EMPLOYMENT AGREEMENT
DATE: October 1, 1999
PARTIES: Techne Corporation, a
Minnesota Corporation
000 XxXxxxxx Xxxxx X.X.
Xxxxxxxxxxx, Xxxxxxxxx 00000
Xxxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000
AGREEMENTS:
ARTICLE 1.
TERM OF EMPLOYMENT: DUTIES AND SUPERVISION
1.1) Parties. The parties to this agreement are Xxxxxxx X. Xxxxxx
("Employee") and Techne Corporation ("Techne"). As used herein, "Company"
refers to Techne Corporation and its subsidiaries including Research and
Diagnostic Systems, Inc. ("R&D"), unless specifically provided otherwise. All
of the rights and obligations created by this Agreement may be performed by or
enforced by or against the Company or R&D or other appropriate subsidiary.
1.2) Term of Employment. The Company hereby employs Employee as Vice
President and General Counsel of the Company and of R&D for the term beginning
October 1, 1999 and continuing through September 30, 2002 unless employment
terminates earlier as provided in Article 5 hereof.
1.3) Duties and Supervision. During the term of this Agreement,
Employee agrees to devote his full time and best efforts to the business and
affairs of the Company, and to perform such services and duties Employee may
from time to time be assigned by the Company, and specifically its President.
It is intended that immediately following the next annual meeting of
shareholders of Techne, Employee shall be elected a director of Techne by its
Board of Directors.
ARTICLE 2.
COMPENSATION
2.1) Salary. During the balance of the Company's fiscal year 2000,
i.e., October 1, 1999 through June 30, 2000, the Company shall pay to Employee
as base compensation for services to be rendered hereunder compensated at an
annual rate of $175,000, to be paid semi-monthly or in accordance with the
usual payroll practices of the Company. Each subsequent fiscal year during the
term of Employee's employment by the Company, under this Agreement, Employee's
salary shall be reviewed but not reduced by the President and the Compensation
Committee of the Board of Directors of the Company.
2.2) Management Incentive Bonus Plan. During each year of the term
of Employee's employment, Employee shall be eligible to earn a bonus equal to
40%, as herein defined, of his base compensation. The performance standards for
earning such bonus shall be established annually by the President and
Compensation Committee of the Board of Directors of the Company but the
eligibility for a 40% bonus shall not be amended during the term of this
Agreement except with the consent of Employee. At least one-half of such bonus
shall be paid in the form of stock options with an aggregate exercise price
equal to such one-half of the bonus amount. Such options are to be granted on
July 1 immediately after the close of the fiscal year and the exercise price is
to be based on the market price of the Company's Common Stock at the close of
the fiscal year. The other one-half of any bonus earned may be taken, at the
election of the Employee, either in cash or in additional stock options with an
exercise price equal to 170% of such one-half of the bonus amount. Bonuses
shall be based on the Company's fiscal year and shall be pro rated for any year
in which the Employee is employed only part of the fiscal year.
2.3) Other Employee Compensation and Benefits. In addition to the
compensation and benefits provided to Employee in Sections 2.1 and 2.2 hereof,
Employee shall be entitled to participate in other employee compensation and
benefit plans from time to time established by the Company and made available
generally to all employees. Employee shall participate in such compensation
and benefit plans on an appropriate and comparable basis determined by the
Board of Directors by reference to all other employees eligible for
participation. With regard to all insured benefits to be provided to Employee,
benefits shall be subject to due application by Employee, the Company has no
obligation to pay insured benefits directly and such benefits are payable to
Employee only by the insurers in accordance with their policies. Employee
shall not be reimbursed for unused personal days or sick days. In determining
Employee's eligibility for participation in Employee compensation and benefits
plans, Employee shall be given credit for, i.e., considered to have been
employed by the Company for, the period during which he has served as legal
counsel to the Company unless such prior service credit is prohibited by law as
to a particular benefit, in which case he shall be paid the equivalent of the
benefit as additional cash compensation. Xxx will be granted 3wks. Vacation
initially & 4 weeks after 5 yrs. of service.
ARTICLE 3.
PAYMENT OF CERTAIN EXPENSES
3.1) Business Expenses. In order to enable Employee to better
perform the services required of him hereunder, the Company shall pay or
reimburse Employee for business expenses in accordance with policies to be
determined from time to time by the Board of Directors. Employee agrees to
submit documentation of such expenses as may be reasonably required by Company.
Eligible business expenses shall include annual attorney registration fees and
reasonable expenses of earning credits to meet continuing legal education
requirements.
ARTICLE 4.
INVENTIONS, PROPRIETARY INFORMATION AND COMPETITION
4.1) Prior Agreement. Neither the execution of this Agreement nor
any provision in it shall be interpreted as rescinding or revoking the Employee
Agreement With Respect To Inventions, Proprietary Information, and Unfair
Competition previously entered into between the Company and Employee as of
October 1, 1999 (the "Prior Agreement"). The Company and Employee hereby agree
that the terms of such Prior Agreement shall apply to all businesses of the
Company, including not only business conducted by the Company but also to
business conducted through Techne or any subsidiary or venture of Techne now
existing or hereafter created. The termination of this Employment Agreement
shall not terminate Employee's obligations under the Prior Agreement.
