EXHIBIT 10.34
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of February 5, 1997 by and between GENE LOGIC INC., a Delaware corporation
(the "Company") and XXXXX X. XXXXXXXX, a Connecticut resident ("Xxxxxxxx").
RECITAL:
The Company desires to secure the services of Xxxxxxxx and Xxxxxxxx
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 Xxxxxxxx as Senior Vice President and
Chief Scientific Officer of the Company and Xxxxxxxx hereby accepts such
employment and such positions. Xxxxxxxx shall devote his full time, ability,
attention, knowledge and skill to performing all duties as Senior Vice
President, and Chief Scientific 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 Xxxxxxxx'x services to the
Company during the term of his employment under this Agreement, Xxxxxxxx
shall receive an annual base salary of $175,000 during 1997, and thereafter
in such amounts as may be determined by the Company, but not less than
$175,000. 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 OPTIONS. In addition to the salary specified above,
on or before February 28, 1997, the Company shall grant to Xxxxxxxx options to
purchase 100,000 shares of the Company's common stock at a purchase price of
$0.15 per share. Such incentive stock options shall become exercisable
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. The Company will
grant additional incentive stock options to Xxxxxxxx in each year during which
this Agreement remains in force, in numbers consistent with Xxxxxxxx'x position
as Senior Vice President and Chief Scientific Officer of the Company, at an
exercise price determined by the Company's auditors and other financial advisers
in accordance with established accounting and taxation principles. The number
and schedule of issue of such additional options is envisaged as laid out in
Exhibit A to this Agreement. 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
Xxxxxxxx pursuant to this Section 3 shall automatically become exercisable 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. In the event
Xxxxxxxx terminates this Agreement prior to its first anniversary, the Company
shall have the right to repurchase any shares of the Company's stock acquired by
Xxxxxxxx pursuant to the exercise of options granted under this
1.
Section 3, such repurchase to occur at a purchase price equal to Xxxxxxxx'x
original purchase price for such shares.
4. ADDITIONAL COMPENSATION AND BENEFITS.
4.1 BONUS FOR 1997. Upon the execution of this Agreement, the Company
shall pay to Xxxxxxxx a cash bonus in the amount of $50,000.
4.2 ANNUAL PERFORMANCE BONUS. During each calendar year while this
Agreement remains in force, commencing with 1998, Xxxxxxxx shall receive, in
addition to the base salary specified in Section 2 above, a performance bonus
based upon achievement of goals mutually agreed by Xxxxxxxx and the Chief
Executive Officer of the Company. The amount of such bonus for 1998 shall be
not less than $25,000 in cash, and thereafter in such amount as may be
determined by the Company.
4.3 RELOCATION EXPENSES AND ALLOWANCES. The Company shall reimburse
Xxxxxxxx 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 Xxxxxxxx'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.
4.4 MEDICAL BENEFITS, VACATION AND SICK LEAVE. Xxxxxxxx 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.
4.5 PENSION PLAN. Xxxxxxxx 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, Xxxxxxxx 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 provision of Section 7, the term
of the employment engaged by this Agreement shall be a period of four (4) years
commencing on March 1, 1997 and ending on February 28, 2001, 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 Xxxxxxxx, if at any time, in the reasonable
opinion of the Company's Board of Directors, (a) Xxxxxxxx commits any material
act of dishonesty, fraud or
2.
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
Xxxxxxxx in the event of termination of Xxxxxxxx'x employment under this
Subsection 7.1 shall be limited to the payment of Xxxxxxxx'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 Xxxxxxxx. Upon any termination of this
Agreement without cause by the Company, the Company shall pay to Xxxxxxxx as
xxxxxxxxx pay an amount equal to one half (1/2) of Xxxxxxxx'x salary for that
calendar year during which the termination becomes effective, in additional to
such other compensation to which Xxxxxxxx may be entitled prior to the date of
elimination.
7.3 BY XXXXXXXX. Xxxxxxxx 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 Xxxxxxxx in the event of termination of
Xxxxxxxx'x employment under this Subsection 7.3 shall be limited to the payment
of Xxxxxxxx'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 Xxxxxxxx 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.
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 COST 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.
3.
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 Xxxxxxxx: Xxxxx X. Xxxxxxxx, Ph.D.
0 Xxxxxxxx Xxxxx
Xxxxxxxx, 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. /s/ XXXXX X. XXXXXXXX
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a Delaware corporation Xxxxx X. Xxxxxxxx
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------
Name: Xx. Xxxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
4.
