EXHIBIT 10.23
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 14th
day of March 2005, by and between Xxxxx X. Xxxxxxxx ("Employee") and THIRD WAVE
TECHNOLOGIES, INC., a Delaware corporation (the "Company").
WHEREAS, the Company desires to employ Employee as its Vice President,
Finance and Principal Financial Officer and Employee desires to accept such
employment pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows:
1. Employment. The Company hereby agrees to employ Employee as its Vice
President, Finance and Principal Financial Officer and Employee hereby agrees to
serve the Company in such position, all subject to the terms and provisions of
this Agreement. Employee agrees (a) to devote his full-time professional
efforts, attention and energies to the business of the Company, and (b) to
perform such reasonable responsibilities and duties customarily attendant to the
position of Vice President, Finance and Principal Financial Officer. Nothing in
this Agreement will prevent Employee from engaging in additional activities in
connection with (i) serving on corporate, civic and charitable boards and
committees, (ii) delivering lectures and fulfilling speaking engagements, (iii)
managing personal investments; and (iv) engaging in charitable activities and
community affairs.
2. Term of Employment. Employee's employment will continue until
terminated as provided in Section 6 below (the "Employment Term").
3. Compensation. During the Employment Term, Employee shall receive the
following compensation.
3.1 Base Salary. Employee's annual base salary on the date of
this Agreement is $190,000, payable in accordance with the normal
payroll practices of the Company ("Base Salary"). Employee's Base
Salary will be subject to annual review by the Compensation Committee
and the Board of Directors of the Company. During the Employment Term,
on each anniversary date of this Agreement, the Company shall review
the Base Salary amount to determine any increases. In no event shall
the Base Salary be less than the Base Salary amount for the immediately
preceding twelve (12) month period other than as permitted in Section
6.1(c) hereunder.
3.2 Annual Bonus Compensation. Employee shall be eligible to
receive an annual cash bonus as determined by the Company's CEO and
approved by the Compensation Committee in its sole discretion each
calendar year. Employee's target annual bonus percentage that he is
eligible to earn for each calendar year shall be thirty-five percent
(35%) of his Base Salary as of January 1 of the applicable new calendar
year. Any such bonus shall be based upon the compensation principles of
the Company in effect at the time the CEO determines and the
Compensation Committee approves the amount of any bonus to be awarded,
and except as set forth in Section 7 hereof, Employee shall not be
entitled to receive an annual bonus for any calendar year (including
the bonus referenced above) unless he remains employed with the Company
through December 31 of the applicable calendar year; provided, however,
that if Employee is terminated with Cause or resigns without Good
Reason, no bonus will be due.
3.3 Long Term Incentive Plan. Employee shall participate in
the Company's Long Term Incentive Plans ("LTIP") and shall be deemed a
"Tier 1 Employee" thereunder. Employee's benefits under the LTIP shall
be determined pursuant to the terms of the LTIP, and such benefits may
not be terminated or diminished without the written consent of the
Employee.
3.4 Equity Incentives and Other Long Term Compensation. The
Company, upon the approval of the Compensation Committee, may grant
Employee from time to time options to purchase shares of the Company's
common stock, or other forms of equity, both as a reward for past
individual and corporate performance, and as an incentive for future
performance. Such options, if awarded, will be pursuant to the
Company's then current stock option plan. All options granted to
Employee shall vest in equal installments over the four-year period
commencing with the date of grant of such options, subject to the
acceleration of vesting (i) as described in Section 7.1(d) and 7.2(b)
hereof and (ii) as may be set forth in the option grant agreements
issued by the Company, as amended, provided, that in the event of a
conflict between any option grant agreement and this Agreement, this
Agreement shall control.
4. Benefits.
4.1 Benefits. Employee will be entitled to participate in the
sick leave, insurance (including medical, life and long-term
disability), profit-sharing, retirement, and other benefit programs
that are generally provided to employees of the Company similarly
situated, all in accordance with the rules and policies of the Company
as to such matters and the plans established therefore.
4.2 Vacation and Personal Time. The Company will provide
Employee with four (4) weeks of paid vacation each calendar year
Employee is employed by the Company, in accordance with Company policy.
The foregoing vacation days shall be in addition to standard paid
holiday days for employees of the Company.
