November 3, 2009 George Cardoza Dear George,
Exhibit
10.41
November
3, 0000
Xxxxxx
Xxxxxxx
Xxxx
Xxxxxx,
Xx behalf
of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure
to extend this offer of employment for the Chief Financial Officer position to
you. If the following terms are satisfactory, please countersign this
letter (the “Agreement”) and return a copy to me at your earliest
convenience.
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Position:
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Chief
Financial Officer.
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Duties:
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As
Chief Financial Officer, you will report to the Chief Executive Officer of
the Company or such other person as may be appointed by the CEO and you
will be responsible for the administrative, financial, and risk management
operations of the company, to include the development of a financial
strategy, metrics tied to that strategy, and the ongoing development and
monitoring of control systems designed to preserve company assets and
report accurate financial results in addition to other duties as may be
assigned to you by the CEO of the Company or the Board’s designee in the
absence of the CEO.
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Start
Date:
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On
or before December 1, 2009.
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Base
Salary:
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$190,000/year,
payable bi-weekly. The parties agree that this salary is for a
full-time position. Thereafter, increases in base salary may occur
annually at the discretion of the CEO of the Company with the approval of
the Compensation Committee of the Board of
Directors.
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Relocation:
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You
will be eligible for relocation assistance should you agree to establish a
residence in the greater Fort Xxxxx area no later than December 1,
2010. Please refer to the terms in the attached Relocation
Agreement.
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Bonus:
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Beginning
with the fiscal year ending December 31, 2010, you will be eligible to
receive an incentive bonus payment which will be targeted at 30% of your
Base Salary based on 100% achievement of goals as agreed upon between you
and the CEO of the Company and approved by the Board of Directors for such
fiscal year.
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NeoGenomics Laboratories Florida
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NeoGenomics Laboratories California
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00000 Xxxxxxxxxxxx Xxxxx, Xxxxx 0 • Xxxx Xxxxx, XX 00000
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6 Xxxxxx, Suite 150 • Xxxxxx, XX 00000
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Telephone: (000) 000-0000 • Fax: (000) 000-0000
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NeoGenomics Laboratories Tennessee
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xxx.xxxxxxxxxxx.xxx
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000 Xxxxxxxxx Xxxx Xxxxx Xxxx 00 • Xxxxxxxxx, XX 00000
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Benefits:
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You
will be entitled to participate in all medical and other benefits that the
Company has established for its employees in accordance with the Company’s
policy for such benefits at any given time. Other benefits may
include but not be limited to: short term and long term disability,
dental, a 401K plan, a section 125 plan and an employee stock purchase
plan.
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Paid Time
Off:
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You
will be eligible for 4 weeks of paid time off (PTO)/year (160 hours),
which will accrue on a pro-rata basis beginning from your hire date and be
may carried over from year to year. It is company policy that
when your accrued PTO balance reaches 160 hours, you will cease accruing
PTO until your accrued PTO balance is 120 hours or less – at which point
you will again accrue PTO until you reach 160 hours. You are eligible to
use PTO after completing 3 months of employment. In
addition to paid time off, there are also 6 paid national holidays and 1
“floater” day available to you.
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Stock
Options:
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You
will be granted stock options to purchase up to 150,000 shares of the
common stock of the Company’s publicly-traded holding company,
NeoGenomics, Inc., a Nevada corporation, at an exercise price equivalent
to the closing price per share at which such stock was quoted on the
NASDAQ Bulletin Board on the day prior to your Start
Date. The grant of such options will be made
pursuant to the Company’s stock option plan then in effect and will be
evidenced by a separate Option Agreement, which the Company will execute
with you within 60 days of receiving a copy of the Company’s
Confidentiality, Non-Competition and Non-Solicitation Agreement which has
been executed by you. So long as you remained employed by the
Company, such options will have a five-year term from the grant date and
will vest according to the following
schedule:
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Time-Based
Vesting
37,500 at
your first year anniversary
37,500 at
your second year anniversary
37,500 at
your third year anniversary
37,500 at
your fourth year anniversary
If for
any reason you resign prior to the time which is 12 months from your Start Date,
you will forgo all such options. Furthermore, you understand that the Company’s
stock option plan requires that any employee who leaves the employment of the
Company will have no more than three (3) months from their termination date to
exercise any vested options.
The
Company agrees that it will grant to you the maximum number of Incentive Stock
Options (“ISO’s”) available under current IRS guidelines and that the remainder,
if any, will be in the form of non-qualified stock options.
2
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Termination
Without
Cause:
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If
the Company terminates you without “Cause” for any reason during the Term
or any extension thereof, then the Company agrees that as severance it
will continue to pay you your Base Salary and maintain your employee
benefits for a period that is equal to six (6) months of your employment
by the Company, beginning on the date of your termination
notice.
