EXHIBIT 10.1
RESTATED EMPLOYMENT AGREEMENT
THIS RESTATED EMPLOYMENT AGREEMENT, made and entered into as of October 15,
1999 (the "EFFECTIVE DATE"), by and between Lexicon Genetics Incorporated, a
Delaware corporation (hereafter "COMPANY"), and Xxxxxx X. Xxxxx, M.D., Ph.D.
(hereafter "Executive"), an individual and resident of Xxxxxxxxxx County, Texas.
WITNESSETH:
WHEREAS, Company wishes to secure the services of the Executive subject to
the terms and conditions hereafter set forth; and
WHEREAS, the Executive is willing to enter into this Agreement upon the
terms and conditions hereafter set forth,
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto agree as follows:
1. EMPLOYMENT. During the Employment Period (as defined in Section 4
hereof), the Company shall employ Executive, and Executive shall serve, as
President and Chief Executive Officer and as a member of the Company's Board of
Directors ("BOARD"). Executive's principal place of employment shall be at the
Company's principal corporate offices in The Woodlands, Texas, or at such other
location for the Company's principal corporate offices during the Employment
Period.
2. DUTIES AND RESPONSIBILITIES OF EXECUTIVE.
(a) During the Employment Period, Executive shall devote his services
full time to the business of the Company and its Affiliates (as defined
below), and perform the duties and responsibilities assigned to him by the
Board to the best of his ability and with reasonable diligence. Executive
agrees to cooperate fully with the Board, and other executive officers of
the Company, and not to engage in any activity which conflicts with or
interferes with the performance of his duties hereunder. During the
Employment Period, Executive shall devote his best efforts and skills to
the business and interests of Company, do his utmost to further enhance and
develop Company's best interests and welfare, and endeavor to improve his
ability and knowledge of Company's business, in an effort to increase the
value of his services for the mutual benefit of the parties hereto. During
the Employment Period, it shall not be a violation of this Agreement for
Executive to (1) serve
Initials: ________
Initials: ________
on any corporate board or committee thereof with the approval of the Board,
(2) to serve on any civic, or charitable boards or committees (except for
boards or committees of a Competing Business (as defined in Section 11)
unless approved by the Board), (3) deliver lectures, fulfill teaching or
speaking engagements, or (4) manage personal investments; provided,
however, any such activities must not materially interfere with performance
of Executive's responsibilities under this Agreement.
For purposes of this Agreement, "AFFILIATE" means any entity which
owns or controls, is owned or controlled by, or is under common ownership
or control with, the Company.
(b) Executive represents and covenants to Company that he is not
subject or a party to any employment agreement, noncompetition covenant,
nondisclosure agreement, or any similar agreement, covenant, understanding,
or restriction that would prohibit Executive from executing this Agreement
and fully performing his duties and responsibilities hereunder, or would in
any manner, directly or indirectly, limit or affect the duties and
responsibilities that may now or in the future be assigned to Executive
hereunder.
3. COMPENSATION.
(a) During the Employment Period, the Company shall pay to Executive
an annual base salary of $200,000, in consideration for his services under
this Agreement, payable on a pro rata basis in not less than monthly
installments, in conformity with the Company's customary payroll practices
for executive salaries. Executive's base salary shall be subject to review
at least annually, and such salary may be adjusted, depending upon the
performance of the Company and Executive, upon the recommendation of the
Compensation Committee of the Board (the "COMPENSATION COMMITTEE"). All
salary, bonus and other compensation payments hereunder shall be subject to
all applicable payroll and other taxes.
(b) As promptly as practicable after the end of each Bonus Year during
the Employment Period, the Compensation Committee shall determine whether
Executive is entitled to a bonus based on the attainment of performance
goals during the Bonus Year then ended. The term "Bonus Year" refers to the
12-month period beginning on October 1 and ending on September 30, with the
first Bonus Year beginning on October 1, 1998 and ending on September 30,
1999. Effective for the Bonus Year beginning October 1, 1998, and for each
Bonus Year thereafter during the Employment Period, the Compensation
Committee shall establish certain performance goals for the Company and the
Executive and a targeted annual bonus amount (which annual target bonus
shall not exceed $50,000 unless otherwise determined by the Compensation
Committee in its discretion). The target bonus shall be paid to Executive
within 30 days after completion of the Company's financial statements for
the applicable Bonus Year (but in no event later than 120 days after the
end of such Bonus Year unless otherwise agreed by Executive) based on the
extent to which the performance
Initials: ________
Initials: ________
2
goals and objectives, in the judgment of the Compensation Committee, for
the Bonus Year have been achieved. The full amount of the target bonus
shall be paid if substantially all of the designated performance goals and
objectives have been achieved for the Bonus Year; if not, the Compensation
Committee, in its discretion exercised in good faith, may award a target
bonus to Executive in an amount less than the full target bonus for that
Bonus Year. The Compensation Committee may also award additional bonuses or
other compensation to Executive at any time in its complete discretion.
4. TERM OF EMPLOYMENT. Executive's initial term of employment with the
Company under this Agreement shall be for the four-year period beginning on the
Effective Date and ending at midnight (CST) on December 31, 2002, unless Notice
of Termination pursuant to Section 7 is given by either the Company or Executive
to the other party. The Company and Executive shall each have the right to give
Notice of Termination at will, with or without cause, at any time, subject to
the terms and conditions of this Agreement regarding the rights and duties of
the parties upon termination of employment. The term of employment hereunder
ending on December 31, 2002, shall be referred to herein as the "INITIAL TERM OF
EMPLOYMENT." On December 31, 2002 and on December 31st of each succeeding year
(each such date being referred to as a "RENEWAL DATE"), this Agreement shall
automatically renew and extend for a period of one (1) additional year (the
"RENEWAL TERM") unless written notice of nonrenewal is delivered from one party
to the other at least ninety (90) days prior to the relevant Renewal Date or,
alternatively, the parties may mutually agree to voluntarily enter into a new
employment agreement at any time. The period from the Effective Date through the
date of Executive's termination of employment at any time for whatever reason
shall be referred to herein as the "EMPLOYMENT PERIOD."
