September 5, 1996
Xxxxxxx Xxxxxx
Nether Cromlix
Auchenley Road
Dunblane
Scotland
FK159JF
Dear Xxxxx:
I am pleased on behalf of Serologicals Corporation, (the "Corporation"), to
offer you ("you" or the "Executive") employment with the Corporation (the
"Employment") on the terms set forth herein (the "Offer").
1. Position, Duties and Responsibilities.
a. You shall serve as the Vice President, International Development,
responsible for the duties outlined in the attached Job Description.
b. You will devote all your business time and attention to the business
and affairs of the Corporation consistent with your position with the
Corporation. Nothing herein, however, shall preclude you from engaging in
charitable and community affairs, or giving attention to your investments
provided that such activities do not interfere with the performance of your
duties and responsibilities enumerated herein. You will maintain directorship
on the Bioscot, Ltd. board for a period of one (1) year from January 1, 1997
for no additional compensation.
c. Except as otherwise specifically stated herein, you shall be subject
to all of the requirements and provisions described in the Company's employee
handbook, as it may be amended from time to time.
d. Your Employment shall commence hereunder effective on or about January
1, 1997 (the "Effective Date") and continue for successive one (1) year periods,
unless otherwise terminated pursuant to the provisions hereof.
2. Compensation and Related Matters.
a. Base Salary. You shall be paid a base salary (the "Base Salary") equal
to $120,000 per year. The Base Salary shall be payable to you in the manner
and on the date(s) on which the Corporation pays its other executives, but in
no event less frequently than monthly.
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b. Incentive Compensation. You shall be eligible to participate in such
bonus and incentive compensation plans of the Corporation in which other
officers of the Corporation are generally eligible to participate, as the Board
or a Committee thereof shall determine from time to time in its sole discretion,
subject to and in accordance with the terms and provisions of such plans.
c. Employee Benefit Programs. You shall be eligible, subject to the
satisfactory completion of a physical examination, to receive fringe benefits
now provided or may hereinafter be provided by the Corporation to its
executives.
As an employee of the Corporation, you will become eligible for participation in
the Corporation benefits set forth below.
-- Comprehensive medical/dental insurance, including Prescription Card
Service
-- Corporation paid life insurance (two times your annual salary)
-- Serologicals Corporation's Employees' Retirement Plan - 401(k)
-- Short-term Disability Insurance
-- Long-term Disability Insurance
-- Flexible Spending Account (Medical and Dependent Care)
-- Employee Stock Purchase Plan
d. Reimbursement of Expenses. It is contemplated that in connection with
your Employment hereunder, hereunder, you may be required to incur business,
entertainment and travel expenses. The Corporation agrees to promptly
reimburse you in full for all reasonable out-of-pocket business, entertainment
and other related expenses (including all expenses of travel and living expenses
while away from home on business or at the request of, and in service of, the
Corporation) incurred or expended by you incident to the performance of your
duties hereunder; provided, that you properly account for such expenses in
accordance with the policies and procedures established by the Board and
applicable to the executives of the Corporation.
e. Paid Time Off. You shall be entitled, in each calendar year of your
Employment, to the number of paid vacation days determined by the Corporation
from time to time to be appropriate for its executives, but in no event less
than five (5) weeks in any such year during your Employment the term (pro rated,
as necessary, for partial calendar years during your Employment the Term).
You may take your allotted vacation days at such times as are mutually
convenient for the Corporation and you, consistent with the Corporation's
vacation policy in effect with respect to its executives. Additionally, you
shall also be entitled to sixteen (16) hours of personal time off and eighty
(80) hours of sick leave per calendar year (pro-rated, as necessary, for
partial calendar years during the your EmploymentTerm). You shall also be
entitled to all paid holidays given by the Corporation to its executives.
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f. Relocation. The Corporation agrees to reimburse you for the following
relocation expenses:
-- Reimbursement on costs associated withcosts of the sale and purchase of
residence within eighteen (18) months of the Effective Date, including
without limitation realtor's. Realtor's fees, not more than one
points, appraisals, etc. and other standard closing costs (including
reasonable attorney's fees in connection with such closings.) There
will be no reimbursement for loss of any equity on the sale of the
Executive's current residence.
