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Exhibit 10.45
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of July 1, 1998 by and between GENE LOGIC INC., a Delaware corporation (the
"Company") and Y. XXXXXXX XXXXXXXX, M.D., a Maryland resident ("Dolginow").
RECITALS:
The Company desires to secure the services of Dolginow and Dolginow
desires to perform such services for the Company on the terms and conditions as
set forth in this Agreement contingent upon the closing of the acquisition of
Oncormed Inc.
NOW, THEREFORE, in consideration of these premises and the mutual
promises and conditions contained in this Agreement, the parties hereto hereby
agree as follows:
1. EMPLOYMENT AND DUTIES. Subject to the terms and conditions of this
Agreement, the Company shall employ Dolginow as a Senior Vice President of the
Company and Dolginow hereby accepts such employment and such positions. Dolginow
shall devote his full time, ability, attention, knowledge and skill to
performing all duties as Senior Vice President of the Company as lawfully
assigned or delegated to him by the Chief Executive Officer of the Company.
2. BASE SALARY. In consideration for Dolginow's services to the
Company during the term of his employment under this Agreement, Dolginow shall
receive an annual base salary of $200,000 during 1998, and thereafter in such
amounts as may be mutually agreed by the Company and Dolginow, but not less than
$200,000. Base salary shall be paid in equal, semi-monthly installments from
which the Company shall withhold and deduct all applicable federal and state
income, social security, disability and other taxes as required by applicable
laws.
3. INCENTIVE STOCK OPTIONS. The Company will grant 100,000 incentive
stock options to Dolginow upon employment with the Company. On the date of your
one year anniversary, 20,000 or one-fifth (20%) of your stock options will vest.
In addition, the remaining 80,000 options will be subject to vesting at the rate
of 1/48 each month for 48 months, beginning on your date of hire. Such incentive
stock options shall become exercisable according to the schedule established by
the Board of Directors for the Company's Incentive Stock Option Plan.
4. ADDITIONAL COMPENSATION AND BENEFITS.
4.1 ANNUAL PERFORMANCE BONUS. During each calendar year while
this Agreement remains in force, commencing with 1998, Dolginow shall receive,
in addition to the base salary specified in Section 2 above, an annual
performance bonus of $50,000 based upon achievement of goals and successful
attainment of objectives as mutually agreed by Dolginow and the Chief Executive
Officer of the Company. For 1998, one half (1/2) of the eligible maximum bonus
will be based upon the attainment of the objectives stated in Exhibit B. The
remaining eligible bonus award will be based upon mutually agreed upon
objectives dealing with the smooth transition of the merger and specific
commercial objectives. Thereafter any annual
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cash bonus shall be in such amount as may be mutually agreed by the Company and
Dolginow, but not less than $50,000.
4.2 MEDICAL BENEFITS, VACATION AND SICK LEAVE. Dolginow shall
be entitled to participate in such medical, health and life insurance plans as
the Company may from time to time implement, and to receive twenty-eight (28)
days of paid vacation per year and sick leave on the same basis as the Company's
other senior executives. This paid time off will be prorated depending on actual
start date to accrue at 2.33 days per month.
4.3 PENSION PLAN. Dolginow shall be entitled to participate as
a beneficiary under such pension plan(s) as the Company may from time to time
adopt, on the same basis as the Company's other senior executives.
5. CONFIDENTIALITY AND PROPRIETARY INVENTIONS AGREEMENT. Upon the
commencement of the term of this Agreement, Dolginow shall enter into the
Company's standard form of agreement relating to the treatment of the Company's
confidential information and ownership of proprietary inventions.
6. TERM OF EMPLOYMENT. Subject to the provisions of Section 7, the
term of the employment engaged by this Agreement shall be a period of four (4)
years commencing on the mutually agreed upon start date and ending four (4)
years later, whereupon the term shall automatically renew for successive one (1)
year periods unless one of the parties to the Agreement shall have given notice
of its intention to terminate the Agreement not later than ninety (90) days
prior to the end of such initial term or any such renewal term.
