AGREEMENT TO EXCHANGE COMMON STOCK OF
CELLMARK DIAGNOSTICS, INC. FOR SHARES OF
COMMON STOCK OF LIFECODES CORPORATION
The undersigned employee (the "Employee") does hereby agree as
follows:
1. Employee owns ___ shares of the common stock (the "Cellmark Stock")
of Cellmark Diagnostics, Inc., ("Cellmark") purchased by means of a
non-recourse, non-interest bearing promissory note in the amount of $__________
(the "Original Promissory Note"). Employee represents and warrants that the
Cellmark Stock is not subject to any lien or encumbrance except a lien securing
the Original Promissory Note.
2. Employee acknowledges that Lifecodes Corporation ("Lifecodes"), the
owner of approximately 80% of the common stock of Cellmark, proposes to conduct
an initial public offering of Lifecodes common stock. Employee has received and
read a copy of the S-1 Registration Statement dated July 17, 1998, relating to
such offering as filed with the SEC. Employee has been offered an opportunity
to ask such questions and obtain such information regarding Lifecodes and its
common stock as Employee has deemed desirable in connection with exchange
described below.
3. Employee acknowledges that (i) the exchange of stock in Cellmark
held by Cellmark employees for shares of Lifecodes will help facilitate the
public offering of Lifecodes stock, and (ii) exchange of Employee's Cellmark
stock for Lifecodes stock may be advantageous to Employee due to the
possibility of a public market for the sale of such shares should an initial
public offering be consummated, subject to satisfaction of the requirements of
SEC Rule 144.
4. Employee does hereby agree to exchange each of Employee's Cellmark
shares for 11.96 shares of Lifecodes common stock, for a total of ______
Lifecodes shares (the "Lifecodes Shares"). The foregoing amount DOES NOT
reflect a proposed 3.65-for-1 stock split to take effect prior to the initial
public offering and share amounts will be adjusted accordingly following any
stock split. In this connection, the Original Promissory Note is hereby
cancelled and a new promissory note in the form of an Exhibit A hereto (the
"New Promissory Note") is being executed contemporaneously herewith. The New
Promissory Note will evidence the non-recourse obligation of Employee to pay
for the Lifecodes Shares.
5. Employee does hereby grant to Lifecodes a lien on the Lifecodes
Shares, and all proceeds of stock splits or stock dividends, as security for
payment of the amount evidenced by the New Promissory Note. Employee
acknowledges that Lifecodes will, until the New Promissory Note is paid in
full, maintain physical possession of all certificates evidencing the Lifecodes
shares in order to reflect the lien hereby granted. Employee will execute such
further assignments and documents as Lifecodes may deem desirable to effectuate
such pledge.
6. Employee acknowledges that (i) the New Promissory Note will be
payable on March 15, 1999 or such earlier date as Employee's employment is
terminated, (ii) Rule 144 under the Securities Act of 1933 (a copy of which is
appended hereto as Exhibit B) will require,
among other things, that Employee hold the Lifecodes Shares for at least
one year after payment of the New Promissory Note before Employee may sell the
Lifecodes Shares through a broker.
7. Employee further acknowledges that if the New Promissory Note is
not timely paid, Lifecodes may, at its option, extinguish the New Promissory
Note by transferring the Lifecodes Shares to itself in satisfaction of the New
Promissory Note to the extent of the value of such Lifecodes Shares (measured
by the closing price on the day of such transfer as reported by NASDAQ, if the
Lifecodes Shares are so listed). Until such time as Employee may default in
payment of the New Promissory Note, the Lifecodes Shares will be voted in
accordance with the instructions of Employee.
8. The terms of this Agreement and the New Promissory Note supersede
in their entirety the Original Promissory Note and the terms of the Cellmark
Employee Equity Program dated May 2, 1996.
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Name:
Dated:
