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EXHIBIT 10.58
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into as of October 11, 1999 by and between GENE LOGIC INC., a Delaware
corporation (the "Company") and XXXXXX X. XXXXXX, XX., a Maryland resident
("Xxxxxx").
RECITALS:
The Company desires to secure the services of Xxxxxx and Xxxxxx
desires to perform such services for the Company on the terms and conditions as
set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
promises and conditions contained in this Agreement, the parties hereto hereby
agree as follows:
1. Employment and Duties. Subject to the terms and conditions of
this Agreement, the Company shall employ Xxxxxx as the Chief Financial Officer
of the Company and Xxxxxx hereby accepts such employment and such position.
Xxxxxx shall devote his full time, ability, attention, knowledge and skill to
performing all duties as Chief Financial Officer of the Company as lawfully
assigned or delegated to him by the President and Chief Operating Officer.
2. Base Salary. In consideration for Xxxxxx'x services to the
Company during the term of his employment under this Agreement, Xxxxxx shall
receive an annualized base salary of $175,000 during 1999, and thereafter in
such amounts as may be mutually agreed by the Company and Xxxxxx, but not less
than $175,000. Base salary shall be paid in equal, semi-monthly installments
from which the Company shall withhold and deduct all applicable federal and
state income, social security, disability and other taxes as required by
applicable laws.
3. Incentive Stock Options. The Company will grant 125,000 incentive
stock options to Xxxxxx upon employment with 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.
4. Additional Compensation and Benefits.
4.1 Executive Bonus Program. You are eligible to participate
in the Executive Bonus Program which has an annualized potential of $60,000. You
will be eligible to receive a prorated portion of this based upon your start
date and the achievement of goals and successful attainment of objectives as
mutually agreed by you and the President and Chief Operating Officer.
4.2 Medical Benefits, Vacation and Sick Leave. Xxxxxx shall be
entitled to participate in such medical, health and life insurance plans as the
Company may from time to time implement, and to receive twenty-eight (28) days
of paid vacation per year and sick leave on the same basis as the Company's
other senior executives. This paid time off will be prorated depending on actual
start date to accrue at 2.33 days per month.
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4.3 Pension Plan. Xxxxxx shall be entitled to participate as a
beneficiary under such pension plan(s) as the Company may from time to time
adopt, on the same basis as the Company's other senior executives.
5. Confidentiality and Proprietary Inventions Agreement. Upon the
commencement of the term of this Agreement, Xxxxxx shall enter into the
Company's standard form of agreement relating to the treatment of the Company's
confidential information and ownership of proprietary inventions.
6. Term of Employment. Subject to the provisions of Section 7, the
term of the employment engaged by this Agreement shall be a period of four (4)
years commencing on October 11, 1999 and ending four (4) years later, October
10, 2003 whereupon the term shall automatically renew for successive one (1)
year periods unless one of the parties to the Agreement shall have given notice
of its intention to terminate the Agreement not later than ninety (90) days
prior to the end of such initial term or any such renewal term.
7. Termination of Employment.
7.1 For Cause. The Company may terminate this Agreement,
effective immediately upon written notice to Xxxxxx, if at any time, in
the reasonable opinion of the Company's Board of Directors, (a) Xxxxxx commits
any material act of dishonesty, fraud or embezzlement with respect to the
Company or any subsidiary or affiliate thereof, (b) is convicted of a crime of
moral turpitude, or (c) breaches any material obligation under this Agreement.
The Company's total liability to Xxxxxx in the event of termination of Xxxxxx'x
employment under this Subsection 7.1 shall be limited to the payment of Xxxxxx'x
salary and benefits through the effective date of termination.
7.2 Without Cause. The Company may terminate this agreement
without cause upon thirty (30) days' written notice to Xxxxxx. Upon any
termination of this agreement without cause by the Company, the Company shall
pay to Xxxxxx as xxxxxxxxx pay in one lump sum an amount equal to six (6) months
of his current salary in addition to such other compensation to which Xxxxxx may
be entitled prior to the date of termination.
7.3 By Xxxxxx. Xxxxxx reserves the right to terminate his
employment hereunder for any reason upon thirty (30) days' written notice to the
Company. The Company's total liability to Xxxxxx in the event of termination of
Xxxxxx'x employment under this Subsection 7.3 shall be limited to the payment of
Xxxxxx'x salary and benefits through the effective date of termination and the
provisions of Subsection 7.2 shall not apply.
7.4 Executive Severance Plan. Xxxxxx is eligible to
participate in the Executive Severance Plan triggered by a change in control.
8. Miscellaneous.
8.1 Modification. Any modification of this Agreement shall be
effective only if reduced to writing and signed by the parties to be bound
thereby.
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8.2 Entire Agreement. This Agreement constitutes the entire
agreement between the Company and Xxxxxx pertaining to the subject matter hereof
and supersedes all prior or contemporaneous written or verbal agreements and
understandings between the parties in connection with the subject matter hereof.
8.3 Severability. If any provision of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall, nevertheless, continue in full force and effect
without being impaired or invalidated in any way.
8.4 Waiver. The parties hereto shall not be deemed to have
waived any of their respective rights under this Agreement unless the waiver is
in writing and signed by the waiving party. No delay in exercising any right
shall be a waiver of such right nor shall a waiver of any right on one occasion
operate as a waiver of such right on a future occasion.
8.5 Costs of Enforcement. If any action or proceeding shall be
commenced to enforce this Agreement or any right arising in connection with this
Agreement, each party shall initially bear its own costs and legal fees
associated with such action or proceeding. The prevailing party in any such
action or proceeding shall be entitled to recover from the other party the
reasonable attorneys' fees, costs and expenses incurred by such prevailing party
in connection with such action or proceeding.
8.6 Notices. All notices provided for herein shall be in
writing and delivered personally or sent by United States mail, registered or
certified, postage paid or by Federal Express, addressed as follows:
To the Company: Gene Logic Inc.
000 Xxxxxx Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
To Xxxxxx: Xxxxxx Xxxxxx
00000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
or to such other addresses as either of such parties may from time to time
designate in writing. Any notice given under this Agreement shall be deemed to
have been given on the date of actual receipt, or, if not received during normal
business hours, on the next business day.
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IN WITNESS WHEREOF, the parties have executed this
Agreement by their duly authorized officers or agents as of the date first
written above.
"Company" "Employee"
GENE LOGIC INC. /s/ Xxxxxx X. Xxxxxx, Xx.
a Delaware corporation ---------------------------
Xxxxxx X. Xxxxxx, Xx.
By: Xxxx X. Xxxxxx
Xxxx X. Xxxxxxx
President and Chief Operating Officer
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