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EXHIBIT 10.59
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of January 4, 2000 by and between GENE LOGIC INC., a Delaware corporation (the
"Company") and XXXXX X. XXXXXX, a New Jersey resident ("Xxxxxx").
RECITALS:
The Company desires to secure the services of Xxxxxx and Xxxxxx 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 Xxxxxx as a Senior Vice President of the
Company and Xxxxxx hereby accepts such employment and such positions. Xxxxxx
shall devote his full time, ability, attention, knowledge and skill to
performing all duties as Senior Vice President of the Company as lawfully
assigned or delegated to him by the President and Chief Operating Officer of the
Company.
2. Base Salary. In consideration for Xxxxxx'x services to the Company
during the term of his employment under this Agreement, Xxxxxx shall receive an
annual base salary of $260,000 during 2000, and thereafter in such amounts as
may be mutually agreed by the Company and Xxxxxx, but not less than $260,000.
Base salary shall be paid in equal, semi-monthly 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. Stock Options. The Company will grant 120,000 stock options to Xxxxxx
upon employment with the Company. On the date of your stock option grant, 20,000
of your stock options will vest. In addition, the remaining 100,000 options will
be subject to vesting at the rate of 1/48 each month for 48 months, beginning on
your date of hire. 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.
4. Additional Compensation and Benefits.
4.1 Annual Performance Bonus. During each calendar year while this
Agreement remains in force, commencing with 2000, Xxxxxx shall receive, in
addition to the base salary specified in Section 2 above, an annual performance
bonus divided into two parts--a guaranteed target amount of $90,000 and an
additional $150,000 based on achieving revenue goals as mutually agreed by
Xxxxxx and the President and Chief Operating Officer of the Company. Thereafter
any annual cash bonus shall be in such amount as may be mutually agreed by the
Company and Xxxxxx, but not less than $240,000.
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4.2 Medical Benefits, Vacation and Sick Leave. Xxxxxx 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-eight (28) days
of paid vacation per year and sick leave on the same basis as the Company's
other senior executives. This paid time off will be prorated depending on actual
start date to accrue at 2.33 days per month.
4.3 Pension Plan. Xxxxxx 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, Xxxxxx 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 provisions of Section 7, the term
of the employment engaged by this Agreement shall be a period of four (4) years
commencing on the mutually agreed upon start date and ending four (4) years
later, 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 Xxxxxx, if at any time, in the reasonable
opinion of the Company's Board of Directors, (a) Xxxxxx commits any material act
of dishonesty, fraud or 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 Xxxxxx in the event of termination of Xxxxxx'x employment
under this Subsection 7.1 shall be limited to the payment of Xxxxxx'x salary and
benefits through the effective date of termination.
7.2 Without Cause. Upon any termination of this Agreement without
cause by the Company, the Company shall pay to Xxxxxx as severance pay an amount
equal to six (6) months of Xxxxxx'x annualized base salary for that calendar
year during which the termination becomes effective, in addition to such other
compensation to which Xxxxxx may be entitled prior to the date of termination.
7.3 By Xxxxxx. Xxxxxx 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 Xxxxxx in the event of termination of Xxxxxx'x
employment under this Subsection 7.3 shall be limited to the payment of Xxxxxx'x
salary and benefits through the effective date of termination and the provisions
of Subsection 7.2 shall not apply.
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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 Xxxxxx 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 Costs 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.
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.
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
To Xxxxxx: Xxxxx X. Xxxxxx
0 Xxxxxx Xxx
Xxxx Xxxxxx, 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.
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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. Xxxxxx
a Delaware corporation --------------------
Xxxxx X. Xxxxxx
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President and Chief Operating Officer
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