5. BENEFITS. Subject to the terms and conditions of this Agreement, during
the Employment Period, Executive shall be entitled to the following:
(a) REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall pay or
reimburse Executive for all reasonable travel, entertainment and other
expenses paid or incurred by Executive in performing his business
obligations hereunder. Executive shall provide substantiating documentation
for expense reimbursement requests as reasonably required by the Company.
(b) BENEFITS. Executive shall be entitled to and shall receive all
other benefits and conditions of employment available generally to
executives of the Company pursuant to Company plans and programs,
including, but not limited to, group health insurance benefits, dental
benefits, life insurance benefits, disability benefits, and pension and
retirement benefits. The Company shall not be obligated to institute,
maintain, or refrain from changing, amending, or discontinuing, any such
employee benefit program or plan, so long as such actions are similarly
applicable to covered executives generally.
Initials: ________
Initials: ________
3
Notwithstanding the previous paragraph, Company shall provide
Executive with long-term disability ("LTD") insurance coverage, at no cost
to Executive, that provides income replacement benefits to Executive, if he
should incur a long-term disability covered under such policy, in an amount
at least equal to 60% of his base salary at the time of such disability,
which benefits shall begin after a waiting period that does not exceed six
months. The income replacement benefits described in the previous sentence
shall remain payable at least until Executive attains the age of 65
provided that he remains unable to perform the essential functions of his
occupation for the Company during such period. To the extent that the
Company's LTD policy which covers employees generally does not provide
sufficient coverage to Executive, as described in the previous sentence,
Company agrees to purchase a supplemental LTD policy for Executive from a
reputable insurer and to pay the premiums on Executive's behalf during the
Employment Period.
Notwithstanding the first paragraph of this Section 5(b), the Company
shall pay for term life insurance coverage on Executive's life, with the
beneficiary(ies) thereof designated by Executive, with a death benefit in
an amount not less than twice Executive's base salary (pursuant to Section
3(a)) as such base salary is set on each January 1 during the Employment
Period. Upon request, Executive agrees to take any physical exams, and to
provide such information, which are reasonably necessary or appropriate to
secure or maintain such term life insurance coverage.
(c) [INTENTIONALLY OMITTED]
(d) PAID VACATION. Executive shall be entitled to a paid annual
vacation of four (4) weeks. Vacation time may be accumulated and carried
over by Executive into any subsequent year(s); provided, however, Executive
shall not be permitted to accumulate more than eight weeks of accrued and
unused vacation. In addition, the Executive shall be allowed up to ten (10)
days each year to attend professional continuing education meetings or
seminars; provided, that attendance at such meetings or seminars shall be
planned for minimum interference with the Company's business.
6. RIGHTS AND PAYMENTS UPON TERMINATION. Executive's right to compensation
and benefits for periods after the date on which his employment with the Company
and its Affiliates (as defined in Section 2) terminates for whatever reason (the
"TERMINATION DATE") shall be determined in accordance with this Section 6.
(a) ACCRUED SALARY AND VACATION PAYMENTS. Executive shall be entitled
to the following payments under this Section 6(a) regardless of the reason
for termination, in addition to any payments or benefits to which the
Executive is entitled under the terms of any employee benefit plan or the
provisions of Section 6(b):
Initials: ________
Initials: ________
4
(1) his accrued but unpaid salary through his Termination Date;
and
(2) his accrued but unpaid vacation pay for the period ending on
his Termination Date in accordance with Section 5(d) above.
(b) SEVERANCE PAYMENT.
(1) At any time prior to a Change in Control (as defined below),
in the event that:
(A) Executive's employment hereunder is terminated by the
Company at any time for any reason except (i) for Cause (as
defined below) or (ii) due to Executive's death or
Disability (as defined below);
(B) Executive terminates his own employment hereunder for
Good Reason (as defined below); or
(C) Company terminates Executive's employment through notice
of nonrenewal as of the end of the Initial Term of
Employment (pursuant to Section 4) or any one-year Renewal
Term,
then, in any such event, Executive shall be entitled to receive, and
the Company shall be obligated to pay, Executive's base salary under
Section 3(a) (without regard to any bonuses or extraordinary
compensation) then being paid to him on the Termination Date as salary
continuation (pursuant to the Company's normal payroll procedures) for
a period of twelve (12) consecutive months following the Termination
Date. In the event of Executive's death during such salary
continuation period, the Company shall pay, within 60 days of
Executive's death, a lump sum equal to the present value of all
remaining payments (using a 5% interest discount rate) to the
Executive's surviving spouse, if any, or if there is no surviving
spouse, to Executive's estate.
(2) At any time after a Change in Control (as defined below), in
the event that:
(A) Executive's employment hereunder is terminated by the
Company at any time for any reason except (i) for Cause (as
defined below) or (ii) due to Executive's death or
Disability (as defined below);
Initials: ________
Initials: ________
5
(B) Executive terminates his own employment hereunder for
Good Reason (as defined below in this Section 6(c); or
(C) the Company terminates Executive's employment through
notice of nonrenewal as of the end of the Initial Term of
Employment (pursuant to Section 4) or any one-year Renewal
Term,
then, in any such event, Executive shall be entitled to receive, and
the Company shall be obligated to pay, Executive's base salary under
Section 3(a) (without regard to any bonuses or extraordinary
compensation except as provided below in this paragraph) then being
paid to him on the Termination Date as salary continuation (pursuant
to the Company's normal payroll procedures) for a period of twelve
(12) consecutive months following the Termination Date, plus an
additional single sum payment equal to Executive's full target bonus
(pursuant to Section 3(b)) for the Bonus Year in which the termination
occurred which shall be payable within 30 days from the Termination
Date. In the event of Executive's death during such salary
continuation period, the Company, within 60 days of Executive's death,
shall pay a lump sum equal to the present value of all remaining
payments (using a 5% interest discount rate) to the Executive's
surviving spouse, if any, or if there is no surviving spouse, to
Executive' estate.
(3) Except as otherwise specifically provided in this Section
6(b), severance payments shall be in addition to, and shall not reduce
or offset, any other payments that are due to Executive from the
Company (or any other source) or under any other agreements, except
that severance payments hereunder shall offset any severance benefits
otherwise due to Executive under any severance pay plan or program
maintained by the Company that covers its employees generally. The
provisions of this Section 6(b) shall supersede any conflicting
provisions of this Agreement but shall not be construed to curtail,
offset or limit Executive's rights to any other payments, whether
contingent upon a Change in Control (as defined below) or otherwise,
under this Agreement or any other agreement, contract, plan or other
source of payment.
