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Exhibit 10.20
[AMERSHAM PHARMACIA BIOTECH LOGO]
August 4, 2000
Xx. Xxxxxxx Xxxxxxxx
000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
APBiotech Inc. (the "Company") is pleased that you have agreed to fill the
position of acting global head of Business Development until a permanent
replacement is hired. We confirm our agreement as follows, effective August 1,
2000:
1. You will temporarily be employed as the Acting VP -- Global Business
Development ("Acting VP"). You will continue in that role until the
position is filled. When the position is filled, you will resume your
current responsibilities as VP -- Business Development, North America.
2. As Acting VP, you will report to the Chief Executive Officer of the
Company, Xxxxxx Xxxx.
3. While you are Acting VP, you will receive supplemental compensation of
$2000/month above your current salary of $13,813.80/month. Your
appointment as Acting VP will last a minimum of three (3) months. For
purposes of earning supplemental compensation, you will be deemed to
have worked a particular month if you remain in the position of Acting
VP until the fifteenth (15th) date of any month. The supplemental
compensation will be pension eligible in accordance with the Company's
pension plan but will not be factored in the determination of your
bonus. The Company at its sole discretion may grant you an additional
bonus.
4. You will continue receiving your current benefits in accordance with
Company policies. All payments contemplated by this letter will be
subject to applicable withholdings and shall be made in accordance
with the Company's standard payroll practices. You will participate in
the Company's bonus plan and will be eligible for annual merit
increases at the discretion of the Company.
5. The Company agrees that you will continue to be employed through
September 30, 2002. Notwithstanding the foregoing, the Company may
terminate your employment for cause, at any time, with no prior
notice. Cause shall include, without limitation, engaging in any acts
of negligence, misconduct, violation of Company rules, conduct which
is injurious to the Company or conduct which is in violation of the
directions of the Board of Directors or your superiors.
Amersham Pharmacia Biotech Inc. tel 000-000-0000
800 Centennial Avenue fax 000-000-0000
PO Box 1327
Piscataway
New Jersey web-site
08855-1327 xxxx://xxx.xxxxxxxxx.xxx
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[ AMERSHAM PHARMACIA BIOTECH LOGO ]
August 4, 2000
Page - 2 -
6. In the event that the Company terminates your employment for cause, or
in the event that your employment terminates as a result of your
resignation, death or disability prior to September 30, 2002, this
Agreement shall terminate and no salary or additional payment shall be
due for the period beyond the termination date.
7. All other policies and procedures of the Company will continue to
apply with respect to your employment with the Company.
8. In consideration of the above, you agree to the terms and conditions
in the attached Covenant Not to Compete.
Please sign and return to us one original of this letter and of the
Covenant Not to Compete to confirm your acceptance.
Sincerely,
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Vice President, Human Resources
Acknowledged and Agreed:
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
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COVENANT NOT TO COMPETE
THIS COVENANT NOT TO COMPETE (the "AGREEMENT") made as of the 4 day of
August 2000, by and between Amersham Pharmacia Biotech Inc., a Delaware
corporation with its principal place of business at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "EMPLOYER") and Xxxxxxx X. Xxxxxxxx, an
individual residing at 000 Xxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the
"EMPLOYEE").
WITNESSETH:
WHEREAS, the Employer and the Employee have entered into that certain letter
agreement of even date hereof (the "LETTER AGREEMENT"), whereby the Employee
has been appointed as the Acting VP-Global Business Development.
WHEREAS, in his capacities as Acting VP-Global Business Development and
VP-Business Development, North America, the Employee has and will receive
information about the Employer's operations, finances and strategies of a
highly confidential nature, which he has agreed to maintain confidential; and
WHEREAS, in consideration of the terms of the Letter Agreement, and in order
to protect the Employer's confidential information, its competitive position in
the marketplace, its ability to implement its strategies, its employee and
customer relations, and its goodwill, the Employee is wiling to covenant that
he will not compete with the Employer or solicit its employees or customers, on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the above premises and of the premises
contained herein, the Employer and the Employee agree as follows:
1. Definitions:
(a) COMPANY means the Employer and its affiliates and subsidiaries.
(b) PROHIBITED BUSINESS means all or any of the research, manufacture or
supply of life science products and services for the purpose of DNA sequencing
or drug development, including without limitation the research, manufacture or
sale of chromatography and electrophoresis systems for DNA synthesis.