-- Reimbursement of automobile rental/lease expense for six (6) months
(expiring June 30, 1997), not to exceed $500/month.
-- Reimbursement of temporary housing expense for six (6) months (expiring
June 30, 1997), not to exceed $2,200/month.
-- Full reimbursement of reasonable moving expenses, including the actual
cost of packing, shipping, unpacking, and placing household goods and
personal effects from one residence. Full value insurance protection.
-- Temporary storage of household goods (not to exceed 90 days).
-- Three (3) trips for spouse's travel to Atlanta for the purpose of house
hunting.
-- One-time relocation payment equal to two (2) weeks pay to help cover
the cost of incidental moving expenses.
-- One-time gross up payment to cover tax liability for payments made
under this Agreement. Payment is made at year end.
3. Termination by the Company. Notwithstanding the foregoing, the Corporation
may terminate your employment at any time. In the event of termination
resulting from the elimination of your position, you shall be entitled to
continue to receive your Base Salary for a nine (9) month period from effective
date of termination. Under no other termination circumstances will you be
eligible for any form of salary continuation.
4. Nondisclosure. You acknowledge and agree that, during your employment by
the Corporation hereunder hereunder and during your prior employment with
Bioscot, Ltd., you came or will come to have knowledge and information with
respect to trade secrets or confidential or secret plans, projects, materials,
business methods, operations, techniques, customers, employees, financial
conditions, policies and accounts of the Corporation with respect to the
business of the Corporation its successors or assigns or any of its affiliates.
You agree that you will not at any time divulge, furnish or make accessible to
anyone (other than in the regular course of your performance of services for
the benefit of the Corporation, its successors or assigns) any knowledge or
information with respect to such confidential or secret plans, secret projects,
secret materials, the financial condition of the Corporation, its successors
or assigns, or any of its affiliates, confidential business methods, operations,
techniques, customers, customer lists, employees, policies or accounts or trade
secrets, including, but not limited to, the identity of donors and donor lists
of the Corporation, its successors or assigns or any of its affiliates.
Notwithstanding the foregoing, confidential information described in the
preceding sentences shall not include any information which (i) is known
generally to the public (other than as a result of unauthorized disclosure by
you), (ii) was available to you on a nonconfidential basis prior to its
disclosure to you by the Corporation or (iii) is required to be disclosed
pursuant to the valid order of a governmental agency or a judicial court of
competent jurisdiction, in which case you shall give prompt written notice to
the Corporation of such requirement so that the Corporation may take such
action as it deems appropriate.
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5. Non-Compete and Non-Solicitation. As a material inducement to the
Corporation to enter into this letter, you agree that at all times during the
term of your Employment hereunder and for a period of nine (9) months after
the termination of your Employment, you will not, in any way, directly or
indirectly, solicit, divert, or take away or attempt to solicit, divert, or
take away customers, the business of, or any of the donors of the Corporation
or its successors or assigns or any of its affiliates that dealt with the
Corporation or its successors or assigns or any of its affiliates during your
Employment.
You agree that during your Employment and for a period of nine (9) months after
the termination for any reason of your Employment, you will not in a geographic
area in which the Corporation or its successors or assigns or any of its
affiliates were conducting business during the term of your Employment or at the
date of termination thereof, directly, or indirectly through any means,
including a business entity in which you have an ownership interest, request or
induce any other employee of the Corporation or its affiliates or any donor to
the Corporation or its affiliates to terminate their relationship with the
Corporation or its affiliates and enter into a similar relationship with
another business entity engaged in a business similar to the Corporation's.