(4) A "CHANGE IN CONTROL" of the Company shall be deemed to have
occurred if any of the following shall have taken place: (A) any
"person" (as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange Act")) other than
Xxxxxx Xxxx and his Affiliates (defined below), taken together, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), or any successor provisions thereto, directly or
indirectly, of securities of the Company representing thirty-five
percent (35%) or more of the combined voting power of the Company's
then-outstanding voting securities; (B) the
Initials: ________
Initials: ________
6
approval by the stockholders of the Company of a reorganization,
merger, or consolidation, in each case with respect to which persons
who were stockholders of the Company immediately prior to such
reorganization, merger, or consolidation do not, immediately
thereafter, own or control more than fifty percent (50%) of the
combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated Company's then
outstanding securities in substantially the same proportion as their
ownership of the Company's outstanding voting securities prior to such
reorganization, merger or consolidation; (C) a liquidation or
dissolution of the Company or the sale of all or substantially all of
the Company's assets; (D) in the event any person is elected by the
stockholders of the Company to the Board who has not been nominated
for election by a majority of the Board or any duly appointed
committee thereof; or (E) following the election or removal of
directors, a majority of the Board consists of individuals who were
not members of the Board two (2) years before such election or
removal, unless the election of each director who is not a director at
the beginning of such two-year period has been approved in advance by
directors representing at least a majority of the directors then in
office who were directors at the beginning of the two-year period. The
Board, in its discretion, may deem any other corporate event affecting
the Company to be a "Change in Control" hereunder.
An "AFFILIATE" of Xxxxxx Xxxx shall include (1) any person or
entity directly or indirectly controlling or controlled by or under
direct or indirect common control with Xxxxxx Xxxx, (2) any spouse,
immediate family member or relative of Xxxxxx Xxxx, (3) any trust in
which Xxxxxx Xxxx or any person described in clause (2) above has a
beneficial interest, and (4) any trust established by Xxxxxx Xxxx or
any person described in clause (2) above, whether or not such person
has a beneficial interest in such trust. For purposes of this
definition of "Affiliate," the term "control" means the power to
direct the management and policies of a person, directly or through
one or more intermediaries, whether through the ownership of voting
securities by contract, or otherwise.
(5) "DISABILITY" means a permanent and total disability which
entitles Executive to disability income payments under the Company's
long-term disability plan or policy as then in effect which covers
Executive pursuant to Section 5(b). If Executive is not covered under
the Company's long-term disability plan or policy at such time for
whatever reason or under a supplemental LTD policy provided by the
Company, then the term "Disability" hereunder shall mean a "permanent
and total disability" as defined in Section 22(e)(3) of the Code and,
in this case, the existence of any such Disability shall be certified
by a physician acceptable to both the Company and Executive. In the
event that the parties are not able to agree on the choice of a
physician, each shall select a physician who, in turn, shall select a
third
Initials: ________
Initials: ________
7
physician to render such certification. All costs relating to the
determination of whether Executive has incurred a Disability shall be
paid by the Company.
(6) "CODE" means the Internal Revenue Code of 1986, as amended.
References in this Agreement to any Section of the Code shall include
any successor provisions of the Code or its successor.
(7) "CAUSE" means a termination of employment directly resulting
from (1) the Executive having engaged in intentional misconduct
causing a material violation by the Company of any state or federal
laws, (2) the Executive having engaged in a theft of corporate funds
or corporate assets or in a material act of fraud upon the Company,
(3) an act of personal dishonesty taken by the Executive that was
intended to result in personal enrichment of the Executive at the
expense of the Company, (4) Executive's final conviction (or the entry
of a plea of nolo contendere or equivalent plea) in a court of
competent jurisdiction of a felony, or (5) a breach by the Executive
during the Employment Period of the provisions of Sections 9, 10, and
11 hereof, if such breach results in a material injury to the Company.
For purposes of this definition of "Cause", the term "Company" shall
mean the Company or any of its Affiliates (as defined in Section 2).
(8) "GOOD REASON" means the occurrence of any of the following
events without Executive's express written consent:
(A) Before a Change in Control (as defined in Section
6(b)(4)), a five percent (5%) or greater reduction in Executive's
annual base salary unless any such greater reduction is (i)
applied across the board to the other senior officers of the
Company or (ii) specifically agreed to in writing by Executive
or, after a Change in Control, any reduction in Executive's base
salary unless agreed to in writing by Executive, provided that in
either event Executive specifically terminates his employment for
Good Reason hereunder within 120 days from the date that he has
actual notice of such reduction; or
(B) Before or after a Change in Control, any breach by the
Company of any material provision of this Agreement, provided
that Executive specifically terminates his employment for Good
Reason hereunder within 120 days from the date that he has actual
notice of such material breach; or
(C) Before or after a Change in Control, for any reason
except on account of Executive's Disability (as defined above), a
substantial and adverse change in the Executive's duties,
control, authority, status or
Initials: ________
Initials: ________
8
position, or the assignment to the Executive of any duties or
responsibilities which are materially inconsistent with such
status or position, or a material reduction in the duties and
responsibilities exercised by Executive, or a loss of title, loss
of office, loss of significant authority, power or control, or
any removal of Executive from, or any failure to reappoint or
reelect him to, his CEO or Board membership positions stated in
Section 1; provided that Executive specifically terminates his
employment for Good Reason hereunder within 120 days from the
date that he has actual notice of such action; or
(D) Only after a Change in Control (as defined in Section
6(b)), any of the following events will constitute Good Reason,
provided that Executive specifically terminates his employment
for Good Reason hereunder within six (6) months following his
receipt of actual notice of an event listed below:
(i) the failure by the Company or its successor to
expressly assume and agree to continue and perform this
Agreement in the same manner and to the same extent that the
Company would be required to perform if such Change in
Control had not occurred;
(ii) the Company or its successor fails to continue in
effect any pension, medical, health-and-accident, life
insurance, or disability income plan or program in which
Executive was participating at the time of the Change in
Control (or replacement plans or programs providing
Executive with substantially similar benefits), or the
taking of any action by the Company or its successor that
would adversely affect Executive's participation in or
materially reduce his benefits under any such plan or
program that was enjoyed by him immediately prior to the
Change in Control unless the Company or its successor
provides a replacement plan or program with substantially
similar benefits.
