EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 10th day
of May 2005, by and between Xxxxxxx Xxxxx ("Employee") and THIRD WAVE
TECHNOLOGIES, INC., a Delaware corporation (the "Company").
WHEREAS, the Company desires to employ Employee as its Senior Vice
President, Commercial Operations and Employee desires to accept such employment
pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows:
1. Employment. The Company hereby agrees to employ Employee as its Senior
Vice President, Commercial Operations and Employee hereby agrees to serve the
Company in such position, all subject to the terms and provisions of this
Agreement. Employee agrees (a) to devote his full-time professional efforts,
attention and energies to the business of the Company, and (b) to perform such
reasonable responsibilities and duties customarily attendant to the position of
Senior Vice President, Commercial Operations. Nothing in this Agreement will
prevent Employee from engaging in additional activities in connection with (i)
serving on corporate, civic and charitable boards and committees, (ii)
delivering lectures and fulfilling speaking engagements, (iii) managing personal
investments; and (iv) engaging in charitable activities and community affairs.
2. Term of Employment. Employee's employment will continue until
terminated as provided in Section 6 below (the "Employment Term").
3. Compensation. During the Employment Term, Employee shall receive the
following compensation.
3.1 Base Salary. Employee's annual base salary on the date of this
Agreement is $290,000, payable in accordance with the normal payroll
practices of the Company ("Base Salary"). Employee's Base Salary will be
subject to annual review by the Compensation Committee and the Board of
Directors of the Company. During the Employment Term, on each anniversary
date of this Agreement, the Company shall review the Base Salary amount to
determine any increases. In no event shall the Base Salary be less than
the Base Salary amount for the immediately preceding twelve (12) month
period other than as permitted in Section 6.1(c) hereunder.
3.2 Annual Bonus Compensation. Employee shall be eligible to receive
an annual cash bonus as determined by the Company's CEO and approved by
the Compensation Committee in its sole discretion each calendar year.
Employee's target annual bonus percentage that he is eligible to earn for
each calendar year shall be forty percent (40%) of his Base Salary as of
January 1 of the applicable new calendar year. Any such bonus shall be
based upon the compensation principles of the Company in effect at the
time the CEO determines and the Compensation Committee approves the amount
of any bonus to be awarded, and except as set forth in Section 7 hereof,
Employee shall not be entitled to receive an annual bonus for any
calendar year (including the bonus referenced above) unless he remains
employed with the Company through December 31 of the applicable calendar
year, provided, however, that if Employee is terminated with Cause or
resigns without Good Reason, no bonus will be due.
3.3 Long Term Incentive Plan. Employee shall participate in the
Company's Long Term Incentive Plans ("LTIP") and shall be deemed a "Tier 1
Employee" thereunder. Employee's benefits under the LTIP shall be
determined pursuant to the terms of the LTIP, and such benefits may not be
terminated or diminished without the written consent of the Employee.
3.4 Equity Incentives and Other Long Term Compensation. The Company,
upon the approval of the Compensation Committee, may grant Employee from
time to time options to purchase shares of the Company's common stock, or
other forms of equity, both as a reward for past individual and corporate
performance, and as an incentive for future performance. Such options, if
awarded, will be pursuant to the Company's then current stock option plan.
All options granted to Employee shall vest in equal installments over the
four-year period commencing with the date of grant of such options,
subject to the acceleration of vesting (i) as described in Section 7.1(d)
and 7.2(b) hereof and (ii) as may be set forth in the option grant
agreements issued by the Company, as amended, provided, that in the event
of a conflict between any option grant agreement and this Agreement, this
Agreement shall control.
4. Benefits.
4.1 Benefits. Employee will be entitled to participate in the sick
leave, insurance (including medical, life and long-term disability),
profit-sharing, retirement, and other benefit programs that are generally
provided to employees of the Company similarly situated, all in accordance
with the rules and policies of the Company as to such matters and the
plans established therefore.
4.2 Vacation and Personal Time. The Company will provide Employee
with four (4) weeks of paid vacation each calendar year Employee is
employed by the Company, in accordance with Company policy. The foregoing
vacation days shall be in addition to standard paid holiday days for
employees of the Company.
