EXHIBIT 10.19
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into this 7th day of April, 1998, by and
between Immucor, Inc., a Georgia corporation with its executive offices at
0000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 (herein referred to as
("Employer"), and Xxxxxx X. Xxxxxx, residing at 0000 Xxxxxxxxx Xxxxxxx,
Xxxxxxxxxxx, Xxxxxxx 00000 (herein referred to as "Employee").
WITNESSETH
WHEREAS, the parties hereto desire to enter into an agreement for Employer's
employment of Employee on the terms and conditions hereinafter states.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereby agree as follows:
1. Relationship Established
Employer hereby employs Employee as Vice President and Chief Financial
Officer of Employer to perform the services and duties normally and
customarily associated with Employee's position, such duties as specified
in the Employer's bylaws, and such other duties as may from time to time
be specified by the Employer's Board of Directors. Employee will be
retained in this position during the term of his employment under this
Employment Agreement, and hereby agrees to perform such services and
duties in this capacity.
2. Extent of Services
Employee shall devote substantially all his business time, attention skill
and efforts to the performance of his duties hereunder, and shall use his
best efforts to promote the success of the Employer's business.
3. Term of Employment
Employee's employment hereunder shall commence on April 20, 1998
(hereinafter called the "Effective Date," and shall continue for a period
of eighteen (18) months, unless sooner terminated by the first to occur of
the following:
(a) The death or complete disability of Employee. "Complete disability",
as used herein, shall mean the inability of Employee, due to illness,
accident or any other physical or mental incapacity, to perform the
services provided for hereunder for an aggregate of 12 months during the
term hereof.
(b) The discharge of Employee by Employer for Cause. Employee's discharge
shall be "with cause" if due to any of the following:
(i) Employee's dishonesty,
(ii) An act of defalcation committed by Employee,
(iii) Employee's continuing inability or refusal to perform reasonable duties
assigned to him hereunder (unless such refusal occurs following the
occurrence of an event described in paragraph 7 hereof) or
(iv) Employee's moral turpitude.
Disability because of illness or accident or any other physical or mental
disability shall not constitute a basis for discharge for Cause.
(c) The discharge of Employee by Employer without Cause (which shall be
deemed to have occurred if Employee's employment hereunder terminates under
paragraph 7 hereof).
(d) At Employee's request and with the express prior written consent of
Employer.
(e) At Employee's election upon 120 days notice (or such lesser notice as
Employer may accept), without the express prior written consent of Employer.
(f) At the end of the term of the Agreement, or any extension thereof, if
the either the Employer or Employee gives 60 days notice to the other of
non-renewal of the Agreement.
If not sooner terminated under the provisions of paragraphs 3(a) through
3(f) above, the term of Employee's employment hereunder shall automatically
renew for an additional periods of eighteen (18) months.
4. Compensation
(a) Subject to the provisions of subparagraph (e) of this paragraph 4,
Employer will pay to Employee as base compensation for the services to be
performed by him hereunder the base compensation specified on Schedule A
attached hereto. Schedule A may be amended from time to time upon the
parties' revision and reexecution thereof, whereupon the amended Schedule A
shall be attached hereto; provided, however, the amended Schedule A shall
be effective upon such reexecution, whether or not it is attached hereto.
(b) The Employee may be entitled to additional bonus compensation as may be
determined by the Board of Directors of Employer from time to time, any such
determination to be final, binding, conclusive on Employee and all other
persons.
(c) The Employee shall be granted options to acquire 30,000 shares of the
common stock of Employer, at an exercise price of the market price on the
date of execution of the Employment Agreement pursuant to Employer's 1995
Stock Option Plan (the "Plan"). Such options shall vest, if at all, in
accordance with following schedule, and shall otherwise be subject to the
terms and conditions of a stock option agreement and the Plan, as the Board
of Directors of Employer determines:
# of Shares Vesting Date
15,000 April 20, 2000
7,500 April 20, 2001
7,500 Xxxxx 00, 0000
(x) In the event Employee's employment shall terminate under paragraph 3(c)
hereof, the Employee shall be paid an amount equal to one and a half times
the annual base compensation payable to Employee under Schedule A in
accordance with the payment schedule set forth on Schedule A, to be paid
over the 18 month period following termination; provided, however, that if
at any time during such 18-month period Employee fails to perform fully
paragraph 8 hereof, Employee shall immediately forfeit and refund to
Employer any portion of such compensation payable to Employee hereunder for
that portion of the period beginning upon the failure to perform fully
paragraph 8 and ending upon the end of the eighteen month period.
(e) In the event Employee's employment shall terminate under Section 3(a),
3(b), 3(d), 3(e) or 3(f) hereof, all of Employer's obligations to Employee
hereunder will cease automatically and Employee shall only be entitled to
compensation accrued through the date of termination.
5. Expenses
Employee shall be entitled to receive reimbursement for, or payment directly
by the Employer of, all reasonable expenses incurred by Employee at the
request of the Employer in the performance of his duties under this
Agreement, provided that Employee accounts therefor in writing and that
such expenses are ordinary and necessary business expenses of the Employer
within the meaning of Section 162 of the Internal Revenue Code of 1986 as
amended.