Notwithstanding the preceding provisions of this Section 6(b)(8), if
Executive desires to terminate his employment for Good Reason, he shall
first give written notice of the facts and circumstances providing the
basis for Good Reason to the Board or the Compensation Committee, and allow
the Company thirty (30) days from the date of such notice to remedy, cure
or rectify the situation giving rise to Good Reason to the reasonable
satisfaction of Executive.
7. NOTICE OF TERMINATION. Any termination by the Company or the Executive
shall be communicated by Notice of Termination to the other party hereto. For
purposes of this Agreement, the term "NOTICE OF TERMINATION" means a written
notice that indicates the specific termination
Initials: ________
Initials: ________
9
provision of this Agreement relied upon and sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated.
8. NO MITIGATION REQUIRED. Executive shall not be required to mitigate the
amount of any payment provided for under this Agreement by seeking other
employment or in any other manner.
9. CONFLICTS OF INTEREST.
(a) In keeping with his fiduciary duties to Company, Executive hereby
agrees that he shall not become involved in a conflict of interest, or upon
discovery thereof, allow such a conflict to continue at any time during the
Employment Period. Moreover, Executive agrees that he shall immediately
disclose to the Board any facts which might involve a conflict of interest
that has not been approved by the Board.
(b) Executive and Company recognize and acknowledge that it is not
possible to provide an exhaustive list of actions or interests which may
constitute a "conflict of interest." Moreover, Company and Executive
recognize there are many borderline situations. In some instances, full
disclosure of facts by the Executive to the Board may be all that is
necessary to enable Company to protect its interests. In others, if no
improper motivation appears to exist and Company's interests have not
demonstrably suffered, prompt elimination of the outside interest may
suffice. In other serious instances, it may be necessary for the Company to
terminate Executive's employment for Cause (as defined in Section 6(b)).
The Board reserves the right to take such action as, in its good faith
judgment, will resolve the conflict of interest.
(c) Executive hereby agrees that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly
commercial activities, which interest might adversely affect the Company or
any of its Affiliates (as defined in Section 2), involves a possible
conflict of interest. Circumstances in which a conflict of interest on the
part of Executive would or might arise, and which must be reported
immediately to the Board, include, but are not limited to, any of the
following:
(1) Ownership by the Executive and his immediate family members
of more than a two percent (2%) interest, on an aggregated basis, in
any lender, supplier, contractor, customer or other entity with which
Company or any of its Affiliates does business;
Initials: ________
Initials: ________
10
(2) Misuse of information, property or facilities to which
Executive has access in a manner which is demonstrably and materially
injurious to the interests of Company or any of its Affiliates,
including its business, reputation or goodwill; or
(3) Materially trading in products or services connected with
products or services designed or marketed by or for the Company or any
of its Affiliates.
10. CONFIDENTIAL INFORMATION.
(a) NON-DISCLOSURE OBLIGATION OF EXECUTIVE. For purposes of this
Section 10, all references to Company shall mean and include its Affiliates
(as defined in Section 2). Executive hereby acknowledges, understands and
agrees that all Confidential Information, as defined in Section 10(b),
whether developed by Executive or others employed by or in any way
associated with Executive or Company, is the exclusive and confidential
property of Company and shall be regarded, treated and protected as such in
accordance with this Agreement. Executive acknowledges that all such
Confidential Information is in the nature of a trade secret. Failure to
xxxx any writing confidential shall not affect the confidential nature of
such writing or the information contained therein.
(b) DEFINITION OF CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL
INFORMATION" shall mean information, whether or not originated by
Executive, which is used in Company's business and (1) is proprietary to,
about or created by Company; (2) gives Company some competitive business
advantage or the opportunity of obtaining such advantage, or the disclosure
of which could be detrimental to the interests of Company; (3) is
designated as Confidential Information by Company, known by the Executive
to be considered confidential by Company, or from all the relevant
circumstances considered confidential by Company, or from all the relevant
circumstances should reasonably be assumed by Executive to be confidential
and proprietary to Company; or (4) is not generally known by non-Company
personnel. Such Confidential Information includes, but is not limited to,
the following types of information and other information of a similar
nature (whether or not reduced to writing or designated as confidential):
(1) Work product resulting from or related to the research,
development or production of the programs of the Company including,
without limitation, OmniBank(TM), homologous recombination, DNA
sequencing, phenotypic analysis, drug target validation and drug
discovery;
(2) Internal Company personnel and financial information, vendor
names and other vendor information (including vendor characteristics,
services and agreements), purchasing and internal cost information,
internal service and
Initials: ________
Initials: ________
11
operational manuals, and the manner and methods of conducting
Company's business;
(3) Marketing, partnering and business and development plans,
price and cost data, price and fee amounts, pricing and billing
policies, quoting procedures, marketing techniques and methods of
obtaining business, forecasts and forecast assumptions and volumes,
and future plans and potential strategies of the Company which have
been or are being discussed; and
(4) Business acquisition and other business opportunities.
(c) EXCLUSIONS FROM CONFIDENTIAL INFORMATION. The term "CONFIDENTIAL
INFORMATION" shall not include information publicly known other than as a
result of a disclosure by Executive in breach of Section 10(a), and the
general skills and experience gained during Executive's work with the
Company which Executive could reasonably have been expected to acquire in
similar work with another company.
(d) COVENANTS OF EXECUTIVE. As a consequence of Executive's
acquisition or anticipated acquisition of Confidential Information,
Executive shall occupy a position of trust and confidence with respect to
Company's affairs and business. In view of the foregoing and of the
consideration to be provided to Executive, Executive agrees that it is
reasonable and necessary that Executive make the following covenants:
(1) At any time during the Employment Period and within ten (10)
years after the Employment Period, Executive shall not disclose
Confidential Information to any person or entity, either inside or
outside of Company, other than as necessary in carrying out duties on
behalf of Company, without obtaining Company's prior written consent
(unless such disclosure is compelled pursuant to court order or
subpoena, and at which time Executive gives notice of such proceedings
to Company), and Executive will take all reasonable precautions to
prevent inadvertent disclosure of such Confidential Information. This
prohibition against Executive's disclosure of Confidential Information
includes, but is not limited to, disclosing the fact that any
similarity exists between the Confidential Information and information
independently developed by another person or entity, and Executive
understands that such similarity does not excuse Executive from
abiding by his covenants or other obligations under this Agreement.