4.3 Indemnification. To the fullest extent permitted by
applicable law and as provided for in the Company's articles of
incorporation and bylaws in effect as of the date of this Agreement,
the Company will, during and after termination of employment, indemnify
Employee (including providing advancement of expenses) for any
judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred by Employee in connection with the
defense of any lawsuit or other claim or investigation to which
Employee is made, or threatened to be made, a party or witness by
reason of being or having been an officer, director or employee of the
Company or any of its subsidiaries or affiliates as defined under the
Securities and Exchange Act of 1934 ("Affiliates") or a fiduciary of
any of their benefit plans.
4.4 Liability Insurance. Both during and after termination
(for any reason) of Employee's employment, the Company shall cause
Employee to be covered under a directors and officers' liability
insurance policy for his acts (or non-acts) as an officer or director
of the Company or any of its Affiliates. Such policy shall be
maintained by the Company, at its expense, in an amount and on terms
(including the time period of coverage after the Employee's employment
terminates) at least as favorable to the Employee as policies covering
the Company's Board of Directors.
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5. Business Expenses. Upon submission of a satisfactory accounting by
Employee, consistent with current policies of the Company, the Company will
reimburse Employee for any out-of-pocket expenses reasonably incurred by
Employee in the furtherance of the business of the Company.
6. Termination.
6.1 By Employee.
(a) Without Good Reason. Employee may terminate his
employment pursuant to this Agreement at any time without Good
Reason (as defined below) with at least ten (10) business
days' written notice (the "Employee Notice Period") to the
Company. Upon termination by Employee under this section, the
Company may, in its sole discretion and at any time during the
Employee Notice Period, suspend Employee's duties for the
remainder of the Employee Notice Period, as long as the
Company continues to pay compensation to Employee, including
benefits, throughout the Employee Notice Period.
(b) With Good Reason. Employee may terminate his
employment pursuant to this Agreement with Good Reason (as
defined below) at any time within ninety (90) days after the
occurrence of an event constituting Good Reason.
(c) Good Reason. "Good Reason" shall mean any of the
following: (i) Employee's Base Salary is reduced in a manner
that is not applied proportionately to other senior executive
officers of the Company, provided any such reduction shall not
exceed thirty percent (30%) of Employee's then current Base
Salary; (ii) Employee's duties, authority or responsibilities
are materially reduced or are materially inconsistent with the
scope of authority, duties and responsibilities of Employee's
position; or (iii) the occurrence of a material breach by the
Company of any of its obligations to Employee under this
Agreement.
6.2. By the Company.
(a) With Cause. The Company may terminate Employee's
employment pursuant to this Agreement for Cause, as defined
below, immediately upon written notice to Employee.
(b) Cause. "Cause" shall mean any of the following:
(i) any willful refusal to perform essential
job duties which continues for more than ten
(10) days after notice from the Company;
(ii) any intentional act of fraud or
embezzlement by the Employee in connection
with the Employee's duties or committed in
the course of Employee's employment;
(iii) any gross negligence or willful
misconduct of the Employee with regard to
the Company or any of its subsidiaries
resulting in a material economic loss to the
Company;
(iv) the Participant is convicted of a
felony;
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(v) the Participant is convicted of a
misdemeanor the circumstances of which
involve fraud, dishonesty or moral turpitude
and which is substantially related to the
circumstances of Participant's job with the
Company;
(iv) any willful and material violation by
the Employee of any statutory or common law
duty of loyalty to the Company or any of its
subsidiaries resulting in a material
economic loss; or
(v) any material breach by the Employee of
this Agreement or any of the Agreements
referenced in Section 8 of this Agreement.
(c) Without Cause. Subject to Section 7.1, the
Company may terminate Employee's employment pursuant to this
Agreement without Cause upon at least thirty days' written
notice ("Company Notice Period") to Employee. Upon any
termination by the Company under this Section 6.2(c), the
Company may, in its sole discretion and at any time during the
Company Notice Period, suspend Employee's duties for the
remainder of the Company Notice Period, as long as the Company
continues to pay compensation to Employee, including benefits,
throughout the Company Notice Period.
