Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into as of May 16, 1996 by and between GENE LOGIC INC., a Delaware
corporation (the "Company") and XXXX X. XXXXXXX, a Texas resident ("Xxxxxxx").
RECITALS:
The Company desires to secure the services of Xxxxxxx and Xxxxxxx
desires to perform such services for the Company on the terms and conditions
as set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises and the
mutual promises and conditions contained in this Agreement, the parties
hereto hereby agree as follows:
1. Employment and Duties. Subject to the terms and conditions of
this Agreement, the Company shall employ Xxxxxxx as Senior Vice President,
Corporate Development and Chief Financial Officer of the Company and Xxxxxxx
hereby accepts such employment and such positions. Xxxxxxx shall devote his
full time, ability, attention, knowledge and skill to performing all duties
as Senior Vice President, Corporate Development and Chief Financial Officer
of the Company as lawfully assigned or delegated to him by the Chief
Executive Officer of the Company.
2. Base Salary. In consideration for Xxxxxxx'x services to the
Company during the term of his employment under this Agreement, Xxxxxxx shall
receive an annual base salary of $170,000 during 1996, and thereafter in such
amounts as may be mutually agreed by the Company and Xxxxxxx, but not less
than $170,000. Base salary shall be paid in equal, bi-weekly installments
from which the Company shall withhold and deduct all applicable federal and
state income, social security, disability and other taxes as required by
applicable laws.
3. Incentive Stock. In addition to the salary specified above, the
Company shall provide Xxxxxxx with stock incentives as follows:
3.1 Founders' Stock. On or before June 30, 1996, the
Company shall sell to Xxxxxxx and Xxxxxxx shall purchase 75,000 shares of the
Company's common stock at a purchase price of $0.15 per share. Unrestricted
ownership of such shares shall vest through a declining buy-back right of the
Company 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 beginning upon the first anniversary of such date. Any
unvested stock shall automatically become fully vested upon the date upon
which a registration statement for the sale of securities of the Company to
the public becomes effective, or upon any merger of the Company or sale of
the Company or all or substantially all of its assets.
3.2 Incentive Stock Options. The Company will grant
incentive stock options to Xxxxxxx in each year during which this Agreement
remains in force, in numbers consistent with Xxxxxxx'x position as Senior
Vice President, Corporate Development and Chief Financial Officer of the
Company. Such incentive stock options shall become exercisable according to
the schedule established by the Board of Directors for the Company's
Incentive Stock Option Plan. Any unexercisable options held by Gessler
pursuant to this Subsection 3.2 shall automatically become exercisable upon
the date upon which a registration statement for the
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sale of securities of the Company to the public becomes effective, or upon
any merger of the Company or sale of the Company or all or substantially all
of its assets.
3.3 Effect of Termination by Xxxxxxx. In the event
Xxxxxxx terminates this Agreement prior to its first anniversary, all vested
stock shall become unvested and the Company shall have the right to
repurchase any shares of the Company's stock acquired by Xxxxxxx under either
Subsection 3.1 or 3.2 above, such repurchase to occur at a purchase price
equal to Xxxxxxx'x original purchase price for such shares.
4. Additional Compensation and Benefits.
4.1 Signing Bonus. Upon the execution of this
Agreement, the Company shall pay to Xxxxxxx a cash signing bonus in the
amount of $20,000.
4.2 Annual Performance Bonus. During each calendar
year while this Agreement remains in force, commencing with 1996, Xxxxxxx
shall receive, in addition to the base salary specified in Section 2 above, a
performance bonus based upon achievement of goals mutually agreed by Xxxxxxx
and the Chief Executive Officer of the Company. The amount of such bonus for
1996 shall be $20,000 in cash and, in addition, the Company shall, prior to
the end of 1996, grant to Xxxxxxx incentive stock options under the Company's
Incentive Stock Option Plan to purchase an additional 25,000 shares of the
Company's common stock at a purchase price per share equal to then fair
market value, such options to become exercisable according to the same
schedule as described under Subsection 3.1 above. Thereafter any annual cash
bonus shall be in such amount as may be mutually agreed by the Company and
Xxxxxxx, but not less than $20,000.
4.3 Relocation Expenses and Allowances. The Company
shall reimburse Xxxxxxx on a tax grossed-up basis for all reasonable moving
expenses, temporary accommodation and house-hunting expenses and other costs
related to his relocation to the vicinity of the Company's headquarters,
including seller's closing costs on the sale of Xxxxxxx'x existing house and
purchaser's closing costs on the purchase of a new home of similar value,
including up to three (3) points on the new mortgage for such purchase. In
connection with his relocation, the Company shall extend to Xxxxxxx a demand
loan in the capital amount of $50,000 (fifty thousand dollars); interest on
such loan, as imputed by the Internal Revenue Service, shall be capitalized
on a semi-annual basis. The capital amount and accumulated interest shall be
secured by Xxxxxxx'x stock and stock options in the Company. The Company
agrees that the loan balance (the capital amount plus any accumulated
interest thereon) will be forgiven on the date (i) upon which a registration
statement for the sale of securities of the Company to the public becomes
effective, or (ii) upon any merger of the Company or sale of the Company or
all or substantially all of its assets, provided that Xxxxxxx remains an
employee of the Company as of that date. Xxxxxxx agrees to execute, as of the
same date as this Agreement, such loan indenture and security interest
agreements as necessary to give effect to this understanding.
