EXHIBIT 10.23
BioSource International, Inc.
000 Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
September 18, 2000
PRIVATE AND CONFIDENTIAL
Xx. Xxxxxx Xxxxxx
000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xxxxxx:
Reference is made to that certain letter agreement dated August 18, 2000 (signed
by you on September 5, 2000) between and among BioSource International, Inc.
("BioSource"), you and Genstar Capital, LLC. For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree that the first full paragraph appearing on the top of page 3 of
the letter agreement is hereby amended to read as follows:
Should there be a "change of control," all stock options that have been
granted to you will vest immediately. If you are terminated for any reason
other than for cause you will receive one year's salary and health care
benefits over the regular pay period.
A "change of control" means (i) any person or entity (or group of related
persons or entities acting in concert) unaffiliated with Genstar Capital
LLC ("Genstar") shall acquire shares of capital stock of the Company
entitled to exercise 40% or more of the total voting power represented by
all shares of capital stock of the Company then outstanding; or (ii) the
Company shall enter into an agreement to sell or otherwise transfer all or
substantially all of its assets or enter into an agreement to merge,
consolidate or reorganize with any other corporation or entity, as the
result of which less than 60% of the total voting power represented by the
capital stock or other equity interests of the corporation or entity to
which the Company's assets are sold or transferred or surviving such
merger, consolidation or reorganization shall be held by the persons and
entities who were holders of common stock of the Company on the date
immediately prior to such transaction; or (iii) the Company shall issue to
a party or parties unaffiliated with Genstar Capital LLC ("Genstar")
otherwise than on a pro rata basis additional shares of capital stock
representing (after giving effect to such issuance) more than 40% of the
total voting power of the Company; or (iv) the persons who were the
directors of the Company as of September 18, 2000 shall cease to comprise a
majority of the Board of Directors of the Company.
"For cause" means delivery of written notice of termination by the Company
"for cause," by reason of: (i) any act or omission knowingly undertaken or
omitted by you with the intent of causing damage to the Company, its
properties, assets or business or its stockholders, officers, directors or
employees; (ii) any act by you involving a material personal profit to you,
including, without limitation, any fraud, misappropriation or embezzlement,
involving properties, assets or funds of the Company or any of its
subsidiaries; (iii) your consistent failure to perform your normal duties
or any obligation to the Company, as directed by the Chief Executive
Officer; (iv) your conviction of, or pleading nolo contendere to, (A) any
crime or offense involving monies or other property of the Company; (B) any
felony offense; or (C) any crime of moral turpitude; or (v) your chronic or
habitual use of drugs or consumption of alcoholic beverages.
In all other respects, the letter agreement shall remain unchanged.
Sincerely,
BIOSOURCE INTERNATIONAL, INC.
/s/ Xxxx-Xxxxxx X. Xxxxx
----------------------------
Xxxx-Xxxxxx X. Xxxxx
Director
Accepted this 18th day of September, 2000 Accepted this 18th day of September,
2000
/s/ Xxxx-Xxxxxx X. Xxxxx /s/ Xxxxxx Xxxxxx
---------------------------- ---------------------------------
Xxxx-Xxxxxx X. Xxxxx Xxxxxx Xxxxxx
Managing Director
Genstar Capital, LLC