4.3 Indemnification. To the fullest extent permitted by applicable
law and as provided for in the Company's articles of incorporation and
bylaws in effect as of the date of this Agreement, the Company will,
during and after termination of employment, indemnify Employee (including
providing advancement of expenses) for any judgments, fines, amounts paid
in settlement and reasonable expenses, including attorneys' fees, incurred
by Employee in connection with the defense of any lawsuit or other claim
or investigation to which Employee is made, or threatened to be made, a
party or witness by reason of being or having been an officer, director or
employee of the Company or any of its subsidiaries or affiliates as
defined under the Securities and Exchange Act of 1934 ("Affiliates") or a
fiduciary of any of their benefit plans.
4.4 Liability Insurance. Both during and after termination (for any
reason) of Employee's employment, the Company shall cause Employee to be
covered under a directors and officers' liability insurance policy for his
acts (or non-acts) as an officer or director of the Company or any of its
Affiliates. Such policy shall be maintained by the Company, at its
expense, in an amount and on terms (including the time period of coverage
after the Employee's employment terminates) at least as favorable to the
Employee as policies covering the Company's Board of Directors.
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5. Business Expenses. Upon submission of a satisfactory accounting by
Employee, consistent with current policies of the Company, the Company will
reimburse Employee for any out-of-pocket expenses reasonably incurred by
Employee in the furtherance of the business of the Company.
6. Termination.
6.1 By Employee.
(a) Without Good Reason. Employee may terminate his employment
pursuant to this Agreement at any time without Good Reason (as
defined below) with at least ten (10) business days' written notice
(the "Employee Notice Period") to the Company. Upon termination by
Employee under this section, the Company may, in its sole discretion
and at any time during the Employee Notice Period, suspend
Employee's duties for the remainder of the Employee Notice Period,
as long as the Company continues to pay compensation to Employee,
including benefits, throughout the Employee Notice Period.
(b) With Good Reason. Employee may terminate his employment
pursuant to this Agreement with Good Reason (as defined below) at
any time within ninety (90) days after the occurrence of an event
constituting Good Reason.
(c) Good Reason. "Good Reason" shall mean any of the
following: (i) Employee's Base Salary is reduced in a manner that is
not applied proportionately to other senior executive officers of
the Company, provided any such reduction shall not exceed thirty
percent (30%) of Employee's then current Base Salary; (ii)
Employee's duties, authority or responsibilities are materially
reduced or are materially inconsistent with the scope of authority,
duties and responsibilities of Employee's position; or (iii) the
occurrence of a material breach by the Company of any of its
obligations to Employee under this Agreement.
6.2. By the Company.
(a) With Cause. The Company may terminate Employee's
employment pursuant to this Agreement for Cause, as defined below,
immediately upon written notice to Employee.
(b) Cause. "Cause" shall mean any of the following:
(i) any willful refusal to perform essential job duties
which continues for more than ten (10) days after notice
from the Company;
(ii) any intentional act of fraud or embezzlement by the
Employee in connection with the Employee's duties or
committed in the course of Employee's employment;
(iii) any gross negligence or willful misconduct of the
Employee with regard to the Company or any of its
subsidiaries resulting in a material economic loss to
the Company;
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(iv) the Participant is convicted of a felony;
(v) the Participant is convicted of a misdemeanor the
circumstances of which involve fraud, dishonesty or
moral turpitude and which is substantially related to
the circumstances of Participant's job with the Company;
(iv) any willful and material violation by the Employee
of any statutory or common law duty of loyalty to the
Company or any of its subsidiaries resulting in a
material economic loss; or
(v) any material breach by the Employee of this
Agreement or any of the Agreements referenced in Section
8 of this Agreement.
(c) Without Cause. Subject to Section 7.1, the Company may
terminate Employee's employment pursuant to this Agreement without
Cause upon at least thirty days' written notice ("Company Notice
Period") to Employee. Upon any termination by the Company under this
Section 6.2(c), the Company may, in its sole discretion and at any
time during the Company Notice Period, suspend Employee's duties for
the remainder of the Company Notice Period, as long as the Company
continues to pay compensation to Employee, including benefits,
throughout the Company Notice Period.
