RETIREMENT AGREEMENT
Exhibit 99.1
THIS RETIREMENT AGREEMENT (hereinafter “Agreement”) is made and entered into on May 24, 2007
(the “Effective Date”) by and between Xxxxx X. Xxxxxx (hereinafter “Xx. Xxxxxx”), on the one hand,
and Gen-Probe Incorporated, its parents, subsidiaries, related entities, predecessors, successors,
officers, directors, agents, employees and assigns (hereinafter collectively “Gen-Probe”), on the
other hand.
The parties agree as follows:
1. Retirement from Employment. Xx. Xxxxxx has informed Gen-Probe that he intends to
retire from his employment with Gen-Probe and its affiliates, including but not limited to his
position as Executive Vice President, Operations. Gen-Probe has requested this Agreement in order
to provide for an orderly transition in connection with Xx. Xxxxxx’x retirement.
2. Employment Status and Retirement Date. The Employment Agreement between Xx. Xxxxxx
and Gen-Probe dated November 12, 2002, as amended (the “Employment Agreement”), shall remain in
effect, subject to the terms thereof, and govern the parties’ relationship until Friday, September
7, 2007 (the “Retirement Date”), at which time Xx. Xxxxxx will retire. Xx. Xxxxxx’x employment
with Gen-Probe and the Employment Agreement shall terminate for all purposes as of the Retirement
Date, unless sooner terminated in accordance with the terms of the Employment Agreement. Nothing
in this Agreement shall affect Xx. Xxxxxx’x status as an exempt employee for purposes of state or
federal wage hour requirements.
3. Compensation and Benefits. As of the Retirement Date, unless the Employment
Agreement is terminated in accordance with its terms prior thereto, Gen-Probe shall pay Xx. Xxxxxx
the sum of $62,625 (reduced for any withholding required by law), which sum is equal to Xx.
Xxxxxx’x pro-rated target bonus under the Gen-Probe 2007 Employee Bonus Plan. As of the Retirement
Date, Xx. Xxxxxx will not be entitled to any compensation or benefits of any kind whatsoever other
than that expressly set forth in this Agreement; provided, however, that he shall be entitled to
(1) any stock options and restricted stock previously granted to him, subject to and in accordance
with the terms of the applicable plans and agreements; (2) his 401k account; and (3) payment for
accrued and unused vacation days as of the Retirement Date. Any stock option grant made to Xx.
Xxxxxx pursuant to any Gen-Probe equity participation or incentive plan that is exercisable (e.g.,
vested) as of the Retirement Date shall expire 30 days after the Retirement Date. No portion of
any stock option or restricted stock previously granted to Xx. Xxxxxx that is not exercisable (e.g.
vested) as of September 7, 2007 shall thereafter become exercisable and all such unvested stock
options and restricted stock shall expire upon the Retirement Date.
4. Consulting Relationship. Following the Retirement Date, Xx. Xxxxxx shall serve as
a consultant to Gen-Probe on such matters related to his current employment as may be requested by
Gen-Probe, including but not limited to providing assistance and information to his successor(s) in
the areas of Operations and the Blood Screening collaboration with Novartis Vaccines & Diagnostics,
Inc. In this relationship, Xx. Xxxxxx shall be an independent
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contractor and not an employee of Gen-Probe. The consultant relationship shall expire on
October 31, 2007. The consultant relationship may be terminated prior to expiration by Xx. Xxxxxx
at any time, with or without cause, and may be terminated prior to expiration by Gen-Probe at any
time, only for Cause (as defined in the Employment Agreement). Gen-Probe shall pay Xx. Xxxxxx a
fixed retainer of $15,000 per month, payable on September 30 and October 31, 2007. If and to the
extent that Xx. Xxxxxx provides more than 32 hours of consulting services in either month,
Gen-Probe shall pay Xx. Xxxxxx additional compensation over and above the fixed retainer fee at the
rate of $325 per hour for such additional services. The parties shall mutually agree upon the
timing of the consulting services.
5. No Other Consideration or Obligation. Xx. Xxxxxx acknowledges and agrees that,
upon performance of this Agreement by Gen-Probe, he will have been paid all salary, overtime,
bonuses, vacation, commissions and other compensation and benefits earned or accrued during his
employment with Gen-Probe. Xx. Xxxxxx expressly acknowledges that he is not entitled, pursuant to
company policy, prior contracts, other agreements or otherwise, to any other payment, benefit or
consideration of any type whatsoever in connection with his employment by Gen-Probe, his retirement
or the consultant relationship described in Section 4, above.
6. Tax Matters. All compensation to be paid hereunder will be subject to Gen-Probe’s
collection of all applicable federal, state and local income and employment withholding taxes.
7. Entire Agreement. This Agreement contains the entire agreement between the parties
with respect to Xx. Xxxxxx’x retirement from Gen-Probe. There are no collateral agreements,
written or oral that are not contained in this Agreement. The parties acknowledge and agree that
no promises or representations were made to them which do not appear in this Agreement. This
Agreement may only be modified by a written instrument signed by Xx. Xxxxxx and Gen-Probe.
8. Counterparts. This Agreement may be executed in counterparts and shall be binding
on all parties when each has signed either an original or a copy of this Agreement.
| Dated: May 24, 2007 | /s/ Xxxxx X. Xxxxxx | |||
| Xxxxx X. Xxxxxx | ||||
| Date: May 24, 2007 | Gen-Probe Incorporated | |||
| By: | /s/ Xxxxx De Xxxx | |||
| Xxxxx De Xxxx Vice President, Human Resources |
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