6. Insurance and Other Fringe Benefits
Upon completion of 90 days employment hereunder, Employer will provide
Employee with (a) life insurance, health insurance, dental insurance
long-term disability insurance, paid vacations and other fringe benefits in
the form and in dollar amounts substantially equivalent to the benefits
provided to the Employer's other officers, and (b) $2,500 annually for
additional life insurance premiums. Employee shall be eligible to
participate in Employer's 401(k) Plan beginning on the first day of the
quarter following completion of one (1) year of employment hereunder
(April 1, 1998 begins a new quarter). In addition, for the 90-day period
before Employee begins receiving insurance and benefits hereunder, Employer
shall pay Employee's COBRA costs in the amount agreed upon before Employee's
employment begins hereunder.
7. Termination of Employment Upon Sale or Change of Control of Employer's
Business
Notwithstanding anything to the contrary contained in this Agreement, either
Employer or Employee may terminate Employee's employment hereunder if any of
the following events occur:
(a) Sale of Employer's Assets. The sale of all or substantially all of
Employer's assets to a single purchaser or group of associated purchasers,
whether in a single transaction or a series of related transactions.
(b) Sale of Employer's Shares. The sale, exchange, or other disposition, in
one transaction, or in a series of related transactions, of twenty percent
(20%) or more of Employer's outstanding shares of capital stock.
(c) Merger or Consolidation. The merger or consolidation of Employer in a
transaction or series of transactions in which Employer's shareholders
receive or retain less than fifty percent (50%) of the outstanding voting
shares of the new or surviving corporation.
(d) Other Changes in Control. The occurrence of any change in control of
the Employer within the meaning of federal securities law.
A termination under this paragraph 7 shall be deemed to be a termination
under paragraph 3 (c) hereof for all purposes hereunder.
8. Prohibited Practices
During the term of Employee's employment hereunder, for a period of three
years after such employment is terminated for any reason, and for any
additional period that Employer compensates Employee under paragraph 4(b),
in consideration of the compensation being paid to Employee hereunder,
Employee will not, except with prior written consent of Employer, or except
in direct performance of Employee's duties hereunder:
(a) furnish anyone with the name of, or any list or lists of customers of
Employer or utilize such lists of information himself.
(b) furnish, use, or divulge to anyone any information acquired by him from
Employer relating to Employer's methods of doing business, price structures,
systems of operation, "know-how", designs, forms or any other confidential
information.
(c) contract directly or indirectly any customer of Employer whose name was
divulged to him by Employer.
(d) hire for any other Employer any employee of Employer or directly or
indirectly cause any such employee to leave his or her employment in order
to work for another.
(e) serve as principal, partner, officer or director of any business
competitive with the business of Employer.
(f) serve as an employee, consultant or contractor of any business
competitive with the business of Employer, unless such service involves
activities that are substantially unlike and unrelated to any of the
activities conducted by Employee during the term of his employment with
Employer.
9. Waiver of Provisions
Failure of either party to insist, in one or more instances, on performance
by the other in strict accordance with the terms and conditions of this
Agreement shall not be deemed a waiver or relinquishment of any right
granted hereunder or of the future performance of any such term or condition
or of any other term of condition of this Agreement, unless such waiver's
contained in a writing signed by the party against whom the waiver or
relinquishment is sought to be enforced.
10. Notices
Any notice or other communication to a party required or permitted hereunder
shall be in a writing and shall be deemed sufficiently given when received
by the party (regardless of the method of delivery), or if sent by
registered or certified mail, postage and fees prepaid, addressed to the
party as follows, on the third business day after mailing:
(a) If to Employer: 0000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
(b) If to Employee: 0000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxx , XX 00000
or in each case to such other address as the party may time to time
designate in writing to the other party.
10. Governing Law
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Georgia.
11. Modification and Amendment
This Agreement contains the sole and entire agreement between the parties
and supersedes all prior discussions and agreements between the parties with
respect to the matters addressed herein, and any such prior agreement shall,
from and after the date hereof, be null and void. This Agreement and the
attached Schedules shall not be modified or amended except by an instrument
in writing signed by the parties hereto.
12. Parties Benefited
This Agreement shall insure to the benefit of, and be binding upon,
Employee, his heirs, executors and administrators, and Employer, its
subsidiaries, affiliates, and successors.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first mentioned above.
IMMUCOR, INC. EMPLOYEE
By: By:
Xxxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxx
SCHEDULE A
EMPLOYMENT AGREEMENT DATED _________________, 1998 BY AND BETWEEN
IMMUCOR, INC. AND XXXXXX X. XXXXXX
Base compensation: $170,000.00 a year payable in 26 installments every two
weeks.
Immucor, Inc. Employee
By: By:
Xxxxxx X. Xxxxxx, President Xxxxxx X. Xxxxxx
Date: Date:
(This Schedule A supersedes and replaces any Schedule A previously executed
by the parties hereto.)