6.3 Death or Disability. Notwithstanding Section 2, in the event
of the death or Disability (defined herein) of Employee during
the Employment Term, Employee's employment and this Agreement
shall immediately and automatically terminate and the Company
shall pay Employee (or in the case of death, Employee's
designated beneficiary) Base Salary, accrued, unpaid bonuses,
in each case up to the date of termination. Neither Employee,
his beneficiary nor estate shall be entitled to any severance
benefits set forth in Section 7 if terminated pursuant to this
section. For purposes of this Agreement, "Disability" shall
mean any physical incapacity or mental incompetence as a
result of which Employee is unable to perform the essential
functions of his job for an aggregate of more than six (6)
months during any twelve-month period. Employee acknowledges
and agrees that given the nature of Employee's position with
the Company it would cause the Company to suffer an undue
hardship if required to retain Employee beyond the six (6)
month period if Employee remains unable to perform the
essential functions of his job, with or without a reasonable
accommodation.
6.4 Survival. The agreement described in Section 8 hereof and
attached hereto as Schedule A shall survive the termination of
this Agreement.
7. Severance and Other Rights Relating to Termination and Change of
Control.
7.1 Termination of Agreement Pursuant to Section 6.1(b) or 6.2(c).
If the Employee terminates his employment for Good Reason pursuant to
Section 6.1(b), or the Company terminates Employee's employment without
Cause pursuant to Section 6.2(c), subject to the conditions described in
Section 7.3 below, the Company will provide Employee the following
payments and other benefits:
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(a) The Company shall immediately pay to Employee a lump-sum
amount equal to the sum of (i) twelve (12) months of Employee's then
current Base Salary, (ii) any accrued but unpaid Base Salary as of
the termination date; and (iii) shall pay Employee any accrued but
unpaid bonus as of the termination date, on the same terms and at
the same times as would have applied had Employee's employment not
terminated; provided, that, if such termination occurs on or within
the one year period following a Change of Control (as defined in
Section 7.2(a)), the Company shall also pay to Employee a pro rata
portion of his target bonus.
(b) If Employee elects COBRA coverage for health and/or dental
insurance in a timely manner, the Company shall pay the monthly
premium payments for such timely elected coverage when each premium
is due until the earlier of: (i) twelve months from the date of
termination; (ii) the date Employee obtains new employment which
offers health and/or dental insurance that is reasonably comparable
to that offered by the Company; or (iii) the date COBRA continuation
coverage would otherwise terminate in accordance with the provisions
of COBRA. Thereafter, health and dental insurance coverage shall be
continued only to the extent required by COBRA and only to the
extent Employee timely pays the premium payments himself.
(c) The Company shall provide Employee an outplacement
consulting package up to a maximum value of Ten Thousand Dollars
($10,000), which shall be selected at the sole discretion of the
Employee. Any payments made for such outplacement consulting shall
be made by the Company directly to the consulting company.
(d) Employee will receive any awards under the LTIP that are
earned (as defined in any LTIP document), whether vested or
unvested, as of the termination date, on terms and at the times set
forth in the LTIP.
7.2 Change of Control. The Board of Directors of the Company has
determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued dedication
of the Employee, notwithstanding the possibility, threat or occurrence of
a Change of Control (defined in Section 7.2(a) below). The Board believes
it is imperative to diminish the inevitable distraction of the Employee by
virtue of the personal uncertainties and risks created by a pending or
threatened Change of Control and to encourage the Employee's full
attention and dedication to the Company currently and in the event of any
threatened or pending Change of Control, and to provide the Employee with
compensation and benefits arrangements upon a Change of Control which
ensure that the compensation and benefits expectations of the Employee
will be satisfied and which are competitive with those of other
similarly-situated companies. Therefore, in order to accomplish these
objectives, the Board has caused the Company to include the provisions set
forth in this Section 7.2.
(a) Change of Control. "Change of Control" shall mean, and
shall be deemed to have occurred if, on or after the date of this
Agreement, (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) or
group acting in concert, other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
acting in such capacity or a corporation owned directly or
indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company, becomes
the "beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the
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Company representing more than 50% of the total voting power
represented by the Company's then outstanding Voting Securities,
(ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of
the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders
was approved by a vote of at least two thirds (2/3) of the directors
then still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority thereof, (iii) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation
other than a merger or consolidation which would result in the
Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into Voting Securities of the surviving entity)
at least 80% of the total voting power represented by the Voting
Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (iv) the
stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of (in one transaction or a series of related transactions)
all or substantially all of the Company's assets.
