Exhibit 10.13
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of July 9, 1997, by and between GENE LOGIC INC., a Delaware
Corporation (the "Company"), and XXXXXXX X. XXXXXXX ("Executive").
WHEREAS, the Company and Executive previously entered into an Employment
Agreement dated December 1, 1995 (the "Employment Agreement") which, among other
things, provides for the automatic vesting of all outstanding options to
purchase the Company's Common Stock held by the Executive upon a change of
control of the Company (the "Vesting Provision") and that Executive may
participate in future equity securities offerings by the Company (the
"Participation Right") ; and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement to amend and restate the Vesting Provision and to terminate the
Participation Right upon an initial public offering of the Company's Common
Stock.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and agreements set forth below, hereby agree to amend the Employment
Agreement as follows:
1. Restatement of Vesting Provision. Section 3.2 of the Employment
Agreement shall be amended and restated to read in its entirety as follows:
"3.2 Incentive Stock Options. Upon the date of signing of this
Agreement, the Company shall xxxxx Xxxxxxx incentive stock options under
the Company's Incentive Stock Option Plan to purchase 40,000 shares of the
Company's common stock at a purchase price of $0.01 per share. The
incentive stock options shall become exercisable according to the
following schedule: twenty-five percent (25%) upon the date of signing of
this Agreement and thereafter at a rate of 1/36th each month for 36 months
upon the first anniversary of such date. The Company will grant further
incentive stock options to Xxxxxxx in each year during which this
Agreement remains in force, in numbers consistent with Xxxxxxx'x position
as President and CEO of the Company. In the event of: (i) a merger or
consolidation of the Company with another corporation, not including any
merger or consolidation if immediately thereafter the stockholders of the
Company immediately before such transaction own shares representing more
than 50% of the outstanding voting securities of the surviving
corporation, (ii) a sale of shares by the stockholders of the Company if
immediately thereafter the stockholders of the Company immediately before
such sale own shares representing less than 50% of the outstanding voting
securities of the surviving corporation, or (iii) a sale of all or
substantially all of the Company's assets, all
1.
options to purchase Common Stock of the Company held by Xxxxxxx that have
not previously vested under the terms of the applicable Option Agreements
shall vest immediately upon the closing of such transaction. In the event
of an underwritten initial public offering of the Company's Common Stock,
to the extent at least 80% of the aggregate of the shares subject to
outstanding options to purchase Common Stock of the Company held by
Xxxxxxx (other than any such options granted immediately prior to and in
contemplation of such initial public offering) have not previously vested
under the terms of the applicable Option Agreements, then the vesting of
such options shall be accelerated such that 80% of the shares subject to
each such option shall be vested as of the closing of such initial public
offering and the remaining 20% of the shares subject to each such option
shall vest 180 days from the closing of such initial public offering. If,
in the event of an underwritten initial public offering of the Company's
Common Stock, 80% or more of the aggregate of the shares subject to
outstanding options to purchase Common Stock of the Company held by
Xxxxxxx (other than any such options granted immediately prior to and in
contemplation of such initial public offering) have previously vested,
then any remaining unvested shares subject to such options shall vest 180
days from the closing of such initial public offering.
2. Termination Of Participation Right Upon Initial Public Offering. The
following shall be added at the end of Section 3.4 of the Employment Agreement
to amend such section:
"Notwithstanding anything to the contrary herein, Xxxxxxx'x right to
invest in any future offerings of the Company hereunder shall terminate
automatically upon the closing of the Company's initial public offering of
its securities to the public."
3. Effective Date. This Amendment shall be effective as of the date of the
Employment Agreement. Except as amended herein, or as otherwise agreed to in
writing by the Company and Executive, all terms of the Employment Agreement
shall remain in full force and effect.
2.
IN WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written.
THE COMPANY: EXECUTIVE:
GENE LOGIC INC.
a Delaware Corporation
By: /s/ Xxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
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Title: Vice President,
Corporate Development and
CFO
3.
