EXHIBIT 10.3
SENTIGEN HOLDING CORP.
000 XXXXXXXX XXXXXX
XXXXXXXXXXXX, XX 00000
July 19, 2004
Xx. Xxxx X. Xxxxx
Dear Xxxx:
This letter agreement will confirm the terms and conditions of our arrangement
wherein you are being retained by Sentigen Holding Corp. ("Sentigen") as a
consultant.
Duties. Sentigen hereby retains you as an independent contractor to
perform non-exclusive consulting services related to the business development
activities of Sentigen and its subsidiary, Sentigen Biosciences, Inc. ("Sentigen
Biosciences") and you hereby accept such retention. You shall report to Xxxxxx
X. Xxxxxx, Chief Executive Officer of Sentigen, and will perform such functions
as he may from time to time reasonably request. You will devote such time and
energy to Sentigen as is reasonably necessary to fulfill your obligations
hereunder.
Term. You will be retained for a period commencing on the date hereof
until such time as you or Sentigen give the other party thirty days written
notice of the termination of this agreement.
Compensation. As compensation for your consulting services hereunder, you
shall be paid a per diem rate of $800 per day for each full working day you
provide services hereunder. You will submit statements on a weekly basis
indicating the number of days worked during the prior week. You will be paid
biweekly.
Expenses. Sentigen agrees to reimburse you for any reasonable
out-of-pocket expenses (in accordance with normal Sentigen policy) incurred by
you in connection with the services rendered hereunder upon presentment of
vouchers for those expenses. Major travel and expense expenditures shall be
precleared by Sentigen and incurred in accordance with normal Sentigen travel
and expense policies.
Stock Options. Reference is made to the option to purchase 50,000 shares
of Common Stock of the Company at a price per share of $4.75 granted to you on
the 4th day of September, 2003 (the "Option") pursuant to the Company's
Performance Equity Plan (the "Plan"). For a term of thirteen months from the
date hereof, the Option shall be exercisable with respect to 10,000 shares of
Common Stock. Subject to your remaining in continuous service as a consultant to
the Company, the remaining portion of the Option shall become exercisable with
respect to an additional 833 shares of Common Stock on the first day of each
month commencing October 1, 2004, which remaining portion shall immediately
terminate and cease to be exercisable twelve months after the termination of
this agreement. You hereby acknowledge that the Option will no longer qualify as
an "incentive stock option" under Section 422 of the Internal Revenue Code of
1986, as amended. The Option shall continue to be subject to the terms and
conditions of the Plan and, except as modified herein, the terms and conditions
of that certain option agreement dated as of the 4th day of September, 2003
evidencing the Option (the "Option Agreement"). Without limiting the foregoing,
you hereby acknowledge that the provisions of Sections 2, 5 and 6 of the Option
Agreement shall cease to apply.
Health Insurance. You are eligible for continuation medical coverage
pursuant to COBRA. Upon electing such continuation coverage, Sentigen shall pay
the insurance premiums on your behalf for the earlier of the term of this
agreement or your obtaining alternative employment that provides medical
benefits to you.
Other Agreements. Reference is made to Sections 8, 9, 10 and 14 of your
Employment Agreement dated September 2, 2003 relating to Confidential
Information, Assignment of Inventions and Original Works, Non-Competition. and
Remedies. You agree that the provisions of such sections shall be incorporated
herein and shall survive the termination of your Employment Agreement except
that all references to your "employ" or
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"employment" with Sentigen or the "Employment Term" shall also relate to your
consultancy and the term of your consultancy, respectively, hereunder.
Governing Law. This Agreement shall be governed by the laws of New York
without regard to conflicts of laws.
Successors and Assigns, Amendments. This Agreement shall be binding on and
inure to the benefit of the parties hereto and their respective successors and
assigns. This Agreement may not be modified or amended except in writing signed
by the parties hereto.
Severability. If any provision of this Agreement for any reason shall be
held to be illegal, invalid or unenforceable, such provision shall not effect
any other provision of this Agreement, and this Agreement shall be construed as
if such illegal, invalid or unenforceable provision had never been included
herein. Please indicate your agreement with this letter agreement by signing
below.
Very truly yours,
SENTIGEN HOLDING CORP.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
Accepted and Agreed To:
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx
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