(2) At any time during or after the Employment Period, Executive
shall not use, copy or transfer Confidential Information other than as
necessary in carrying out his duties on behalf of Company, without
first obtaining Company's prior written consent, and will take all
reasonable precautions to prevent inadvertent use, copying
Initials: ________
Initials: ________
12
or transfer of such Confidential Information. This prohibition against
Executive's use, copying, or transfer of Confidential Information
includes, but is not limited to, selling, licensing or otherwise
exploiting, directly or indirectly, any products or services
(including databases, written documents and software in any form)
which embody or are derived from Confidential Information, or
exercising judgment in performing analyses based upon knowledge of
Confidential Information.
(e) RETURN OF CONFIDENTIAL MATERIAL. Executive shall promptly turn
over to the person designated by the Board all originals and copies of
materials containing Confidential Information in the Executive's
possession, custody, or control upon request or upon termination of
Executive's employment with Company. Executive agrees to attend a
termination interview with the person or persons designated by the Board in
the Company's offices for a reasonable time period. The purposes of the
termination interview shall be (1) to confirm turnover of all Confidential
Information, (2) discuss any questions Executive may have about his
continuing obligations under this Agreement, (3) answer questions related
to his duties and on-going projects to allow a temporary or permanent
successor to obtain a better understanding of the employment position, (4)
confirm the number of any outstanding stock options, or other long-term
incentive awards, and their vested percentages and other terms and
conditions, and (5) any other topics relating to the business affairs of
Company or its Affiliates as determined by the Company.
(f) INVENTIONS. Any and all inventions, products, discoveries,
improvements, copyrightable or patentable works or products, trademarks,
service marks, ideas, processes, formulae, methods, designs, techniques and
trade secrets (collectively hereinafter referred to as "INVENTIONS") made,
developed, conceived or resulting from work performed by Executive (alone
or in conjunction with others, during regular hours of work or otherwise)
while he is employed by Company and which may be directly or indirectly
useful in, or related to, the business of Company (including, without
limitation, research and development activities of Company), or which are
made using any equipment, facilities, Confidential Information, materials,
labor, money, time or other resources of Company, shall be promptly
disclosed by Executive to the person or persons designated by the Board,
shall be deemed Confidential Information for purposes of this Agreement,
and shall be Company's exclusive property. Executive shall, upon Company's
reasonable request during or after the Employment Period, execute any
documents and perform all such acts and things which are necessary or
advisable in the opinion of Company to cause issuance of patents to, or
otherwise obtain recorded protection of right to intellectual property for,
Company with respect to Inventions that are to be Company's exclusive
property under this Section 10, or to transfer to and vest in Company full
and exclusive right, title and interest in and to such Inventions;
provided, however, that the expense of securing any such protection of
right to Inventions shall be borne by Company. In addition, during or after
the Employment Period, Executive shall, at Company's expense, reasonably
assist the Company in any reasonable and
Initials: ________
Initials: ________
13
proper manner in enforcing any Inventions which are to be or become
Company's exclusive property hereunder against infringement by others.
Executive shall keep confidential and will hold for Company's sole use and
benefit any Invention that is to be Company's exclusive property under this
Section 10 for which full recorded protection of right has not been or
cannot be obtained.
(g) PROPERTY RIGHTS. In keeping with his fiduciary duties to Company,
Executive hereby covenants and agrees that during his Employment Period,
and for a period of three (3) months following his Termination Date,
Executive shall promptly disclose in writing to Company any and all
Inventions, which are conceived, developed, made or acquired by Executive,
either individually or jointly with others, and which relate to, or are
useful in, the business, products or services of Company including, without
limitation, research and development activities of the Company, or which
are made using any equipment, facilities, Confidential Information,
material, labor, money, time or other resources of the Company. In
consideration for his employment hereunder, Executive hereby specifically
sells, assigns and transfers to Company all of his worldwide right, title
and interest in and to all such Inventions.
If during the Employment Period, Executive creates any original work
of authorship or other property fixed in any tangible medium of expression
which (1) is the subject matter of copyright (including computer programs)
and (2) relates to, or is useful in, Company's present or planned business,
products, or services, whether such property is created solely by Executive
or jointly with others, such property shall be deemed a work for hire, with
the copyright vesting in the Company unless the Company otherwise consents
to the copyright vesting in another person or entity; provided, however,
the parties agree that, notwithstanding anything herein to the contrary,
(A) Executive shall retain all copyright and other property rights in
Executive's personal memoirs (or any fictional or non-fictional derivative
thereof) which address topics including the founding of the Company and the
development of the functional genomics field and (B) such memoirs (or any
fictional or non-fictional derivative thereof) may be published and
released in any medium of expression at any time subject to the foregoing
provisions of this Section 10 regarding Confidential Information and
Inventions.
Executive hereby agrees to (1) assist Company or its nominee at all
times in the protection of any property that is subject to this Section 10,
(2) not to disclose any such property to others without the written consent
of Company or its nominee, except as required by his employment hereunder,
and (3) at the request of Company, to execute such assignments,
certificates or other interests as Company or its nominee may from time to
time deem desirable to evidence, establish, maintain, perfect, protect or
enforce its rights, title or interests in or to any such property.
Initials: ________
Initials: ________
14
(h) EMPLOYEE PROPRIETARY INFORMATION AGREEMENT. The provisions of this
Section 10 shall not supersede the Employee Proprietary Information
Agreement (the "Proprietary Agreement") between Employee and the Company
(or any other agreement of similar intent) which shall remain in full force
and effect and, moreover, this Agreement, the Proprietary Agreement and any
such other similar agreement between the parties shall be construed and
applied as being mutually consistent to the full extent possible.
Notwithstanding the immediately preceding sentence, the second paragraph of
Section 10(g) hereof, but only such provisions which address Executive's
personal memoirs (or any fictional or non-fictional derivative thereof),
shall control in the event of any conflict or inconsistency between such
provisions in Section 10(g) and the Proprietary Agreement or any other
agreement of similar intent.
(i) REMEDIES. In the event of a breach or threatened breach of any of
the provisions of this Section 10, Company shall be entitled to an
injunction ordering the return of all such Confidential Information and
Inventions, and restraining Executive from using or disclosing, for his
benefit or the benefit of others, in whole or in part, any Confidential
Information or Inventions. Executive further agrees that any breach or
threatened breach of any of the provisions of this Section 10 would cause
irreparable injury to Company, for which it would have no adequate remedy
at law. Nothing herein shall be construed as prohibiting Company from
pursuing any other remedies available to it for any such breach or
threatened breach, including the recovery of damages.
11. AGREEMENT NOT TO COMPETE. All references in this Section 11 to
"COMPANY" shall mean and include its Affiliates (as defined in Section 2).
(a) PROHIBITED EXECUTIVE ACTIVITIES. Executive agrees that except in
the ordinary course and scope of his employment hereunder during the
Employment Period, Executive shall not while employed by Company and for a
period of (i) six (6) months following his Termination Date within the
continental United States and (ii) twelve (12) months following his
Termination Date only within the State of Texas:
(1) Directly or indirectly, engage or invest in, own, manage,
operate, control or participate in the ownership, management,
operation or control of, be employed by, associated or in any manner
connected with, or render services or advice to, any Competing
Business (as defined below); provided, however, Executive may invest
in the securities of any enterprise with the power to vote up to two
percent (2%) of the capital stock of such enterprise (but without
otherwise participating in the activities of such enterprise) if such
securities are listed on any national or regional securities exchange
or have been registered under Section 12(g) of the Securities Exchange
Act of 1934;
Initials: ________
Initials: ________
15
(2) Directly or indirectly, either as principal, agent,
independent contractor, consultant, director, officer, employee,
employer, advisor (whether paid or unpaid), stockholder, partner or in
any other individual or representative capacity whatsoever, either for
his own benefit or for the benefit of any other person or entity,
solicit, divert or take away, any customers, clients, or business
acquisition or other business opportunities of Company; or
(3) Directly or indirectly, either as principal, agent,
independent contractor, consultant, director, officer, employee,
advisor (whether paid or unpaid), stockholder, partner or in any other
individual or representative capacity whatsoever, either for his own
benefit or for the benefit of any other person or entity, either (A)
hire, attempt to hire, contact or solicit with respect to hiring any
employee of Company, (B) induce or otherwise counsel, advise or
encourage any employee of Company to leave the employment of Company,
or (C) induce any distributor, representative or agent of Company to
terminate or modify its relationship with Company.
"COMPETING BUSINESS" means any individual, business, firm,
company, partnership joint venture, organization, or other entity
whose products or services compete, in whole or in part, at any time
during the Employment Period with the products or services (or planned
products and services) of Company including, without limitation,
genomics research, development and products including, without
limitation, OmniBank(TM), homologous recombination, DNA sequencing,
phenotypic analysis, drug validation and drug discovery.
(b) ESSENTIAL NATURE OF NON-COMPETE OBLIGATION. It is acknowledged,
understood and agreed by and between the parties hereto that the covenants
made by Executive in this Section 11 are essential elements of this
Agreement and that, but for the agreement of the Executive to comply with
such covenants, Company would not have entered into this Agreement.
(c) NECESSITY AND REASONABLENESS OF NON-COMPETE OBLIGATION. Executive
hereby specifically acknowledges and agrees that:
(1) Company has expended and will continue to expend substantial
time, money and effort in developing its business;
(2) Executive will, in the course of his employment, be
personally entrusted with and exposed to Confidential Information (as
defined in Section 10);
Initials: ________
Initials: ________
16
(3) Company, during the Employment Period and thereafter, will be
engaged in its highly competitive business in which many firms,
including Company, compete;
(4) Executive could, after having access to Company's financial
records, contracts, and other Confidential Information and know-how
and, after receiving training by and experience with the Company,
become a competitor;
(5) Company will suffer great loss and irreparable harm if
Executive terminates his employment and enters, directly or
indirectly, into competition with Company;
(6) The temporal and other restrictions contained in this Section
11 are in all respects reasonable and necessary to protect the
business goodwill, trade secrets, prospects and other reasonable
business interests of Company;
(7) The enforcement of this Agreement in general, and of this
Section 11 in particular, will not work an undue or unfair hardship on
Executive or otherwise be oppressive to him; it being specifically
acknowledged and agreed by Executive that he has activities and other
business interests and opportunities which will provide him adequate
means of support if the provisions of this Section 11 are enforced
after the Termination Date; and
(8) the enforcement of this Agreement in general, and of this
Section 11 in particular, will neither deprive the public of needed
goods or services nor otherwise be injurious to the public.
(d) JUDICIAL MODIFICATION. Executive agrees that if an arbitrator
(pursuant to Section 21) or a court of competent jurisdiction determines
that the length of time or any other restriction, or portion thereof, set
forth in this Section 11 is overly restrictive and unenforceable, the
arbitrator or court shall reduce or modify such restrictions to those which
it deems reasonable and enforceable under the circumstances, and as so
reduced or modified, the parties hereto agree that the restrictions of this
Section 11 shall remain in full force and effect. Executive further agrees
that if an arbitrator or court of competent jurisdiction determines that
any provision of this Section 11 is invalid or against public policy, the
remaining provisions of this Section 11 and the remainder of this Agreement
shall not be affected thereby, and shall remain in full force and effect.
12 REMEDIES. In the event of any pending, threatened or actual breach of
any of the covenants or provisions of Section 9, 10, or 11, it is understood and
agreed by Executive that the remedy at law for a breach of any of the covenants
or provisions of these Sections may be inadequate
Initials: ________
Initials: ________
17
and, therefore, Company shall be entitled to a restraining order or injunctive
relief from any court of competent jurisdiction, in addition to any other
remedies at law and in equity. In the event that Company seeks to obtain a
restraining order or injunctive relief, Executive hereby agrees that Company
shall not be required to post any bond in connection therewith. Should a court
of competent jurisdiction or an arbitrator (pursuant to Section 21) declare any
provision of Section 9, 10, or 11 to be unenforceable due to an unreasonable
restriction of duration or geographical area, or for any other reason, such
court or arbitrator is hereby granted the consent of each of the Executive and
Company to reform such provision and/or to grant the Company any relief, at law
or in equity, reasonably necessary to protect the reasonable business interests
of Company or any of its affiliated entities. Executive hereby acknowledges and
agrees that all of the covenants and other provisions of Sections 9, 10, and 11
are reasonable and necessary for the protection of the Company's reasonable
business interests. Executive hereby agrees that if the Company prevails in any
action, suit or proceeding with respect to any matter arising out of or in
connection with Section 9, 10, or 11, Company shall be entitled to all equitable
and legal remedies, including, but not limited to, injunctive relief and
compensatory damages.
