EMPLOYMENT AGREEMENT
DATE: December 17, 2004
PARTIES: Techne Corporation, a
Minnesota corporation
000 XxXxxxxx Xxxxx X.X.
Xxxxxxxxxxx, Xxxxxxxxx 00000
Xxxxxxx X. Xxxxxx
AGREEMENTS:
ARTICLE 1.
TERM OF EMPLOYMENT: DUTIES AND SUPERVISION
1.1) Parties. The parties to this Agreement are Xxxxxxx X. Xxxxxx
("Employee") and Techne Corporation ("Company"). As used herein, Company
refers to Techne Corporation and its subsidiaries including Research and
Diagnostic Systems, Inc. ("R&D"), unless specifically provided otherwise.
All of the rights and obligations created by this Agreement may be performed
by or enforced by or against the Company or R&D or other appropriate
subsidiary.
1.2) Term of Employment. The Company hereby employs Employee as Vice
President of Finance and Chief Financial Officer of the Company for the term
beginning December 17, 2004 and continuing through June 30, 2008 unless
employment terminates earlier as provided in Article 5 hereof.
1.3) Duties and Supervision. During the term of this Agreement,
Employee agrees to devote his full time and best efforts to the business and
affairs of the Company, and to perform such services and duties Employee may
from time to time be assigned by the Company, and specifically its President.
ARTICLE 2.
COMPENSATION
2.1) Salary. During the initial period of this Agreement (December 17,
2004 through June 30, 2005), the Company shall pay to Employee as base
compensation for services to be rendered hereunder an annual salary of
$220,000, to be paid bi-weekly or in accordance with the usual payroll
practices of the Company. Each subsequent fiscal year during the term of
Employee's employment by the Company, under this Agreement, Employee's salary
shall be reviewed but not reduced by the Compensation Committee of the
Company.
2.2) Management Incentive Bonus Plan. During each fiscal year of the
term of Employee's employment, Employee shall be eligible to earn a bonus
equal to 40%, as herein defined, of his base compensation. The performance
standards for earning such bonus shall be established annually by the
Compensation Committee of the Company and whether the standards have been met
shall be determined by the Compensation Committee but the eligibility for a
40% bonus shall not be amended during the term of this Agreement except with
the consent of Employee. At least one-half of such bonus shall be paid in
the form of stock options with an aggregate exercise price equal to such one-
half of the bonus amount. Such options are to be granted immediately after
the receipt of the Company's final audit report of the fiscal year and the
exercise price is to be based on the market price of the Company's Common
Stock at the close of the market on the day they are granted. The other one-
half of any bonus earned may be taken, at the election of the Employee,
either in cash or in additional stock options with an exercise price equal to
170% of such one-half of the bonus amount.
2.3) Other Employee Compensation and Benefits. In addition to the
compensation and benefits provided to Employee in Sections 2.1 and 2.2
hereof, Employee shall be entitled to participate in other employee
compensation and benefit plans from time to time established by the Company
and made available generally to all employees. Employee shall participate in
such compensation and benefit plans on an appropriate and comparable basis
determined by the Board of Directors by reference to all other employees
eligible for participation. With regard to all insured benefits to be
provided to Employee, benefits shall be subject to due application by
Employee, the Company has no obligation to pay insured benefits directly and
such benefits are payable to Employee only by the insurers in accordance with
their policies. Employee shall not be reimbursed for unused personal days or
sick days.
ARTICLE 3.
PAYMENT OF CERTAIN EXPENSES
3.1) Business Expenses. In order to enable Employee to better perform
the services required of him hereunder, the Company shall pay or reimburse
Employee for business expenses in accordance with policies to be determines
from time to time by the Board of Directors. Employee agrees to submit
documentation of such expenses as may be reasonably required by Company.
ARTICLE 4.
INVENTIONS, PROPRIETARY INFORMATION AND COMPETITION
4.1) Prior Agreement. Neither the execution of this Agreement nor any
provision in it shall be interpreted as rescinding or revoking the Employee
Agreement With Respect To Inventions, Proprietary Information, and Unfair
Competition previously entered into between the Company and Employee as of
December 17, 2004 (the "Prior Agreement"). The Company and Employee hereby
agree that the terms of such Prior Agreement shall apply to all businesses of
the Company, including not only business conducted by the Company but also to
business conducted through Techne or any subsidiary or venture of Techne now
existing or hereafter created. The termination of this Employment Agreement
shall not terminate Employee's obligations under the Prior Agreement.
ARTICLE 5.
TERMINATION
5.1) Events of Termination. Employee's employment shall terminate as
follows:
(A) By mutual written agreement of the parties;
(B) Upon death of Employee;
(C) Employee may terminate his employment at any time upon
written notice provided to the Board of Directors at least 90 days
prior to the effective date of termination.
(D) The Company may terminate Employee's employment as
follows:
(i) In the event of the merger, sale of the business,
or change in control of the Company, provided that the salary
and bonus continuation provisions of Article 6.1 of this
Agreement are met.