(b) Acceleration of Vesting of Stock Options. Vesting of stock
options granted to Employee shall be accelerated upon any Change of
Control to the extent set forth in the applicable stock option
agreement(s) between the Company and Employee. Employee will be
entitled to exercise such stock options in accordance with such
option agreements.
(c) LTIP Awards. Any awards granted to Employee under the LTIP
as of the Change of Control shall be treated as described in the
LTIP.
(d) If, within six (6) months before or after the effective
date of a Change of Control, the Employee terminates his employment
for Good Reason pursuant to Section 6.1(b) or the Company terminates
Employee's employment without Cause pursuant to Section 6.2(c),
subject to the conditions described in Section 7.3 below, the
termination shall be treated for purposes of Section 7.2(b) and (c)
as if it occurred on the effective date of the Change of Control.
(e) Payments and benefits that trigger Sections 280G and 4999
of the Internal Revenue Code of 1986, as amended, will be reduced to
the extent necessary so that no excise tax would be imposed if doing
so would result in the employee retaining a larger after-tax amount,
taking into account the income, excise and employment taxes imposed
on the payments and benefits.
7.3 Conditions Precedent to Payment of Severance. The Company's
obligations to Employee described in Sections 7.1 and 7.2 are contingent
on Employee's delivery to the Company of his signed waiver and release, in
the form attached hereto as Exhibit 7.3, of all claims he may have against
the Company up to the date of the termination of his employment with the
Company, and (if applicable) his not revoking such release. Moreover, the
Employee's rights to receive payments and benefits pursuant to Sections
7.1 and 7.2 are conditioned on the Employee's ongoing compliance with his
obligations as described in Section 8 hereof. Any cessation by the Company
of any such payments and benefits shall be in addition to, and not in
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lieu of, any and all other remedies available to the Company for
Employee's breach of his obligations described in Section 8 hereof.
7.4 No Severance Benefits. Employee is not entitled to any severance
benefits if this Agreement is terminated pursuant to Sections 6.1(a) or
6.2(a) of this Agreement; provided however, Employee shall be entitled to
(i) Base Salary prorated through the effective date of such termination;
(ii) Bonuses for which the payment date occurs prior to the effective date
of such termination; and (iii) medical coverage and other benefits
required by law and plans (as provided in Section 7.6, below).
7.5 Benefits Required by Law and Plans; Vacation Time Pay. In the
event of the termination of Employee's employment, Employee will be
entitled to medical and other insurance coverage, if any, as is required
by law and, to the extent not inconsistent with this Agreement, to receive
such additional benefits as Employee may be entitled under the express
terms of applicable benefit plans (other than bonus or severance plans) of
the Company, its subsidiaries and Affiliates.
7.6 Exercise Period of Stock Options after Termination. Unless it
would subject the employee to adverse tax consequences under Section 885
of the recently enacted American Jobs Creation Act of 2004, Pub. Law Xx.
000-000, 000 Xxxx. 0000 (xxx Xxx), added Section 409A to the Internal
Revenue Code (Code), notwithstanding anything contained herein or in the
option grant agreements to the contrary, in the event of Employee's
termination after his first anniversary with the Company, Employee's
vested stock options shall be open for exercise until the earlier of (i)
two years from the date of termination or (ii) the latest date on which
those options expire or are eligible to be exercised under the option
grant agreements, determined without regard to such termination or
resignation; provided further that such extended exercise period shall not
apply in the event the Employee resigns without Good Reason or is
terminated by the Company for Cause, in which case, the exercise periods
shall continue to be governed by the terms of the option grant agreements.
8. Restrictions.
8.1 The Confidential Information Agreement. Simultaneously with the
execution of this Agreement, Employee will sign the Employee Agreement
with Respect to Confidential Information, Invention Assignment and
Arbitration attached hereto as Schedule A (the "Confidential Information
Agreement").