(c) PROHIBITED COMPANY means companies engaged in or about to be engaged in
Prohibited Business.
(d) RESTRICTED PERIOD means the period of twelve (12) months commencing from
the Termination Date.
(e) TERMINATION DATE means the date on which the Employee's employment with
the Employer shall terminate irrespective of the cause or manner.
(f) TERRITORY means the United States of America, the European Union, Norway,
Switzerland, Australia, Japan and Russia.
2. Covenant Not to Compete
In consideration of the terms of the Letter Agreement and of the premises set
forth herein, the Employee hereby agrees that he will not, directly or
indirectly, during the Restricted Period and within the Territory:
(a) Be employed by, or provide consulting services to: (i) a Prohibited
Company; or (ii) any business that is otherwise in competition with the
Employer; provided that this restriction shall not extend to any employment the
performance of which could not involve the Employee in competition with the
Employer;
(b) Entice away or solicit any person who is employed or engaged by the
Employer either: (i) as a director or in a managerial, executive or senior
technical capacity; or (ii) who is in possession of confidential information
belonging to the Employer; and
(c) Entice away or solicit a customer of the Employer with whom the Employee
has had business dealings or personal contact during his employment with the
Employer.
3. Remedies
If the Employee shall breach, or threaten to commit a breach of any of the
covenants set forth in this Agreement, the Employer shall have the right, in
addition to, and not in lieu of, any other rights and remedies available to the
Employer under law or in equity, to:
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(a) have the covenants specifically enforced by any court, including,
without limitation, the right to seek entry against the Employee of restraining
orders and injunctions (preliminary, mandatory, temporary and permanent) against
violations, threatened or actual, and whether or not then continuing, of the
covenants, it being acknowledged and agreed that any such breach or threatened
breach will cause irreparable injury to the Employer and that money damages will
not provide an adequate remedy to the Employer; and
(b) cease making any payments then otherwise due to the Employee. The
parties hereby acknowledge and agree that any such payments are conditioned upon
the Employee's compliance with the terms of this Agreement.
4. Blue-Penciling
If any court determines that any of the covenants contained in this
Agreement, or any part thereof, are unenforceable because of the duration or
scope of such provision, the duration or scope of such provision, as the case
may be, shall be reduced so that such provision becomes enforceable and, in its
reduced form, such provision shall then be enforceable and shall be enforced.
5. Miscellaneous
(a) This Agreement supersedes all previous agreements between the Employee
and the Employer, or any affiliate or subsidiary of the Employer, in relation to
the matters addressed herein. This Agreement represents the entire understanding
between the parties hereto with respect to the subject matter hereof. The
Employee acknowledges and agrees that he has not entered into this Agreement in
reliance upon any representation, warranty or undertaking which is not set out
or referred to in this Agreement.
(b) The invalidity or unenforceability of any provisions of this Agreement
shall not affect the other provisions, and the Agreement shall be construed in
all respects as if such invalid or unenforceable provisions were omitted.
(c) Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and if delivered at the addresses first above stated
by: (a) personal delivery; (b) registered or certified mail, return receipt
requested; or (c) Federal Express or other similar nationally known overnight
delivery service.
(d) The rights and obligations of the Employee under this Agreement shall
inure to the benefit and shall be binding upon the successors and assigns of the
Employer, including any successors by merger, purchase or otherwise. The
Agreement may not be assigned by the Employee. Any attempted assignment in
breach of this provision shall be null and void.
(e) This Agreement shall be governed by the laws of the State of New
Jersey, except for its conflicts of law rules, and all disputes arising from or
relating to this Agreement shall be resolved in the state or federal courts
located in the State of New Jersey.
(f) This Agreement cannot be changed orally but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any such right,
power or privilege nor any single or partial exercise of any such right, power
or privilege, preclude any other or further exercise thereof or the exercise of
any such other right, power or privilege.
(g) The headings herein are for reference purposes only and shall not
affect in any way the meaning and interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
AMERSHAM PHARMACIA BIOTECH INC. XXXXXXX X. XXXXXXXX
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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(Signature) (Signature)
Name: Xxxxx X. Xxxxxxx
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(Please Print)
Title: Vice President, Human Resources
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