7. TERMINATION OF EMPLOYMENT.
7.1 FOR CAUSE. The Company may terminate this Agreement,
effective immediately upon written notice to Dolginow, if at any time, in the
reasonable opinion of the Company's Board of Directors, (a) Dolginow commits any
material act of dishonesty, fraud or embezzlement with respect to the Company or
any subsidiary or affiliate thereof, (b) is convicted of a crime of moral
turpitude, or (c) breaches any material obligation under this Agreement. The
Company's total liability to Dolginow in the event of termination of Dolginow's
employment under this Subsection 7.1 shall be limited to the payment of
Dolginow's salary and benefits through the effective date of termination.
7.2 WITHOUT CAUSE. Upon any termination of this Agreement
without cause by the Company, the Company shall pay to Dolginow as severance pay
an amount equal to one half (1/2) of Dolginow's salary including bonus
($250,000) for that calendar year during which the termination becomes
effective, in addition to such other compensation to which Dolginow may be
entitled prior to the date of termination.
7.3 BY DOLGINOW. Dolginow reserves the right to terminate his
employment hereunder for any reason upon thirty (30) days' written notice to the
Company. The Company's total liability to Dolginow in the event of termination
of Dolginow's employment under this Subsection 7.3 shall be limited to the
payment of Dolginow's salary and benefits through the effective date of
termination and the provisions of Subsection 7.2 shall not apply.
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8. MISCELLANEOUS.
8.1 MODIFICATION. Any modification of this Agreement shall be
effective only if reduced to writing and signed by the parties to be bound
thereby.
8.2 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the Company and Dolginow pertaining to the subject matter
hereof and supersedes all prior or contemporaneous written or verbal agreements
and understandings between the parties in connection with the subject matter
hereof.
8.3 SEVERABILITY. If any provision of this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall, nevertheless, continue in full force and effect
without being impaired or invalidated in any way.
8.4 WAIVER. The parties hereto shall not be deemed to
have waived any of their respective rights under this Agreement unless the
waiver is in writing and signed by the waiving party. No delay in exercising any
right shall be a waiver of such right nor shall a waiver of any right on one
occasion operate as a waiver of such right on a future occasion.
8.5 COSTS OF ENFORCEMENT. If any action or proceeding shall be
commenced to enforce this Agreement or any right arising in connection with this
Agreement, each party shall initially bear its own costs and legal fees
associated with such action or proceeding. The prevailing party in any such
action or proceeding shall be entitled to recover from the other party the
reasonable attorneys' fees, costs and expenses incurred by such prevailing party
in connection with such action or proceeding.
8.6 NOTICES. All notices provided for herein shall be in
writing and delivered personally or sent by United States mail, registered or
certified, postage paid or by Federal Express, addressed as follows:
To the Company: Gene Logic Inc.
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
To Dolginow: Y. Xxxxxxx Xxxxxxxx, M.D.
00000 Xxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
or to such other addresses as either of such parties may from time to time
designate in writing. Any notice given under this Agreement shall be deemed to
have been given on the date of actual receipt, or, if not received during normal
business hours, on the next business day.
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IN WITNESS WHEREOF, the parties have executed this Agreement by
their duly authorized officers or agents as of the date first written above.
"COMPANY" "EMPLOYEE"
GENE LOGIC INC.
a Delaware corporation /s/ X. Xxxxxxxx
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Y. Xxxxxxx Xxxxxxxx, M.D.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xx. Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
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EXHIBIT B
GENE LOGIC INC.
OFFICER COMPENSATION EFFECTIVE DECEMBER 1, 1997
JUNE 29, 1998
OFFICER BASE SALARY POTENTIAL BONUS
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Y. Xxxxxxx Xxxxxxxx $200,000 $50,000
(1) Bonus to be earned in the proportions listed below based on Committee or
Board of Directors determination that the listed relevant performance
criteria have been achieved.
(2) Bonus to be earned upon achievement of the following performance
criteria:
PERFORMANCE CRITERIA AMOUNT OF BONUS
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- Achievement of revenues of $15,000,000 $5,000
- Share price growth:
(a) A 15-day trailing average closing price of the Company's Common $10,000
Stock which equals or exceeds 25% over the Company's initial public
offering price per share of Common Stock at any time during
December 1998
(b) A 15-day trailing average closing price of the Company's Common $10,000
Stock which equals or exceeds 50% over the company's initial public
offering price per share of Common Stock at any time during
December 1998 (in addition to the amount payable under (a))
- The remaining half (1/2) of the bonus award will be based upon mutually $25,000
agreed upon objectives to be determined
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Maximum total bonus $50,000
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