6. Miscellaneous.
a. Governing Law. This letter letter is to be governed by and interpreted
in accordance with the laws of the State of Georgia applicable to agreements
made and to be performed within that State except as provided herein.
b. No Attorney Provided. The Corporation advises you that it is not
providing legal advice in connection with your acceptance and execution hereof
and that, if you so elect, you should consult with an attorney prior to such
execution.
c. Affiliate. References to the "Corporation" hereunder shall include
"affiliates" thereof, as such term is defined in Rule 405 under the Securities
Act of 1933, as amended. The Corporation shall have the right to designate any
of its affiliates as your employer hereunder Serologicals, Inc., Seramune, Inc.,
or any affiliate of the Corporation.
d. Severability. If any provision of this letter Letter shall be
determined to be invalid, illegal or unenforceable in whole or in part, all
other provisions hereof shall remain in full force and effect to the fullest
extent permitted by law.
Please indicate your acceptance of this Offer Offer by signing in the space
provided below.
Very Truly yours,
SEROLOGICALS CORPORATION
By: /s/Xxxxxx X. Xxxxxx, Ph.D.
--------------------------
Xxxxxx X. Xxxxxx, Ph.D.
Title: President/CEO
ACKNOWLEDGED AND AGREED
this __30th____ day of September, 1996.
_/s/ Xxxxxxx Xxxxxx//______
Xxxxxxx Xxxxxx
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JOB DESCRIPTION
EXEMPT
DATE: August 30, 1996
JOB TITLE: VICE PRESIDENT, INTERNATIONAL DEVELOPMENT
DIVISION: SEROLOGICALS, INC.
DEPARTMENT: PRODUCT DEVELOPMENT
INCUMBENT: XXXXXXX XXXXXX
POSITION PURPOSE:
Manage the performance of Serologicals, Inc.'s product development division
through effective strategic planning, communication, policy formation,
delegation, and control.
ESSENTIAL JOB FUNCTIONS:
1. Assist President/CEO in developing and organizing the Corporation's product
development function in conjunction with remainder of Corporation's business
divisions.
2. Oversee and evaluate Corporation's product development operations to ensure
compliance with state and federal regulations and standard operating
procedures.
3. Assure Product Development department costs are in line with budget and
financial projections.
4. As required, provide management services to other departments and divisions.
5. Xxxxxx and evaluate the performance of the Product Development department
staff.
6. Employee will Assist in maintaining the established Quality System under
the ISO 9000 guidelines. The employee will also continue educating the
departmental staff members on the Company's Quality System and will
ensure that all operations in the department are within compliance.
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POSITION: VICE PRESIDENT, INTERNATIONAL DEVELOPMENT
ORGANIZATIONAL RELATIONSHIP:
__________
PRESIDENT
__________
|
|
|
__________________________________|_____________________________________________
| | | | | |
| | | | | |
| | | | | |
_____|_____ _____|_____ ______|____ _____|_____ _____|______ _____|_____
VP, Finance VP, VP VP, Sales VP VP
and Regulatory Operations and Int'l Healthcare
Admin. Affairs Marketing Development Services
___________ ___________ ___________ ___________ ____________ ___________
JOB SPECIFICATIONS:
1. Bachelors degree in a basic science (biology, chemistry, etc.). Experience
in Company's products and services.
2. Comprehensive working knowledge of Company's industry, general knowledge of
medical technology related to disease-state diagnosis and treatment.
3. Effective communications skills in dealing with peers, direct reports,
customers, regulatory officials, and medical professionals.
4. Demonstrated proficiency in identifying problems, implementing solutions and
motivating others to achieve established strategic goals. Strong customer
service orientation and interpersonal understanding.
PHYSICAL REQUIREMENTS:
1. Ability to travel via automobile and/or airplane.
2. Ability to articulate clearly and conduct oral presentations.
3. Occupational exposure to bloodborne pathogens.
I acknowledge by my signature below, that the duties listed on this job
description represent those tasks falling within my immediate responsibility.
I must inform my immediate supervisor and/or the Director, Human Resources,
should I have a significant change in duties or responsibilities after signing
this job description.
_/s/ Xxxxxxx Xxxxxx//_________________________ _9-30-96_________
Signature of Employee Date
/s/ Xxxxxx X. Xxxxxx, Ph.D.___________________ _9-27-96_________
Signature of Supervisor/Manager Date
/s/ Xxxxxx X. Xxxxxx__________________________ _9-26-96_________
Signature of Director, Human Resources Date
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