4.4 Medical Benefits, Vacation and Sick Leave.
Xxxxxxx shall be entitled to participate in such medical, health and life
insurance plans as the Company may from time to time implement, and to
receive twenty (20) days of paid vacation per year and sick leave on the same
basis as the Company's other senior executives.
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4.5 Pension Plan. Xxxxxxx shall be entitled to
participate as a beneficiary under such pension plan(s) as the Company may
from time to time adopt, on the same basis as the Company's other senior
executives.
5. Confidentiality and Proprietary Inventions Agreement. Upon
the commencement of the term of this Agreement, Xxxxxxx shall enter into the
Company's standard form of agreement relating to the treatment of the
Company's confidential information and ownership of proprietary inventions.
6. Term of Employment. Subject to the provisions of Section 7, the
term of the employment engaged by this Agreement shall be a period of four
(4) years commencing on June 11, 1996 and ending on June 10, 2000, whereupon
the term shall automatically renew for successive one (1) year periods unless
one of the parties to the Agreement shall have given notice of its intention
to terminate the Agreement not later than ninety (90) days prior to the end
of such initial term or any such renewal term.
7. Termination of Employment.
7.1 For Cause. The Company may terminate this Agreement,
effective immediately upon written notice to Xxxxxxx, if at any time, in the
reasonable opinion of the Company's Board of Directors, (a) Xxxxxxx commits
any material act of dishonesty, fraud or embezzlement with respect to the
Company or any subsidiary or affiliate thereof, (b) is convicted of a crime
of moral turpitude, or (c) breaches any material obligation under this
Agreement. The Company's total liability to Xxxxxxx in the event of
termination of Xxxxxxx'x employment under this Subsection 7.1 shall be
limited to the payment of Xxxxxxx'x salary and benefits through the effective
date of termination.
7.2 Without Cause. The Company may terminate this
Agreement without cause upon thirty (30) days' written notice to Xxxxxxx.
Upon any termination of this Agreement without cause by the Company, the
Company shall pay to Xxxxxxx as severance pay an amount equal to one half
(1/2) of Xxxxxxx'x salary for that calendar year during which the termination
becomes effective, in addition to such other compensation to which Xxxxxxx
may be entitled prior to the date of termination.
7.3 By Xxxxxxx. Xxxxxxx reserves the right to terminate his
employment hereunder for any reason upon thirty (30) days' written notice to
the Company. The Company's total liability to Xxxxxxx in the event of
termination of Xxxxxxx'x employment under this Subsection 7.3 shall be
limited to the payment of Xxxxxxx'x salary and benefits through the effective
date of termination and the provisions of Subsection 7.2 shall not apply.
8. Miscellaneous.
8.1 Modification. Any modification of this Agreement
shall be effective only if reduced to writing and signed by the parties to be
bound thereby.
8.2 Entire Agreement. This Agreement constitutes the
entire agreement between the Company and Xxxxxxx pertaining to the subject
matter hereof and supersedes all prior or contemporaneous written or verbal
agreements and understandings between the parties in connection with the
subject matter hereof.
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8.3 Severability. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall, nevertheless, continue in full
force and effect without being impaired or invalidated in any way.
8.4 Waiver. The parties hereto shall not be deemed to
have waived any of their respective rights under this Agreement unless the
waiver is in writing and signed by the waiving party. No delay in exercising
any right shall be a waiver of such right nor shall a waiver of any right on
one occasion operate as a waiver of such right on a future occasion.
8.5 Costs of Enforcement. If any action or proceeding
shall be commenced to enforce this Agreement or any right arising in
connection with this Agreement, each party shall initially bear its own costs
and legal fees associated with such action or proceeding. The prevailing
party in any such action or proceeding shall be entitled to recover from the
other party the reasonable attorneys' fees, costs and expenses incurred by
such prevailing party in connection with such action or proceeding.
8.6 Notices. All notices provided for herein shall be
in writing and delivered personally or sent by United States mail, registered
or certified, postage paid or by Federal Express, addressed as follows:
To the Company: Gene Logic, Inc.
00000 Xxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
To Xxxxxxx: Xxxx X. Xxxxxxx
000 Xxxxxxxx Xxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
or to such other addresses as either of such parties may from time to time
designate in writing. Any notice given under this Agreement shall be deemed
to have been given on the date of actual receipt, or, if not received during
normal business hours, on the next business day.
IN WITNESS WHEREOF, the parties have executed this
Agreement by their duly authorized officers or agents as of the date first
written above.
"Company" "Employee"
GENE LOGIC INC.
a Delaware corporation /s/ Xxxx X. Xxxxxxx
_______________________
Xxxx X. Xxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxx
________________________________
Name: Xx. Xxxxxxx X. Xxxxxxx
_____________________________
Title: President and Chief Executive Officer
______________________________________
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