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For
the purposes of this letter agreement, the Company shall have “Cause” to
terminate your employment hereunder upon: (i) failure to
materially perform
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and
discharge your duties and responsibilities under this Agreement (other
than any such failure resulting from incapacity due to illness) after
receiving written notice and allowing you ten (10) business days to cure
such failures, if so curable, provided, however, that after one such
notice has been given to you, the Company is no longer required to provide
time to cure subsequent failures under this provision, or (ii) any breach
by you of the provisions of this Agreement; or (iii) misconduct which, in
the opinion and sole discretion of the Company, is injurious to the
Company; or (iv) any felony conviction involving the personal dishonesty
or moral turpitude, or (v) engagement in illegal drug use or alcohol abuse
which prevents you from performing your duties in any manner, or (vi) any
material misappropriation, embezzlement or conversion of the Company’s or
any of its subsidiary’s or affiliate’s property or business opportunities
by you; or (vii) willful misconduct by you in respect of your duties or
obligations under this Agreement and/or the Confidentiality,
Non-Solicitation, and Non-competition
Agreement.
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You
acknowledge and agree that any and all payments to which you are entitled
under this Section are conditioned upon and subject to your execution of a
general waiver and release, in such reasonable form as counsel for each of
the Company and you shall agree upon, of all claims you have or may have
against the Company.
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Confidentiality,
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Non-Compete,
&
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Work
+Products:
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You
agree that prior to your Start Date, you will execute the Company’s
Confidentiality, Non-Competition and Non-Solicitation Agreement attached
to this letter as Exhibit 1. You understand that if you should
fail to execute such Confidentiality, Non-Competition and Non-Solicitation
Agreement in the agreed-upon
form, it will be grounds for revoking this offer and not hiring
you. You understand and acknowledge that this Agreement shall
be read in pari
materia with the Confidentiality, Non-Competition and
Non-Solicitation Agreement and is part of this
Agreement.
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Executive’s
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Representations:
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You
understand and acknowledge that this position is an officer level position
within NeoGenomics. You represent and warrant, to the best of
your knowledge, that nothing in your past legal and/or work experiences,
which if became broadly known in the marketplace, would impair your
ability to serve as an officer of a public company or materially damage
your credibility with public shareholders. You further
represent and warrant, to the best of your knowledge, that, prior to
accepting this offer of employment, you have disclosed all material
information about your past legal and work experiences that would be
required to be disclosed on a Directors’ and Officers’ questionnaire for
the purpose of determining what disclosures, if any, will need to be made
with the SEC. Prior to the Company’s next public filing, you
also agree to fill out a Director’s and Officer’s questionnaire in form
and substance satisfactory to the Company’s counsel. You
further represent and warrant, to the best of your knowledge, that you are
currently not obligated under any form of non-competition or
non-solicitation agreement which would preclude you from serving in the
position indicated above for NeoGenomics or soliciting business
relationships for any laboratory services from any potential customers in
the United States.
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3
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Miscellaneous:
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(i)
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This
Agreement supersedes all prior agreements and understandings
between the parties and may not be modified or terminated
orally. No modification or attempted waiver will be valid
unless in writing and signed by the party against whom the same is sought
to be enforced.
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(ii)
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The
provisions of this Agreement are separate and severable, and if any of
themis declared invalid and/or unenforceable by a court of competent
jurisdiction oran arbitrator, the remaining provisions shall not be
affected.
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(iii)
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This
Agreement is the joint product of the Company and you and each
provisionhereof has been subject to the mutual consultation, negotiation
and agreement ofthe Company and you and shall not be construed for or
against either partyhereto.
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(iv)
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This
Agreement will be governed by, and construed in accordance with
theprovisions of the law of the State of Florida, without reference to
provisions thatrefer a matter to the law of any other
jurisdiction. Each party hereto herebyirrevocably submits
itself to the exclusive personal jurisdiction of the federal and state
courts sitting in Florida; accordingly, any matters involving the Company
and the Executive with respect to this Agreement may be adjudicated only
in a federal or state court sitting in Xxx County,
Florida.
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(v)
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This
Agreement may be signed in counterparts, and by fax, each of which shall
be an original, with the same effect as if the signatures thereto and
hereto were upon the same
instrument
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(vi)
Within
three days of your start date, you will need to provide
documentation verifying your legal right to work in the United
States. Please understand that this offer of employment is contingent
upon your ability to comply with the employment verification requirements under
federal laws and that we cannot begin payroll until this requirement has been
meet.(vii) Employment with NeoGenomics is an “at-will” relationship and not
guaranteed for any term. You or the Company may terminate employment
at anytime for any reason.
(Signatures
Appear on the Next Page)
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Xxxxxx, I
know that with your help we can build a world-class team to help drive this
company. Welcome aboard!
Sincerely,
Xxxxxxx
X. XxxXxxx
Executive
Chairman and CEO
Agreed
and Accepted:
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Date
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