level of compensation (including base salary,
fringe benefits and target bonus under any corporate performance
based bonus or incentive programs), or (iii) a relocation of
Employee's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is
effected by the Company without Employee's consent. The
severance payment shall be paid to Employee in cash as promptly
as practicable, but in no event later than thirty (30) days
following the termination of his employment. The employee shall
have 30 days from the date of termination to exercise all vested
options. Employee's options will cease vesting on the date of
termination.
The parties also agree that the relevant option grant agreements in
connection with Employee's grant of 300,000 options on April 10, 2001 and
150,000 options on January 25, 2002 are hereby amended to provide Employee with
a period of up to 6 months from the date of his termination without "Cause" or
voluntary termination for "Good Reason," in which to exercise such options that
have vested and become exercisable prior to such employment termination date.
The option agreements governing the grants above shall otherwise remain
unchanged.
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Unless specifically modified herein, all terms and conditions of the
Employment Agreement and any other employment related agreements shall remain in
full force and effect and you agree that you will continue to be bound by such
agreements.
This Letter Agreement may not be released or abandoned, supplemented or
modified in any manner, orally or otherwise, except by an instrument in writing
signed by each of the parties hereto. This Letter Agreement will be governed by
the laws of the State of Maryland and the parties agree to submit to the
exclusive jurisdiction of any Maryland court or Federal Court sitting in
Maryland in any action or proceeding arising out of or relating to this Letter
Agreement or the transactions contemplated hereby.
Please evidence your understanding of and agreement with the
above-stated terms by signing below and returning this Letter Agreement to me.
Yours sincerely,
INFORMAX, INC.
By:/S/ Xxxxxxxxx Xxxxxxxxx, Ph.D.
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Xxxxxxxxx Xxxxxxxxx, Ph.D.
Chairman and Chief Executive Officer
AGREED:
/S/ Xxxx Xxxxx
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Xxxx Xxxxx
Chief Financial Officer and
Chief Operating Officer
February 18, 2002
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Date
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