(ii) By written notice to Employee, the Company may
terminate Employee's employment immediately with cause. For
purposes of this Agreement, "cause" shall mean material
dishonesty or gross misconduct on the part of Employee in the
performance of Employee's duties hereunder, serious breach of
Company policies or failure on the part of Employee to
perform material duties assigned to Employee by the Company's
President or Board of Directors.
(iii) Upon the occurrence of physical or mental
disability of Employee to such an extent that Employee is
unable to carry on essential functions of Employee's
position, with or without reasonable accommodation, and such
inability continues for a period of three months.
5.2) Records and Files. In the event of termination of employment of
Employee hereunder, possession of each corporate file and record shall be
retained by the Company, and Employee or his heirs, assigns and legal
representatives shall have no right whatsoever in any such material,
information or property.
ARTICLE 6.
TERMINATION BENEFITS
6.1) Termination Benefits. In the event Employee's employment by the
Company is terminated by the Company or an acquirer of the Company, in
connection with a merger, sale or "change in control" of the Company or
Techne, Employee shall be paid at the time of such termination an amount
equal to the base salary and benefits which would otherwise have been paid
under the terms of this Agreement had this Agreement continued to be enforced
or, for twelve (12) months from the date of termination, whichever period is
longer. For purposes of this Section 6.1, "change in control" means the
acquisition in one or more transactions by a single party, or any number of
parties acting in concert, of a majority of the outstanding shares of voting
stock of the Company.
ARTICLE 7.
MODIFICATIONS
7.1 Modifications. Except as provided in Section 4.1 above, this
Agreement supersedes all prior agreements and understandings between the
parties relating to the employment of Employee by the Company and it may not
be changed or terminated orally. No modification, termination, or attempted
waiver of any of the provisions of this Agreement shall be valid unless in
writing signed by the party against whom the same is sought to be enforced.
ARTICLE 8.
GOVERNING LAW AND SEVERABILITY
8.1) Governing Law. The validity, enforceability, construction and
interpretation of this Agreement shall be governed by the laws of the State
of Minnesota.
8.2) Severability. If any term of its Agreement is deemed
unenforceable, void, voidable, or illegal, such enforceable, void, voidable
or illegal term shall be deemed severable from all other terms of this
Agreement which shall continue in full force and effect and the Company and
Employee expressly acknowledge that a court of competent jurisdiction may, at
Company's request, modify and thereafter enforce any of the terms,
conditions, and covenants contained in this Agreement.
ARTICLE 9.
BINDING EFFECT
9.1) Binding Effect. The breach by the Company of any other agreement
or instrument between the Company and Employee shall not excuse or waive
Employee's performance under, or compliance with, this Agreement. This
Agreement shall be assignable by the Company and shall be binding upon and
inure to the benefit of the Company, its successors and assigns, and
Employee, his heirs, and legal representatives The rights of Employee
hereunder are personal and may not be assigned or transferred except as may
be agreed to in writing by the Company.
ARTICLE 10.
ARBITRATION
10.1) Arbitration. Any dispute arising out of or relating to (i) this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, or (ii) Employee's application
or candidacy for employment, employment and/or termination of employment with
the Company including, but is not limited to, any and all disputes, claims or
controversies relating to discrimination, harassment, retaliation, wrongful
discharge, and any and all other claims of any type under any federal or
state constitution or any federal, state, or local statutory or common law
shall be discussed between the disputing parties in a good faith effort to
arrive at a mutual settlement of any such controversy. If, notwithstanding,
such dispute cannot be resolved, such dispute shall be settled by binding
arbitration. Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The arbitrator shall be a
retired state or federal judge or an attorney who has practiced securities or
business litigation for at least 10 years. If the parties cannot agree on an
arbitrator within 20 days, any party may request that the chief judge of the
District Court for Hennepin County, Minnesota, select an arbitrator.
Arbitration will be conducted pursuant to the provisions of this Agreement,
and the commercial arbitration rules of the American Arbitration Association,
unless such rules are inconsistent with the provisions of this Agreement, but
without submission of the dispute to such Association. Limited civil
discovery shall be permitted for the production of documents and taking of
depositions. Unresolved discovery disputes may be brought to the attention
of the arbitrator who may dispose of such dispute. The arbitrator shall have
the authority to award any remedy or relief that a court of this state could
order or grant; provided, however, that punitive or exemplary damages shall
not be awarded. The arbitrator may award to the prevailing party, if any, as
determined by the arbitrator, all of its costs and fees, including the
arbitrator's fees, administrative fees, travel expenses, out-of-pocket
expenses and reasonable attorneys' fees. Unless otherwise agreed by the
parties, the place of any arbitration proceedings shall be Hennepin County,
Minnesota. This agreement to arbitrate does not include worker's
compensation claims or claims for unemployment compensation.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
it to be dated as of the day and year first above written.
TECHNE CORPORATION
By /s/ Xxxxxx X. Xxxxx
Its President
"Company"
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
"Employee"
