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EXHIBIT 10.3
January 10, 2001
Xxxxx X'Xxxxx
c/o ChromaVision Medical Systems, Inc.
00000 Xxxxx Xxxxxxx
Xxx Xxxx Xxxxxxxxxx, XX 00000
Dear Xxxxx,
In order to provide a further inducement for you to remain in the
employ of ChromaVision Medical Systems, Inc. (the "Company"), this letter will
supplement the letter agreement between you and the Company dated as of November
6, 1996, as amended by a letter dated November 26, 1996, copies of both of which
are attached.
The supplementary provisions are as follows:
1. In the event your employment is terminated by the Company without
cause (including as a result of a change in control) or you terminate your
employment for good reason, the Company will do each of the following:
(a) continue to pay your salary benefit for a period of one
year from the date of termination of your employment at the rate in
effect immediately prior to such termination in return for your
agreement not to compete with the Company during the one year period,
with payment to be made to you on the dates such salary would have been
paid if your employment had not been terminated;
(b) continue your health insurance for you and your family for
one year after the termination of your employment (including any period
as may be required by law), except that such health insurance will be
discontinued if you become re-employed and are eligible for comparable
or better health insurance benefits from your new employer and, if the
Company's plan will not permit such continuation of your insurance, the
Company will provide comparable insurance to the extent all insureds
are insurable and such insurance can be obtained at reasonable cost;
and
(c) allow your outstanding stock options to continue to vest
and be exercisable in accordance with their terms (including any
acceleration provided for in your November 6, 1996 letter agreement)
during the one year period of salary continuation except to the extent
that the options terminate in accordance with their terms (or the terms
of the plan under which they were issued) because of a change of
control or other event which causes all options outstanding under that
plan to terminate.
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2. The provisions in Exhibit A of your November 6, 1996 letter
agreement with respect to payment of performance contingent sums under incentive
programs (bonuses, commissions etc.) and acceleration of your stock options when
our employment is terminated by the Company for convenience (i.e. other than for
cause, death or disability) shall also apply if you terminate your employment
for good reason.
3. You will be considered to have terminated your employment "for good
reason" only if any of the following events occurs
(a) you terminate your employment within 12 months after the
Company materially reduces your responsibilities, compensation or
employee benefits provided that you have given the Company written
notice of any such reduction and the Company has failed to eliminate
the good reason within 15 days after receipt of the notice;
(b) the Company elects a new President or Chief Operating
Officer and you terminate your employment by the Company only after the
expiration of four full calendar months from the date the new President
or Chief Operating Officer actually begins working for the Company and
not later than 12 full calendar months after that date; or
(c) the location of the Company's principal executive office
is changed to a location that is more than 50 miles from its current
location.
4. By signing this letter you acknowledge that the Company will
continue to treat you as an employee for purposes of paying the benefits under
this letter. All such payments are subject to such taxes and withholding
requirements as may be imposed by applicable law.
5. Nothing is this letter changes the "at will" nature of your
employment relationship with the Company.
6. Attachment A to your existing letter agreement dated November 26,
1996 states that in the event of a termination of your employment for
convenience of the Company (i.e. other than for cause, death or disability) 50%
of all granted but not yet vested options would vest and become exercisable
immediately. To determine which options are included in the 50%, the options
would become vested and become exercisable in the order they were granted until
the options have become vested and exercisable for that number of shares equal
to 50% of the total number of shares as to which the options were unvested and
unexercisable before acceleration pursuant to that provision of your November
26, 1996 letter agreement and this paragraph 6.
7. This letter agreement supersedes your existing letter agreement
dated November 26, 1996 and the third bullet point under "Termination for
Convenience (i.e. Other than for Cause)" in Exhibit A of your existing letter
agreement dated November 6, 1996. Except as provided above, your existing letter
agreement dated November 6,1996 shall remain in full force and effect.
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If this letter correctly sets forth the agreement between you and the
Company, please execute this letter in the place indicated below.
Yours very truly,
Xxxxxxx X. Xxxxxxxxxx, M.D,
Chairman of the Board of Directors and
Chief Executive Officer
AGREED:
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Xxxxx X'Xxxxx
Dated: January __, 2001
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