6.3 Death or Disability. Notwithstanding Section 2, in the
event of the death or Disability (defined herein) of Employee during
the Employment Term, Employee's employment and this Agreement shall
immediately and automatically terminate and the Company shall pay
Employee (or in the case of death, Employee's designated beneficiary)
Base Salary, accrued, unpaid bonuses, in each case up to the date of
termination. Neither Employee, his beneficiary nor estate shall be
entitled to any severance benefits set forth in Section 7 if terminated
pursuant to this section. For purposes of this Agreement, "Disability"
shall mean any physical incapacity or mental incompetence as a result
of which Employee is unable to perform the essential functions of his
job for an aggregate of more than six (6) months during any
twelve-month period. Employee acknowledges and agrees that given the
nature of Employee's position with the Company it would cause the
Company to suffer an undue hardship if required to retain Employee
beyond the six (6) month period if Employee remains unable to perform
the essential functions of his job, with or without a reasonable
accommodation.
6.4 Survival. The agreement described in Section 8 hereof and
attached hereto as Schedule A shall survive the termination of this
Agreement.
7. Severance and Other Rights Relating to Termination and Change of
Control.
7.1 Termination of Agreement Pursuant to Section 6.1(b) or
6.2(c). If the Employee terminates his employment for Good Reason
pursuant to Section 6.1(b), or the Company terminates Employee's
employment without Cause pursuant to Section 6.2(c), subject to the
conditions described in Section 7.3 below, the Company will provide
Employee the following payments and other benefits:
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(a) The Company shall immediately pay to Employee a
lump-sum amount equal to the sum of (i) twelve (12) months of
Employee's then current Base Salary, (ii) any accrued but
unpaid Base Salary as of the termination date; and (iii) shall
pay Employee any accrued but unpaid bonus as of the
termination date, on the same terms and at the same times as
would have applied had Employee's employment not terminated;
provided, that, if such termination occurs on or within the
one year period following a Change of Control (as defined in
Section 7.2(a)), the Company shall also pay to Employee a pro
rata portion of his target bonus.
(b) If Employee elects COBRA coverage for health
and/or dental insurance in a timely manner, the Company shall
pay the monthly premium payments for such timely elected
coverage when each premium is due until the earlier of: (i)
twelve months from the date of termination; (ii) the date
Employee obtains new employment which offers health and/or
dental insurance that is reasonably comparable to that offered
by the Company; or (iii) the date COBRA continuation coverage
would otherwise terminate in accordance with the provisions of
COBRA. Thereafter, health and dental insurance coverage shall
be continued only to the extent required by COBRA and only to
the extent Employee timely pays the premium payments himself.
(c) The Company shall provide Employee an
outplacement consulting package up to a maximum value of Ten
Thousand Dollars ($10,000), which shall be selected at the
sole discretion of the Employee. Any payments made for such
outplacement consulting shall be made by the Company directly
to the consulting company.
(d) Employee will receive any awards under the LTIP
that are earned (as defined in any LTIP document), whether
vested or unvested, as of the termination date, on terms and
at the times set forth in the LTIP.
(e) Fifty percent (50%) percent of stock options
granted to Employee shall immediately become fully vested and
exercisable upon such termination or resignation. Executive
will be entitled to exercise such stock options in accordance
with Section 7.7.
7.2 Change of Control. The Board of Directors of the Company
has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued
dedication of the Employee, notwithstanding the possibility, threat or
occurrence of a Change of Control (defined in Section 7.2(a) below).
The Board believes it is imperative to diminish the inevitable
distraction of the Employee by virtue of the personal uncertainties and
risks created by a pending or threatened Change of Control and to
encourage the Employee's full attention and dedication to the Company
currently and in the event of any threatened or pending Change of
Control, and to provide the Employee with compensation and benefits
arrangements upon a Change of Control which ensure that the
compensation and benefits expectations of the Employee will be
satisfied and which are competitive with those of other
similarly-situated companies. Therefore, in order to accomplish these
objectives, the Board has caused the Company to include the provisions
set forth in this Section 7.2.
