Exhibit 10.15
STRATEGIC DIAGNOSTICS INC.
000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-1147
December 30, 1996
Xx. Xxxxxx X. Xxxxx
c/o Strategic Diagnostics Inc.
000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Dear Xx. Xxxxx:
This letter sets forth the. agreement between you and Strategic
Diagnostics Inc. (formerly named EnSys Environmental Products, Inc.
("Company")) regarding your continued role in the Company following today's.
consummation of the Company's merger with Strategic Diagnostics Inc.
We have agreed that, effective today, you will cease serving the company
as President and Chief Executive officer and that, pursuant to action
previously taken by the. Company's Board of Directors, you will become
Chairman of the Company's Board of Directors to serve at the will of the
Board in accordance with the Bylaws. In addition to the duties set forth in
the Bylaws. you will assist the Company in investor relations matters,
including providing counsel as to public statements, relationships with the
investment community and presentations to analysts, and as to such other
matters as you agree to undertake at the request of the Board. While you
will remain an employee of the Company, this position will not require your
full working time and attention, and you will be free to pursue other
employment if you wish.
As compensation for the services described above, you will receive
salary at the rate of $200,000 per year, subject to an annual increase as
determined by the compensation Committee of the Board of Directors. Forty
percent (40%) of your salary shall be payable in periodic installments in
accordance with the Company's usual practice for its senior executives.
Each month, you will provide the Board with a written summary of your
activities as Chairman. To the extent that the services described in your
summary occupied more than eight days during the month (representing an
average of two days out of each of four five-day work weeks), you will be
entitled to an additional pro rata portion of your salary.
As Chairman, you also will be entitled to (i) to continue to participate
in any and all employee benefit plans, medical insurance plans, life
insurance plans, disability income plans, retirement plans and other benefit
plans from time to time in effect for senior executives of the Company, (ii)
to receive fringe benefits ordinarily and customarily provided by the
Company to its senior officers, and (iii) to receive prompt reimbursement
for all travel and other business expenses incurred by you in the
performance of your duties and responsibilities.
As further compensation, you have been granted effective today, an
option in the form attached to purchase 100,000 shares of the Company's
common stock under the Company's 1995 Stock Incentive Plan at an exercise
price equal to today's fair market value. The grant of an option pursuant
to this paragraph shall be without prejudice to further grants to you in the
future under any plan adopted by the Company.
We also have agreed that the Employment Agreement between you and the
Company dated April 11, 1995 will terminate today and that you will be
entitled to receive the benefits described in Section 6(e)(i)-(iv) of that
Agreement in addition to the compensation and benefits described above. The
Company shall not be entitled to any set-off against, or reduction of, such
amounts for any reason whatsoever.
The Company shall reimburse up to $5,000 of documented attorneys' fees
and disbursements incurred by you in connection with the preparation and
negotiation of this Agreement. This paragraph does not extend to
reimbursement of attorneys' fees and disbursement associated with any
amendment or termination of this Agreement or any other matter.
Very truly yours,
STRATEGIC DIAGNOSTICS INC.
(formerly named ENSYS
ENVIRONMENTAL PRODUCTS, INC.)
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Director
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Xxxxxx and accepted as of
the date first above written:
/s/Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx
