Exhibit 10.15
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of July 9, 1997, by and between GENE LOGIC INC., a Delaware
Corporation (the "Company"), and XXXX X. XXXXXXX ("Executive").
WHEREAS, the Company and Executive previously entered into an Employment
Agreement dated May 16, 1996 (the "Employment Agreement") which, among other
things, provides for the automatic vesting of all outstanding options to
purchase the Company's Common Stock held by the Executive upon a change of
control of the Company (the "Vesting Provision"); and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement to amend and restate the Vesting Provision.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and agreements set forth below, hereby agree to amend the Employment
Agreement as follows:
1. Restatement of Vesting Provision. Section 3.2 of the Employment
Agreement shall be amended and restated to read in its entirety as follows:
"3.2 Incentive Stock Options. The Company will grant incentive stock
options to Xxxxxxx in each year during which this Agreement remains in
force, in numbers consistent with Xxxxxxx'x position as Senior Vice
President, Corporate Development and Chief Financial Officer of the
Company. Such incentive stock options shall become exercisable according
to the schedule established by the Board of Directors for the Company's
Incentive Stock Option Plan. In the event of: (i) a merger or
consolidation of the Company with another corporation, not including any
merger or consolidation if immediately thereafter the stockholders of the
Company immediately before such transaction own shares representing more
than 50% of the outstanding voting securities of the surviving
corporation, (ii) a sale of shares by the stockholders of the Company if
immediately thereafter the stockholders of the Company immediately before
such sale own shares representing less than 50% of the outstanding voting
securities of the surviving corporation, or (iii) a sale of all or
substantially all of the Company's assets, all options to purchase Common
Stock of the Company held by Xxxxxxx that have not previously vested under
the terms of the applicable Option Agreements shall vest immediately upon
the closing of such transaction. In the event of an underwritten initial
public offering of the Company's Common Stock, to the extent at least 80%
of the aggregate of the shares subject to outstanding options to purchase
Common Stock of the Company held by Xxxxxxx (other than any such options
granted
1.
immediately prior to and in contemplation of such initial public offering)
have not previously vested under the terms of the applicable Option
Agreements, then the vesting of such options shall be accelerated such
that 80% of the shares subject to each such option shall be vested as of
the closing of such initial public offering and the remaining 20% of the
shares subject to each such option shall vest 180 days from the closing of
such initial public offering. If, in the event of an underwritten initial
public offering of the Company's Common Stock, 80% or more of the
aggregate of the shares subject to outstanding options to purchase Common
Stock of the Company held by Xxxxxxx (other than any such options granted
immediately prior to and in contemplation of such initial public offering)
have previously vested, then any remaining unvested shares subject to such
options shall vest 180 days from the closing of such initial public
offering.
2. Effective Date. This Amendment shall be effective as of the date
of the Employment Agreement. Except as amended herein, or as otherwise
agreed to in writing by the Company and Executive, all terms of the
Employment Agreement shall remain in full force and effect.
2.
IN WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first above written.
THE COMPANY: EXECUTIVE:
GENE LOGIC INC.
a Delaware Corporation
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
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Name: Xx. Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
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3.