8.2 Agreement Not to Compete. In consideration for all of the
payments and benefits that may become due to Employee under this
Agreement, Employee agrees that for a period of twelve (12) months after
termination of his employment for any reason, he will not, directly or
indirectly, without the Company's prior written consent, (a) perform for a
Competing Entity in any Restricted Area any of the same services or
substantially the same services that he performed for the Company; (b) in
any Restricted Area, advise, assist, participate in, perform services for,
or consult with a Competing Entity regarding the management, operations,
business or financial strategy, marketing or sales functions or products
of the Competing Entity (the activities in clauses (a) and (b)
collectively are, the "Restricted Activities"); or (c) solicit or divert
the business of any Restricted Customer. Employee acknowledges that in his
position with the Company he has had and will have access to knowledge of
confidential information about all aspects of the Company that would be of
significant value to the Company's competitors.
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8.3 Additional Definitions.
(a) Customer. "Customer" means any individual or entity for
whom the Company has provided services or products or made a
proposal to perform services or provide products.
(b) Restricted Customer. "Restricted Customer" means any
Customer with whom/which Employee had contact on behalf of the
Company during the 12 months preceding the end, for whatever reason,
of his employment.
(c) Competing Entity. "Competing Entity" means any business
entity engaged in the development, design, manufacture, marketing,
distribution or sale of molecular diagnostics.
(d) Restricted Area. "Restricted Area" means any geographic
location where if Employee were to perform any Restricted Activities
for a Competing Entity in such a location, the effect of such
performance would be competitive to the Company.
8.4 Reasonable Restrictions on Competition Are Necessary. Employee
acknowledges that reasonable restrictions on competition are necessary to
protect the interests of the Company. Employee also acknowledges that he
has certain skills necessary to the success of the Company, and that the
Company has provided and will provide to him certain confidential
information that it would not otherwise provide because he has agreed not
to compete with the business of the Company as set forth in this
Agreement.
8.5 Restrictions Against Solicitations. Employee further covenants
and agrees that during Employee's employment by the Company and for a
period of twelve months following the termination of his employment with
the Company for any reason, he will not, except with the prior consent of
the Company's Chief Executive Officer, directly or indirectly, solicit or
hire, or encourage the solicitation or hiring of, any person who is an
employee of the Company for any position as an employee, independent
contractor, consultant or otherwise, provided that the foregoing shall not
prevent Employee from serving as a reference.
8.6 Affiliates. For purposes of this Section 8, the term "Company"
will be deemed to include the Company and its Affiliates.
8.7 Ability to Obtain Other Employment. Employee hereby represents
that his experience and capabilities are such that in the event his
employment with the Company is terminated, he will be able to obtain
employment if he so chooses during the period of non-competition following
the termination of employment described above without violating the terms
of this Agreement, and that the enforcement of this Agreement by
injunction, as described below, will not prevent him from becoming so
employed.
8.8 Injunctive Relief. Employee understands and agrees that if he
violates any provision of this Section 8, then in any suit that the
Company may bring for that violation, an order may be made enjoining him
from such violation, and an order to that effect may be made pending
litigation or as a final determination of the litigation. Employee further
agrees that the Company's application for an injunction will be without
prejudice to any other right of action that may accrue to the Company by
reason of the breach of this Section 8.
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8.9 Section 8 Survives Termination. The provisions of this Section 8
will survive termination of this Agreement.
8.10 Condition of Payments. The provisions of this Section 8
regarding the restrictions on Employee shall be conditioned on Company
making the payments to Employee as contemplated by Section 7.1 above. If
Employee is terminated due to a disability pursuant to Section 6.3 or if
Employee voluntarily resigns without Good Reason, in which case Employee
will not be eligible to receive the severance payments set forth in
Section 7.1, Employee shall not be bound by the agreement not to compete
in Section 8.2. Employee, will, however, remain bound at all times by the
Confidential Information Agreement and the restriction on solicitation in
Section 8.5.
9. Arbitration. Unless other arrangements are agreed to by Employee and
the Company, any disputes arising under or in connection with this Agreement,
other than a dispute in which the primary relief sought is an equitable remedy
such as an injunction, will be resolved by binding arbitration to be conducted
pursuant to the Agreement for Arbitration Procedure of Certain Employment
Disputes attached as Schedule B hereof.