(a) Change of Control. "Change of Control" shall
mean, and shall be deemed to have occurred if, on or after the
date of this Agreement, (i) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended)
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or group acting in concert, other than a trustee or other
fiduciary holding securities under an employee benefit plan of
the Company acting in such capacity or a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock
of the Company, becomes the "beneficial owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing more than 50% of the
total voting power represented by the Company's then
outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company and
any new director whose election by the Board of Directors or
nomination for election by the Company's stockholders was
approved by a vote of at least two thirds (2/3) of the
directors then still in office who either were directors at
the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason
to constitute a majority thereof, (iii) the stockholders of
the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or
consolidation which would result in the Voting Securities of
the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at
least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (iv) the
stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series
of related transactions) all or substantially all of the
Company's assets.
(b) Acceleration of Vesting of Stock Options. Vesting
of stock options granted to Employee shall be accelerated upon
any Change of Control to the extent set forth in the
applicable stock option agreement(s) between the Company and
Employee. Employee will be entitled to exercise such stock
options in accordance with such option agreements.
(c) LTIP Awards. Any awards granted to Employee under
the LTIP as of the Change of Control shall be treated as
described in the LTIP.
(d) If, within six (6) months before or after the
effective date of a Change of Control, the Employee terminates
his employment for Good Reason pursuant to Section 6.1(b) or
the Company terminates Employee's employment without Cause
pursuant to Section 6.2(c), subject to the conditions
described in Section 7.3 below, the termination shall be
treated for purposes of Section 7.2(b) and (c) as if it
occurred on the effective date of the Change of Control.
(e) Payments and benefits that trigger Sections 280G
and 4999 of the Internal Revenue Code of 1986, as amended,
will be reduced to the extent necessary so that no excise tax
would be imposed if doing so would result in the employee
retaining a larger after-tax amount, taking into account the
income, excise and employment taxes imposed on the payments
and benefits.
7.3 Conditions Precedent to Payment of Severance. The
Company's obligations to Employee described in Sections 7.1 and 7.2 are
contingent on Employee's delivery to the Company of his signed waiver
and release, in the form attached hereto as Exhibit 7.3, of all claims
he may have against the Company up to the date of the termination of
his employment
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with the Company, and (if applicable) his not revoking such release.
Moreover, the Employee's rights to receive payments and benefits
pursuant to Sections 7.1 and 7.2 are conditioned on the Employee's
ongoing compliance with his obligations as described in Section 8
hereof. Any cessation by the Company of any such payments and benefits
shall be in addition to, and not in lieu of, any and all other remedies
available to the Company for Employee's breach of his obligations
described in Section 8 hereof.
7.4 No Severance Benefits. Employee is not entitled to any
severance benefits if this Agreement is terminated pursuant to Sections
6.1(a) or 6.2(a) of this Agreement; provided however, Employee shall be
entitled to (i) Base Salary prorated through the effective date of such
termination; (ii) Bonuses for which the payment date occurs prior to
the effective date of such termination; and (iii) medical coverage and
other benefits required by law and plans (as provided in Section 7.6,
below).
..
7.5 Benefits Required by Law and Plans; Vacation Time Pay. In
the event of the termination of Employee's employment, Employee will be
entitled to medical and other insurance coverage, if any, as is
required by law and, to the extent not inconsistent with this
Agreement, to receive such additional benefits as Employee may be
entitled under the express terms of applicable benefit plans (other
than bonus or severance plans) of the Company, its subsidiaries and
Affiliates.
7.6 Exercise Period of Stock Options after Termination. Unless
it would subject the employee to adverse tax consequences under Section
885 of the recently enacted American Jobs Creation Act of 2004, Pub.
Law Xx. 000-000, 000 Xxxx. 0000 (xxx Xxx), added ss. 409A to the
Internal Revenue Code (Code), notwithstanding anything contained herein
or in the option grant agreements to the contrary, in the event of
Employee's termination after his first anniversary with the Company,
Employee's vested stock options shall be open for exercise until the
earlier of (i) two years from the date of termination or (ii) the
latest date on which those options expire or are eligible to be
exercised under the option grant agreements, determined without regard
to such termination or resignation; provided further that such extended
exercise period shall not apply in the event the Employee resigns
without Good Reason or is terminated by the Company for Cause, in which
case, the exercise periods shall continue to be governed by the terms
of the option grant agreements.