13 DEFENSE OF CLAIMS. Executive agrees that, during the Employment Period
and for a period of two (2) years after his Termination Date, upon request from
the Company, he will reasonably cooperate with the Company and its Affiliates in
the defense of any claims or actions that may be made by or against the Company
or any of its Affiliates that affect his prior areas of responsibility, except
if Executive's reasonable interests are adverse to the Company or Affiliates in
such claim or action. To the extent travel is required to comply with the
requirements of this Section 13, the Company shall, to the extent possible,
provide Executive with notice at least 10 days prior to the date on which such
travel would be required. The Company agrees to promptly pay or reimburse
Executive upon demand for all of his reasonable travel and other direct expenses
incurred, or to be reasonably incurred, to comply with his obligations under
this Section 13.
14 DETERMINATIONS BY THE COMPENSATION COMMITTEE.
(a) TERMINATION OF EMPLOYMENT. Prior to a Change in Control (as
defined in Section 6(b)), any question as to whether and when there has
been a termination of Executive's employment, the cause of such
termination, and the Termination Date, shall be determined by the
Compensation Committee in its discretion exercised in good faith.
(b) COMPENSATION. Prior to a Change in Control (as defined in Section
6(b)), any question regarding salary, bonus and other compensation payable
to Executive pursuant to this Agreement shall be determined by the
Compensation Committee in its discretion exercised in good faith.
15 WITHHOLDINGS: RIGHT OF OFFSET. Company may withhold and deduct from any
benefits and payments made or to be made pursuant to this Agreement (a) all
federal, state, local and
Initials: ________
Initials: ________
18
other taxes as may be required pursuant to any law or governmental regulation or
ruling, (b) all other employee deductions made with respect to Company's
employees generally, and (c) any advances made to Executive and owed to Company.
16 NONALIENATION. The right to receive payments under this Agreement shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge or encumbrance by Executive, his dependents or beneficiaries,
or to any other person who is or may become entitled to receive such payments
hereunder. The right to receive payments hereunder shall not be subject to or
liable for the debts, contracts, liabilities, engagements or torts of any person
who is or may become entitled to receive such payments, nor may the same be
subject to attachment or seizure by any creditor of such person under any
circumstances, and any such attempted attachment or seizure shall be void and of
no force and effect.
17 INCOMPETENT OR MINOR PAYEES. Should the Board determine that any person
to whom any payment is payable under this Agreement has been determined to be
legally incompetent or is a minor, any payment due hereunder may,
notwithstanding any other provision of this Agreement to the contrary, be made
in any one or more of the following ways: (a) directly to such minor or person;
(b) to the legal guardian or other duly appointed personal representative of the
person or estate of such minor or person; or (c) to such adult or adults as
have, in the good faith knowledge of the Board, assumed custody and support of
such minor or person; and any payment so made shall constitute full and complete
discharge of any liability under this Agreement in respect to the amount paid.
18 SEVERABILITY. It is the desire of the parties hereto that this Agreement
be enforced to the maximum extent permitted by law, and should any provision
contained herein be held unenforceable by a court of competent jurisdiction or
arbitrator (pursuant to Section 21), the parties hereby agree and consent that
such provision shall be reformed to create a valid and enforceable provision to
the maximum extent permitted by law; provided, however, if such provision cannot
be reformed, it shall be deemed ineffective and deleted herefrom without
affecting any other provision of this Agreement.
19 TITLE AND HEADINGS; CONSTRUCTION. Titles and headings to Sections hereof
are for the purpose of reference only and shall in no way limit, define or
otherwise affect the provisions hereof. Any and all Exhibits referred to in this
Agreement are, by such reference, incorporated herein and made a part hereof for
all purposes. The words "herein", "hereof", "hereunder" and other compounds of
the word "here" shall refer to the entire Agreement and not to any particular
provision hereof.
20 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW.
Initials: ________
Initials: ________
19
21 ARBITRATION.
(a) ARBITRABLE MATTERS. If any dispute or controversy arises between
Executive and the Company relating to (1) this Agreement in any way or
arising out of the parties' respective rights or obligations under this
Agreement or (2) the employment of Executive or the termination of such
employment, then either party may submit the dispute or controversy to
arbitration under the then-current Commercial Arbitration Rules of the
American Arbitration Association (AAA) (the "RULES"); provided, however,
the Company shall retain its rights to seek a restraining order or
injunctive relief pursuant to Section 12. Any arbitration hereunder shall
be conducted before a panel of three arbitrators unless the parties
mutually agree that the arbitration shall be conducted before a single
arbitrator. The arbitrators shall be selected (from lists provided by the
AAA) through mutual agreement of the parties, if possible. If the parties
fail to reach agreement upon appointment of arbitrators within twenty (20)
days following receipt by one party of the other party's notice of desire
to arbitrate, then within five (5) days following the end of such 20-day
period, each party shall select one arbitrator who, in turn, shall within
five (5) days jointly select the third arbitrator to comprise the
arbitration panel hereunder. The site for any arbitration hereunder shall
be in Xxxxxx County or Xxxxxxxxxx County, Texas, unless otherwise mutually
agreed by the parties, and the parties hereby waive any objection that the
forum is inconvenient.
(b) SUBMISSION TO ARBITRATION. The party submitting any matter to
arbitration shall do so in accordance with the Rules. Notice to the other
party shall state the question or questions to be submitted for decision or
award by arbitration. Notwithstanding any provision of this Section 21,
Executive shall be entitled to seek specific performance of the Executive's
right to be paid during the pendency of any dispute or controversy arising
under this Agreement. In order to prevent irreparable harm, the arbitrator
may grant temporary or permanent injunctive or other equitable relief for
the protection of property rights.
