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Exhibit 10.1
IDEXX LABORATORIES, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 23d day of
September, 1998, is entered into by IDEXX Laboratories, Inc., a Delaware
corporation with a place of business at Xxx XXXXX Xxxxx, Xxxxxxxxx, Xxxxx 00000
("IDEXX"), and Xxxxxx Xxxxxxx, residing at 0000 Xxxxxxxxx Xx., Xxxx Xxxxx, XX
00000 (the "Employee").
IDEXX desires to employ the Employee, and the Employee desires to be
employed by IDEXX. In consideration of the mutual covenants and promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
agree as follows:
1. Term of Employment. IDEXX hereby agrees to employ the Employee, and
the Employee hereby accepts employment with IDEXX, upon the terms set forth in
this Agreement, for the period commencing on the date of the closing of the sale
of all of the capital stock of Blue Ridge Pharmaceuticals, Inc. to IDEXX (the
"Commencement Date") and ending on December 31, 2003 (such period, as it may be
extended, the "Employment Period"), unless sooner terminated in accordance with
the provisions of Section 4. For purposes of this Agreement, the employment of
the Employee by a subsidiary of IDEXX shall be deemed to constitute employment
by IDEXX. This Agreement will terminate and be of no further force or effect if
the Commencement Date shall not have occurred on or before October 5, 1998.
2. Title; Capacity. The Employee shall serve as President of Blue Ridge
Pharmaceuticals, Inc. and Vice President of IDEXX. The Employee shall be
assigned to work in IDEXX's Greensboro, North Carolina facility. The Employee
shall be subject to the supervision of, and shall have such authority consistent
with the position held by the Employee as is delegated to him by, the Board of
Directors of IDEXX (the "Board") or such officer of IDEXX as may be designated
by the Board.
The Employee hereby accepts such employment and agrees to undertake the
duties and responsibilities inherent in such position. The Employee agrees to
devote his entire business time, attention and energies to the business and
interests of IDEXX during the Employment Period. The Employee agrees to abide by
the rules, regulations, instructions, personnel practices and policies of IDEXX
which are not inconsistent with the terms of this Agreement and which are
generally applicable to all employees or all employees serving in positions
similar to the Employee and any changes therein which may be adopted from time
to time by IDEXX and communicated to the Employee. IDEXX has provided the
Employee with IDEXX's Employee
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Handbook and the Employee hereby acknowledges receipt thereof.
3. Compensation and Benefits.
3.1 Base Salary. IDEXX shall pay the Employee, in bi-weekly
installments, an initial annual base salary of $207,000. Such salary shall be
subject to annual review in accordance with IDEXX's customary practices and may
be increased at the discretion of IDEXX. The Employee's salary may not be
decreased unless the same proportionate reduction is made to the annual base
salaries of all IDEXX employees holding positions at a comparable level to that
of the Employee (i.e. corporate officer level), provided that no such decrease
may exceed 5% of the Employee's annual base salary.
3.2 Eligibility for Annual Cash Bonus. The Employee shall
receive an annual bonus for 1998 equal to one times the Employee's base annual
salary immediately prior to the Commencement Date. For years after 1998, the
Employee shall be eligible to receive an annual cash bonus based on achievement
by the Employee of individual goals, the achievement by IDEXX of corporate goals
and the achievement by the IDEXX Pharmaceutical Division of Division goals.
Bonus eligibility will be consistent with bonus eligibility ranges established
annually by IDEXX for employees at the corporate officer level.
3.3 Stock Options. Commencing January 1, 2001, the Employee
shall be eligible to receive stock options to purchase shares of IDEXX's Common
Stock pursuant to IDEXX's employee stock option plan. The grant of any such
stock options to the Employee shall be at the discretion of the Compensation
Committee of IDEXX's Board of Directors. Any options granted shall be on the
customary terms and conditions of IDEXX's employee stock option plan and
standard option agreement.
3.4 Fringe Benefits. The Employee shall be entitled to
participate in all benefit programs that IDEXX establishes and makes available
to employees of IDEXX and its subsidiaries, to the extent that the Employee's
position, tenure, salary, age, health and other qualifications make him eligible
to participate. The Employee shall be entitled to four weeks paid vacation per
year in accordance with IDEXX vacation policy in effect from time to time, to be
taken at such times as may be approved by IDEXX or its designee. The Employee
shall be given credit for his service with Blue Ridge Pharmaceuticals, Inc.
prior to the date hereof for the purposes of earning benefits.
3.5 Reimbursement of Expenses. IDEXX shall reimburse the
Employee for reasonable travel, entertainment and other expenses incurred or
paid by the Employee in connection with, or related to, the performance of his
duties, responsibilities or services under this Agreement, in accordance with
and subject to the terms of the policies of IDEXX.
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4. Employment Termination.