8. Restrictions.
8.1 The Confidential Information Agreement. Simultaneously
with the execution of this Agreement, Employee will sign the Employee
Agreement with Respect to Confidential Information, Invention
Assignment and Arbitration attached hereto as Schedule A (the
"Confidential Information Agreement").
8.2 Agreement Not to Compete. In consideration for all of the
payments and benefits that may become due to Employee under this
Agreement, Employee agrees that for a period of twelve (12) months
after termination of his employment for any reason, he will not,
directly or indirectly, without the Company's prior written consent,
(a) perform for a Competing Entity in any Restricted Area any of the
same services or substantially the same services that he performed for
the Company; (b) in any Restricted Area, advise, assist, participate
in, perform services for, or
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consult with a Competing Entity regarding the management, operations,
business or financial strategy, marketing or sales functions or
products of the Competing Entity (the activities in clauses (a) and (b)
collectively are, the "Restricted Activities"); or (c) solicit or
divert the business of any Restricted Customer. Employee acknowledges
that in his position with the Company he has had and will have access
to knowledge of confidential information about all aspects of the
Company that would be of significant value to the Company's
competitors.
8.3 Additional Definitions.
(a) Customer. "Customer" means any individual or
entity for whom the Company has provided services or products
or made a proposal to perform services or provide products.
(b) Restricted Customer. "Restricted Customer" means
any Customer with whom/which Employee had contact on behalf of
the Company during the 12 months preceding the end, for
whatever reason, of his employment.
(c) Competing Entity. "Competing Entity" means any
business entity engaged in the development, design,
manufacture, marketing, distribution or sale of molecular
diagnostics.
(d) Restricted Area. "Restricted Area" means any
geographic location where if Employee were to perform any
Restricted Activities for a Competing Entity in such a
location, the effect of such performance would be competitive
to the Company.
8.4 Reasonable Restrictions on Competition Are Necessary.
Employee acknowledges that reasonable restrictions on competition are
necessary to protect the interests of the Company. Employee also
acknowledges that he has certain skills necessary to the success of the
Company, and that the Company has provided and will provide to him
certain confidential information that it would not otherwise provide
because he has agreed not to compete with the business of the Company
as set forth in this Agreement.
8.5 Restrictions Against Solicitations. Employee further
covenants and agrees that during Employee's employment by the Company
and for a period of twelve months following the termination of his
employment with the Company for any reason, he will not, except with
the prior consent of the Company's Chief Executive Officer, directly or
indirectly, solicit or hire, or encourage the solicitation or hiring
of, any person who is an employee of the Company for any position as an
employee, independent contractor, consultant or otherwise, provided
that the foregoing shall not prevent Employee from serving as a
reference.
8.6 Affiliates. For purposes of this Section 8, the term
"Company" will be deemed to include the Company and its Affiliates.
8.7 Ability to Obtain Other Employment. Employee hereby
represents that his experience and capabilities are such that in the
event his employment with the Company is terminated, he will be able to
obtain employment if he so chooses during the period of non-competition
following the termination of employment described above without
violating the terms of this Agreement, and that the enforcement of this
Agreement by injunction, as described below, will not prevent him from
becoming so employed.
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8.8 Injunctive Relief. Employee understands and agrees that if
he violates any provision of this Section 8, then in any suit that the
Company may bring for that violation, an order may be made enjoining
him from such violation, and an order to that effect may be made
pending litigation or as a final determination of the litigation.
Employee further agrees that the Company's application for an
injunction will be without prejudice to any other right of action that
may accrue to the Company by reason of the breach of this Section 8.
8.9 Section 8 Survives Termination. The provisions of this
Section 8 will survive termination of this Agreement.
8.10 Condition of Payments. The provisions of this Section 8
regarding the restrictions on Employee shall be conditioned on Company
making the payments to Employee as contemplated by Section 7.1 above.
If Employee is terminated due to a disability pursuant to Section 6.3
or if Employee voluntarily resigns without Good Reason, in which case
Employee will not be eligible to receive the severance payments set
forth in Section 7.1, Employee shall not be bound by the agreement not
to compete in Section 8.2. Employee, will, however, remain bound at all
times by the Confidential Information Agreement and the restriction on
solicitation in Section 8.5.