ARTICLE 5.
TERMINATION
5.1) Events of Termination. Employee's employment shall terminate as
follows:
(A) By mutual written agreement of the parties.
(B) Upon death of Employee.
(C) Employee may terminate his employment at any time upon
written notice provided to the Board of Directors at least 90 days prior to the
effective date of termination.
(D) The Company may terminate Employee's employment as
follows:
(i) In the event of the merger, sale of the business, or
change in control of the Company, provided that the salary and bonus
continuation provisions of Article 6.1 of this Agreement are met.
(ii) By written notice to Employee, the Company may terminate
Employee's employment immediately with cause. For purposes of this
Agreement, "cause" shall mean material dishonesty or gross
misconduct on the part of Employee in the performance of Employee's
duties hereunder, serious breach of Company policies or failure on
the part of Employee to perform material duties assigned to Employee
by the Company's President or Board of Directors.
(iii) Upon the occurrence of physical or mental disability of
Employee to such an extent that Employee is unable to carry on
essential functions of Employee's position, with or without
reasonable accommodation, and such inability continues for a period
of three months.
5.2) Records and Files. In the event of termination of employment of
Employee hereunder, possession of each corporate file and record shall be
retained by the Company, and Employee or his heirs, assigns and legal
representatives shall have no right whatsoever in any such material,
information or property.
ARTICLE 6.
TERMINATION BENEFITS
6.1) Termination Benefits. In the event Employee's employment by the
Company is terminated, voluntarily or involuntarily by the Company, an acquirer
or Employee, in connection with a merger, sale or "change in control" of the
Company or Techne, Employee shall be paid at the time of such termination an
amount equal to eighteen months compensation, including salary, benefits and
bonus based on the assumption that all performance criteria would have been met
had employment continued. For purposes of this Section 6.1, "change in
control" means the acquisition in one or more transactions by a single party,
or any number of parties acting in concert, of a majority of the outstanding
shares of voting stock of the Company or substantially all of the assets of the
Company.
ARTICLE 7.
MODIFICATIONS
7.1) Modifications. Except as provided in Section 4.1 above, this
Agreement supersedes all prior agreements and understandings between the parties
relating to the employment of Employee by the Company and it may not be changed
or terminated orally. No modification, termination, or attempted waiver of any
of the provisions of this Agreement shall be valid unless in writing signed by
the party against whom the same is sought to be enforced.
ARTICLE 8.
GOVERNING LAW AND SEVERABILITY
8.1) Governing Law. The validity, enforceability, construction and
interpretation of this Agreement shall be governed by the laws of the State of
Minnesota.
8.2) Severability. If any term of this Agreement is deemed
unenforceable, void, voidable, or illegal, such unenforceable, void, voidable
or illegal term shall be deemed severable from all other terms of this Agreement
which shall continue in full force and effect and the Company and Employee
expressly acknowledge that a court of competent jurisdiction may, at Company's
request, modify and thereafter enforce any of the terms, conditions, and
covenants contained in this Agreement.
ARTICLE 9.
BINDING EFFECT
9.1) Binding Effect. The breach by the Company of any other
agreement or instrument between the Company and Employee shall not excuse or
waive Employee's performance under, or compliance with, this Agreement. This
Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns, and Employee, his heirs, assigns, and legal
representatives. The rights of Employee hereunder are personal and may not be
assigned or transferred except as may be agreed to in writing by the Company.
ARTICLE 10.
ARBITRATION
10.1) Arbitration. Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of any
such controversy. If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator shall be a retired state or federal judge or an
attorney who has practiced securities or business litigation for at least 10
years. If the parties cannot agree on an arbitrator within 20 days, any party
may request that the chief judge of the District Court for Hennepin County,
Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the
provisions of this Agreement, and the commercial arbitration rules of the
American Arbitration Association, unless such rules are inconsistent with the
provisions of this Agreement, but without submission of the dispute to such
Association. Limited civil discovery shall be permitted for the production of
documents and taking of depositions. Unresolved discovery disputes may be
brought to the attention of the arbitrator who may dispose of such dispute. The
arbitrator shall have the authority to award any remedy or relief that a court
of this state could order or grant; provided, however, that punitive or
exemplary damages shall not be awarded. The arbitrator may award to the
prevailing party, if any, as determined by the arbitrator, all of its costs and
fees, including the arbitrator's fees, administrative fees, travel expenses,
out-of-pocket expenses and reasonable attorneys' fees. Unless otherwise agreed
by the parties, the place of any arbitration proceedings shall be Hennepin
County, Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
it to be dated as of the day and year first above written.
TECHNE CORPORATION
By: /S/ Xxxxxx X. Xxxxx
-------------------------
Its President
"Company"
/S/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
"Employee"