4.1 The employment of the Employee by IDEXX pursuant to this
Agreement shall terminate upon the occurrence of any of the following:
(a) expiration of the Employment Period in accordance
with Section 1;
(b) at the election of the Employee, upon 30 days'
prior written notice to IDEXX without Good Reason, provided the Employee shall
not so terminate his employment prior to the third anniversary of the
Commencement Date;
(c) at the election of IDEXX, upon written notice to
the Employee, for Cause (as defined below);
(d) at the election of the Employee for Good Reason
(as defined below);
(e) at the election of IDEXX, upon 30 days' prior
written notice to the Employee, without Cause; or
(f) upon the death of the Employee.
4.2 "Cause" for termination shall mean (a) the Employee's
willful material misconduct, embezzlement, fraud, or other criminal act
involving moral turpitude, or (b) gross negligence in the performance of the
Employee's duties to IDEXX, or (c) any breach by the Employee of this Agreement
or any invention and non-disclosure agreement, non-competition agreement or
similar agreement with IDEXX which is not cured within 15 days after receipt of
written notice thereof from IDEXX.
4.3 "Good Reason" for termination shall be deemed to exist
upon the occurrence of any of the following events without the written consent
of the Employee: (i) a material reduction or diminution in the Employee's
position, authority or responsibilities as in effect on the date of this
Agreement, excluding an action or circumstance which is remedied by IDEXX within
five business days following written notice from the Employee to IDEXX
describing such action or circumstance, provided that the Employee must provide
such notice not more than 30 days after he becomes aware of the circumstances
which constitute the alleged reduction or diminution; (ii) a reduction in the
annual base salary of the Employee unless the same proportionate reduction is
made to the annual base salaries of all IDEXX employees holding positions at a
comparable level to that of the Employee (provided that such reduction
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shall not in any event exceed 5% of annual base salary); or (iii) a relocation
of the Employee's principal place of employment to a new location that is more
than 75 miles from the current location in Greensboro, North Carolina (unless
such new location is closer than the current location to the Employee's
residence); or (iv) a breach by IDEXX of this Agreement that is not cured within
15 days after receipt of notice thereof from Employee.
4.4 Effect of termination. In the event of a termination of
the Employee's employment pursuant to Section 4.1(b), 4.1(c) or 4.1(f), IDEXX
shall pay the Employee compensation and benefits through the last day of the
Employee's actual employment by IDEXX. In the event of a termination of the
Employee's employment pursuant to Section 4.1(d) or Section 4.1(e), IDEXX shall
pay the Employee his then current annual base salary for the remainder of the
Employment Period and will pay the cost to the Employee to continue
participation in the Company's health insurance plan pursuant to COBRA
legislation for the full period permitted under COBRA. Except as provided in
this Section 4.4, IDEXX shall have no liability to the Employee under this
Agreement for any termination of the Employee's employment by the Employee for
Good Reason or by IDEXX without Cause.
5. Non-Compete and Proprietary Information and Developments. The
Employee agrees to simultaneously enter into IDEXX's Non-Compete Agreement and
Invention and Non-Disclosure Agreement, the forms of which are attached hereto
as Schedule A and Schedule B, respectively.
6. Miscellaneous.
6.1 Notices. All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective upon personal
delivery or upon deposit in the United States Post Office, by registered or
certified mail, postage prepaid, addressed to the other party at the address
shown above, or at such other address or addresses as either party shall
designate to the other in accordance with this Section 6.1.
6.2 Pronouns. Whenever the context may require, any pronouns
used in this Agreement shall include the corresponding masculine, feminine or
neuter forms, and the singular forms of nouns and pronouns shall include the
plural, and vice versa.
6.3 Entire Agreement. This Agreement and the Non-Compete
Agreement and Invention and Non-Disclosure Agreement described in Section 5
hereof constitute the entire agreement between the parties and supersede all
prior agreements and understandings, whether written or oral, between the
Employee and Blue Ridge Pharmaceuticals, Inc. relating to the subject matter of
this Agreement or such other agreements.
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6.4 Amendment. This Agreement may be amended or modified only
by a written instrument executed by both IDEXX and the Employee.
6.5 Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with the internal laws (and not the law
of conflicts) of the State of Maine.
6.6 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of both parties and their respective successors
and assigns, including any corporation with which or into which IDEXX may be
merged or which may succeed to its assets or business, provided, however, that
the obligations of the Employee are personal and shall not be assigned by him.
IDEXX may assign its rights and obligations under this Agreement to a subsidiary
of IDEXX, provided that IDEXX shall also remain liable for the discharge of such
obligations.
6.7 Waivers. No delay or omission by IDEXX in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
A waiver or consent given by IDEXX on any one occasion shall be effective only
in that instance and shall not be construed as a bar or waiver of any right on
any other occasion.
6.8 Section Headings. The captions of the sections of this
Agreement are for convenience of reference only and in no way define, limit or
affect the scope or substance of any section of this Agreement.
6.9 Severability. In case any provision of this Agreement
shall be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.
IDEXX LABORATORIES, INC.
By: /s/ Xxxxx X. Xxxx
Title: Chief Executive Officer
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
