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Exhibit 10.63
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of September 1, 1997 by and between GENE LOGIC INC., a Delaware corporation (the
"Company") and Xxxxxx X. Xxxxxxxxx, a California resident ("Xxxxxxxxx").
RECITAL:
The Company desires to secure the services of Xxxxxxxxx and Xxxxxxxxx
desires to perform such services for the Company on the terms and conditions as
set forth in this Agreement.
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 Xxxxxxxxx as Vice President, GENE LOGIC
Bioinformatics Systems and Xxxxxxxxx hereby accepts such employment and such
position. Xxxxxxxxx shall devote his full time, ability, attention, knowledge
and skill to performing all duties as Vice President, GENE LOGIC Bioinformatics
Systems, as lawfully assigned or delegated to him by the Senior Vice President
and Chief Scientific Officer of GENE LOGIC INC. Xxxxxxxxx will report to the
Senior Vice President and Chief Scientific Officer.
2. Base Salary. In consideration for Xxxxxxxxx'x services to the
Company during the term of his employment under this Agreement, Xxxxxxxxx shall
receive an annual base salary of no less than $150,000. The annual base salary
will be prorated for any partial year of employment on the basis of a 365-day
fiscal year. Base salary shall be paid in equal, bi-weekly 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. Upon commencement of the term of employment
engaged by this Agreement, the Company shall grant to Xxxxxxxxx incentive stock
options to purchase 120,000 shares of the Company's common stock at a purchase
price of $0.30 per share. These incentive stock options will be subject to
vesting at a rate of 1/48th each month for 48 months. An additional 20,000
shares of any unvested incentive stock options held by Xxxxxxxxx pursuant to
this Subsection 3 shall automatically become vested when a registration
statement for the sale of securities of the Company to the public becomes
effective or upon any merger of the Company or sale of the Company or all or
substantially all of its assets.
4. Additional Compensation and Benefits.
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4.1 Upfront Bonus. Upon the execution of this Agreement, the
Company shall pay to Xxxxxxxxx a cash bonus in the amount of $25,000.
4.2 Annual Performance Bonus. During each calendar year while
this Agreement remains in force, commencing September 1, 1998, Xxxxxxxxx shall
receive, in addition to the base salary specified in Section 2 above, a
performance bonus based upon achievement of goals mutually agreed by Xxxxxxxxx
and the Senior Vice President and Chief Scientific Officer of the Company. The
amount of such bonus for 1998 shall be $30,000 in cash; thereafter any annual
bonus shall be in such amount determined by the Company.
4.3 Medical Benefits, Vacation and Sick Leave. Xxxxxxxxx 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 no less than twenty
(20) days of paid vacation per year on the same basis as the Company's other
senior executives.
4.4 Pension Plan. Xxxxxxxxx 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. As a condition
of this Agreement, Xxxxxxxxx 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 a copy of which is attached as Exhibit
A.
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 September 1, 1997 and ending on August 31, 2001, 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 Xxxxxxxxx, if at any time, in the
reasonable opinion of the Company's Board of Directors, (a) Xxxxxxxxx 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 Xxxxxxxxx in the event of termination of
Xxxxxxxxx'x employment under this Subsection 7.1 shall be limited to the payment
of Xxxxxxxxx'x salary and benefits through the effective date of termination.
7.2 Without Cause. The Company may terminate this Agreement
without cause upon thirty (30) days' written notice to Xxxxxxxxx. Upon any
termination
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of this Agreement without cause by the Company, the Company shall pay to
Xxxxxxxxx as xxxxxxxxx pay in one lump sum an amount equal to three (3) months
of his then current salary in addition to such other compensation to which
Xxxxxxxxx may be entitled prior to the date of termination.
7.3 By Xxxxxxxxx. Xxxxxxxxx reserves the right to terminate
this employment hereunder for any reason upon thirty (30) days' written notice
to the Company. The Company's total liability to Xxxxxxxxx in the event of
termination of Xxxxxxxxx'x employment under this Subsection 7.3 shall be limited
to the payment of Xxxxxxxxx'x salary and benefits through the effective date of
termination and the provisions of Subsection 7.2 shall not apply.
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 including Exhibit A
constitutes the entire agreement between the Company and Xxxxxxxxx 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:
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To the Company: GENE LOGIC INC.
00000 Xxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
To Xxxxxxxxx: Xxxxxx Xxxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxx, 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.
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
By:/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxxx
Senior Vice President
and Chief Scientific Officer