(c) ARBITRATION PROCEDURES. The arbitrator shall set the date, time
and place for each hearing, and shall give the parties advance written
notice in accordance with the Rules. Any party may be represented by
counsel or other authorized representative at any hearing. The arbitration
shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 et.
seq. (or its successor). The arbitrator shall apply the substantive law
(and the law of remedies, if applicable) of the State of Texas to the
claims asserted to the extent that the arbitrator determines that federal
law is not controlling.
(d) COMPLIANCE WITH AWARD.
(1) Any award of an arbitrator shall be final and binding upon
the parties to such arbitration, and each party shall immediately make
such changes in its
Initials: ________
Initials: ________
20
conduct or provide such monetary payment or other relief as such award
requires. The parties agree that the award of the arbitrator shall be
final and binding and shall be subject only to the judicial review
permitted by the Federal Arbitration Act.
(2) The parties hereto agree that the arbitration award may be
entered with any court having jurisdiction and the award may then be
enforced as between the parties, without further evidentiary
proceedings, the same as if entered by the court at the conclusion of
a judicial proceeding in which no appeal was taken. The Company and
the Executive hereby agree that a judgment upon any award rendered by
an arbitrator may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
(e) COSTS AND EXPENSES. Each party shall pay any monetary amount
required by the arbitrator's award, and the fees, costs and expenses for
its own counsel, witnesses and exhibits, unless otherwise determined by the
arbitrator in the award. The compensation and costs and expenses assessed
by the arbitrator(s) and the AAA shall be split evenly between the parties
unless otherwise determined by the arbitrator in the award. If court
proceedings to stay litigation or compel arbitration are necessary, the
party who opposes such proceedings to stay litigation or compel
arbitration, if such party is unsuccessful, shall pay all associated costs,
expenses, and attorney's fees which are reasonably incurred by the other
party as determined by the arbitrator.
22 BINDING EFFECT; THIRD PARTY BENEFICIARIES. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, personal representatives, successors and permitted
assigns hereunder, but otherwise this Agreement shall not be for the benefit of
any third parties.
23 ENTIRE AGREEMENT AND AMENDMENT. This Agreement contains the entire
agreement of the parties with respect to Executive's employment and the other
matters covered herein; moreover, this Agreement supersedes all prior and
contemporaneous agreements and understandings, oral or written, between the
parties hereto concerning the subject matter hereof. This Agreement may be
amended, waived or terminated only by a written instrument executed by both
parties hereto.
24 SURVIVAL OF CERTAIN PROVISIONS. Wherever appropriate to the intention of
the parties hereto, the respective rights and obligations of said parties,
including, but not limited to, the rights and obligations set forth in Sections
6 through 14 and 21 hereof, shall survive any termination or expiration of this
Agreement.
25 WAIVER OF BREACH. No waiver by either party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this
Initials: ________
Initials: ________
21
Agreement to be performed by such other party, will operate or be construed as a
waiver of any subsequent breach by such other party or any similar or dissimilar
provision or condition at the same or any subsequent time. The failure of either
party hereto to take any action by reason of any breach will not deprive such
party of the right to take action at any time while such breach continues.
26 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the Company and its Affiliates (as defined in Section 2), and
upon any successor to the Company following a Change in Control (as defined in
Section 6(b)); provided, however, any such assignment by the Company shall not
relieve Company of its obligations hereunder unless such successor to the
Company has fully and expressly assumed the obligations of the Company to the
Executive under this Agreement. Any reference herein to "Company" shall mean the
Company as first written above, as well as any successor or successors thereto.
This Agreement is personal to Executive, and Executive may not assign,
delegate or otherwise transfer all or any of his rights, duties or obligations
hereunder without the consent of the Board. Any attempt by the Executive to
assign, delegate or otherwise transfer this Agreement, any portion hereof, or
his rights, duties or obligations hereunder without the prior approval of the
Board shall be deemed void and of no force and effect.
27 NOTICES. Notices provided for in this Agreement shall be in writing and
shall be deemed to have been duly received (a) when delivered in person or sent
by facsimile transmission, (b) on the first business day after it is sent by air
express overnight courier service, or (c) on the third business day following
deposit in the United States mail, registered or certified mail, return receipt
requested, postage prepaid and addressed, to the following address, as
applicable:
(1) If to Company, addressed to:
Lexicon Genetics Incorporated
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000
Attention: Corporate Secretary
(2) If to Executive, addressed to the address set forth below his
name on the execution page hereof;
or to such other address as either party may have furnished to the other party
in writing in accordance with this Section 27.
28 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a copy hereof containing multiple signature
pages, each signed by one party, but together signed by both parties hereto.
Initials: ________
Initials: ________
22
29 EXECUTIVE ACKNOWLEDGMENT; NO STRICT CONSTRUCTION. The Executive
represents to Company that he is knowledgeable and sophisticated as to business
matters, including the subject matter of this Agreement, that he has read the
Agreement and that he understands its terms and conditions. The parties hereto
agree that the language used in this Agreement shall be deemed to be the
language chosen by them to express their mutual intent, and no rule of strict
construction shall be applied against either party hereto. Executive also
represents that he is free to enter into this Agreement including, without
limitation, that he is not subject to any other contract of employment or
covenant not to compete that would conflict in any way with his duties under
this Agreement. Executive acknowledges that he has had the opportunity to
consult with counsel of his choice, independent of Employer's counsel, regarding
the terms and conditions of this Agreement and has done so to the extent that
he, in his unfettered discretion, deemed to be appropriate.
30 SUPERSEDING AGREEMENT. This Employment Agreement shall supersede any
prior employment agreement entered into between the Company and Executive.
[Intentionally left blank -- signature page follows]
Initials: ________
Initials: ________
23
IN WITNESS WHEREOF, the Executive has hereunto set his hand, and Company
has caused this Agreement to be executed in its name and on its behalf, to be
effective as of the Effective Date first above written.
EXECUTIVE:
Signature:
-----------------------------
Date:
----------------------------------
Address for Notices:
-------------------
------------------------------
------------------------------
------------------------------
LEXICON GENETICS INCORPORATED
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Date:
----------------------------------
Initials: ________
Initials: ________
24