10. Assignments; Transfers; Effect of Merger. No rights or obligations of
the Company under this Agreement may be assigned or transferred by the Company
except that such rights or obligations may be assigned or transferred pursuant
to a merger or consolidation, or pursuant to the sale or transfer of all or
substantially all of the assets of the Company, provided that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company. This Agreement will not be terminated by any merger, consolidation or
transfer of assets of the Company referred to above. In the event of any such
merger, consolidation or transfer of assets, the provisions of this Agreement
will be binding upon the surviving or resulting corporation or the person or
entity to which such assets are transferred. The Company agrees that
concurrently with any merger, consolidation or transfer of assets referred to
above, it will cause any successor or transferee unconditionally to assume,
either contractually or as a matter of law, all of the obligations of the
Company hereunder in a writing promptly delivered to the Employee. This
Agreement will inure to the benefit of, and be enforceable by or against,
Employee or Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, designees and legatees. None of
Employee's rights or obligations under this Agreement may be assigned or
transferred by Employee other than Employee's rights to compensation and
benefits, which may be transferred only by will or operation of law. If Employee
should die while any amounts or benefits have been accrued by Employee but not
yet paid as of the date of Employee's death and which would be payable to
Employee hereunder had Employee continued to live, all such amounts and benefits
unless otherwise provided herein will be paid or provided in accordance with the
terms of this Agreement to such person or persons appointed in writing by
Employee to receive such amounts or, if no such person is so appointed, to
Employee's estate.
11. No Set-off, No Mitigation Required. Except as expressly provided
otherwise in this Agreement, the obligation of the Company to make any payments
provided for hereunder and otherwise to perform its obligations hereunder will
not be affected by any set-off, counterclaim, recoupment, defense or other
claim, right or action which the Company may have against Employee or others. In
no event will Employee be obligated to seek other employment or take other
action by way of mitigation of the amounts payable to Employee under any of the
provisions of this Agreement, and such amounts will not be reduced (except as
otherwise specifically provided herein) whether or not Employee obtains other
employment.
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12. Taxes. The Company shall have the right to deduct from any payments
made pursuant to this Agreement any and all federal, state, and local taxes or
other amounts required by law to be withheld.
13. Miscellaneous. No amendment, modification or waiver of any provisions
of this Agreement or consent to any departure thereof shall be effective unless
in writing signed by the party against whom it is sought to be enforced. This
Agreement contains the entire Agreement that exists between Employee and the
Company with respect to the subjects herein contained and replaces and
supercedes all prior agreements, oral or written, between the Company and
Employee with respect to the subjects herein contained. Nothing herein shall
affect any terms in the Confidential Information Agreement, the Noncompetition
Agreement, the LTIP, and any stock option plans or agreements between Employee
and the Company now and hereafter in effect from time to time. If any provision
of this Agreement is held for any reason to be unenforceable, the remainder of
this Agreement shall remain in full force and effect. Each section is intended
to be a severable and independent section within this Agreement. The headings in
this Agreement are intended solely for convenience of reference and shall be
given no effect in the construction or interpretation of this Agreement. This
Agreement is made in the State of Wisconsin and shall be governed by and
construed in accordance with the laws of said State. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. All
notices and all other communications provided for in this Agreement shall be in
writing and shall be considered duly given upon personal delivery, delivery by
nationally reputable overnight courier, or on the third business day after
mailing from within the United States by first class certified or registered
mail, return receipt requested, postage prepaid, all addressed to the address
set forth below each party's signature. Any party may change its address by
furnishing notice of its new address to the other party in writing in accordance
herewith, except that any notice of change of address shall be effective only
upon receipt.
The parties hereto have executed this Employment Agreement as of the date
first written above.
/s/ Xxxxxxx Xxxxx
--------------------------------------------
Xxxxxxx Xxxxx ("Employee")
Notice Address:
0000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
THIRD WAVE TECHNOLOGIES, INC. ("Company")
By: /s/ Xxxx X. Xxxxxx
--------------------------------------------
Xxxx X. Xxxxxx, President and CEO
Notice Address:
000 Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000-0000
Attn: Chief Executive Officer
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