9. Arbitration. Unless other arrangements are agreed to by Employee and
the Company, any disputes arising under or in connection with this Agreement,
other than a dispute in which the primary relief sought is an equitable remedy
such as an injunction, will be resolved by binding arbitration to be conducted
pursuant to the Agreement for Arbitration Procedure of Certain Employment
Disputes attached as Schedule B hereof.
10. Assignments; Transfers; Effect of Merger. No rights or obligations
of the Company under this Agreement may be assigned or transferred by the
Company except that such rights or obligations may be assigned or transferred
pursuant to a merger or consolidation, or pursuant to the sale or transfer of
all or substantially all of the assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the
assets of the Company. This Agreement will not be terminated by any merger,
consolidation or transfer of assets of the Company referred to above. In the
event of any such merger, consolidation or transfer of assets, the provisions of
this Agreement will be binding upon the surviving or resulting corporation or
the person or entity to which such assets are transferred. The Company agrees
that concurrently with any merger, consolidation or transfer of assets referred
to above, it will cause any successor or transferee unconditionally to assume,
either contractually or as a matter of law, all of the obligations of the
Company hereunder in a writing promptly delivered to the Employee. This
Agreement will inure to the benefit of, and be enforceable by or against,
Employee or Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, designees and legatees. None of
Employee's rights or obligations under this Agreement may be assigned or
transferred by Employee other than Employee's rights to compensation and
benefits, which may be transferred only by will or operation of law. If Employee
should die while any amounts or benefits have been accrued by Employee but not
yet paid as of the date of Employee's death and which would be payable to
Employee hereunder had Employee continued to live, all such amounts and benefits
unless otherwise provided herein will be paid or provided in accordance with the
terms of this Agreement to such person or persons appointed in writing by
Employee to receive such amounts or, if no such person is so appointed, to
Employee's estate.
11. No Set-off, No Mitigation Required. Except as expressly provided
otherwise in this Agreement, the obligation of the Company to make any payments
provided for hereunder and otherwise to perform its obligations hereunder will
not be affected by any set-off, counterclaim, recoupment,
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defense or other claim, right or action which the Company may have against
Employee or others. In no event will Employee be obligated to seek other
employment or take other action by way of mitigation of the amounts payable to
Employee under any of the provisions of this Agreement, and such amounts will
not be reduced (except as otherwise specifically provided herein) whether or not
Employee obtains other employment.
12. Taxes. The Company shall have the right to deduct from any payments
made pursuant to this Agreement any and all federal, state, and local taxes or
other amounts required by law to be withheld.
13. Miscellaneous. No amendment, modification or waiver of any
provisions of this Agreement or consent to any departure thereof shall be
effective unless in writing signed by the party against whom it is sought to be
enforced. This Agreement contains the entire Agreement that exists between
Employee and the Company with respect to the subjects herein contained and
replaces and supercedes all prior agreements, oral or written, between the
Company and Employee with respect to the subjects herein contained. Nothing
herein shall affect any terms in the Confidential Information Agreement, the
Noncompetition Agreement, the LTIP, and any stock option plans or agreements
between Employee and the Company now and hereafter in effect from time to time.
If any provision of this Agreement is held for any reason to be unenforceable,
the remainder of this Agreement shall remain in full force and effect. Each
section is intended to be a severable and independent section within this
Agreement. The headings in this Agreement are intended solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement. This Agreement is made in the State of Wisconsin and shall be
governed by and construed in accordance with the laws of said State. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. All notices and all other communications provided for in this
Agreement shall be in writing and shall be considered duly given upon personal
delivery, delivery by nationally reputable overnight courier, or on the third
business day after mailing from within the United States by first class
certified or registered mail, return receipt requested, postage prepaid, all
addressed to the address set forth below each party's signature. Any party may
change its address by furnishing notice of its new address to the other party in
writing in accordance herewith, except that any notice of change of address
shall be effective only upon receipt.
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The parties hereto have executed this Employment Agreement as of the
date first written above.
/s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Xxxxx X. Xxxxxxx ("Employee")
Notice Address:
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
THIRD WAVE TECHNOLOGIES, INC. ("Company")
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx, President and CEO
Notice Address:
000 Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Attn: Chief Executive Officer
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