EXHIBIT 10.29
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("AGREEMENT") is made as of January
17, 2000 by and between GENETIC VECTORS, INC., a Florida corporation, with its
principal executive offices at 0000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx
00000 (the "COMPANY") and XXXX XXXXXXXXX, an individual residing at the address
set forth in Section 13 hereof (the "EXECUTIVE").
WHEREAS, the Executive has been offered the position of President and
Director of Business Development ("PRESIDENT") of the Company and will begin to
serve in such capacities on the Effective Date (as herein defined);
WHEREAS, the Company wishes to assure itself of the services of the
Executive for the period provided for herein and the Executive is willing to
serve in the employ of the Company for said period upon the terms and conditions
hereinafter provided; and
WHEREAS, the Company's Board has determined that the best interests of the
Company and its shareholders would be served by providing for the terms and
conditions of the Executive's employment as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the Company and the Executive hereby
agree as follows:
Section 1. DEFINITIONS. As used herein, the following terms shall have
the meanings set forth below.
"DISABILITY" of the Executive means that, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from his duties on a full time basis for thirty (30) days in any three
(3) month period. If the Executive is prevented from performing his duties
because of Disability, upon request by the Company, the Executive shall submit
to an examination by a physician selected by the Company, at the Company's
expense, and the Executive shall also authorize his personal physician to
disclose to the selected physician all of the Executive's medical records.
"FISCAL YEAR" means any fiscal year of the Company, as applicable.
"PERSON" means any individual, sole proprietorship, general or limited
partnership, joint venture, trust, unincorporated organization, association,
corporation, institution, entity, party, limited liability company or government
(whether territorial, national, federal, state, provincial, county, city,
municipal or otherwise, including, without limitation, any instrumentality,
division, agency, body or department thereof).
Section 2. EMPLOYMENT AND TERM. The Company hereby employs the Executive,
and the Executive hereby accepts such employment by the Company, for the
purposes and upon the terms and conditions contained in this Agreement and
subject to the approval of the Company's Board of Directors. Subject to the
terms and conditions contained herein and the approval of the Board ("the
"BOARD"), the initial term of this Agreement shall be for a two (2) year period,
commencing on the date on which Executive begins his employment at the Company
(the "EFFECTIVE DATE"), and terminating on the second anniversary of the
Effective Date. Thereafter, the Company shall have the option, in its sole
discretion to renew this Agreement on its then-current terms and conditions for
subsequent one (1) year extension terms upon written notice ninety (90) days'
prior to the then applicable term or extension term. The initial term hereof and
any extension term are referred to herein as the "EMPLOYMENT PERIOD."
Section 3. EMPLOYMENT CAPACITY AND DUTIES. The Executive shall be employed
throughout the Employment Period as the President of the Company. The Executive
shall have the duties and responsibilities normally associated and incumbent
with the position of President of the Company and shall render services to the
Company as its President and in connection therewith shall perform such duties,
as the Executive may reasonably be directed to perform by the CEO and the Board.
Accordingly, and not by way of limitation, as President of the Company, the
Executive at the request of the Chairman of the Board attend all meetings of the
shareholders of the Company or the Board and, subject to the direction or
approval of the Board, the Executive shall be responsible for executing the
Company's plans for research and development, manufacturing, sales and
marketing, and business development. The President shall also work in
conjunction with the CEO and the Board in formulating the Company's operating
plans and financial plans. The Company shall cause the executive to be appointed
to the Board effective as of the date hereof and the executive shall serve on
the Board and any Board committee to which he is appointed in accordance with
the bylaws and without further compensation.
Section 4. EXECUTIVE PERFORMANCE COVENANTS. The Executive accepts the
employment described in Section 3 herein and agrees to devote his full working
time and efforts (except for absences due to illness and appropriate vacations)
to the business and affairs of the Company and the performance of the aforesaid
duties and responsibilities as set forth in Section 3.
Section 5. SALARY AND BONUS. The Executive shall be paid a salary
("SALARY") for the period commencing on the Effective Date at an annual rate of
One Hundred Twenty-Five Thousand ($125,000) payable in equal installments in
accordance with the Company's payroll policies. The Salary shall be pro-rated
for any Fiscal Year hereunder which is less than a full Fiscal Year. The
Executive shall be entitled to such bonuses as are determined by the Board of
Directors.
Section 6. REIMBURSEMENT OF EXPENSES. The Company shall reimburse the
Executive for expenses incurred in providing services to the Company, upon the
Executive's submission of appropriate documentation evidencing such expenses in
accordance with the Company's reimbursement policies as determined from time to
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time by the Board. If there is a dispute as to the eligibility of an expense for
reimbursement in accordance with the Company's reimbursement policies, then such
expense shall be determined to be reimbursable if approved by a majority of the
Board.
Section 7. EMPLOYEE BENEFITS, VACATIONS. During the Employment Period, in
addition to any and all compensation and benefits required or permitted to be
made by the Company to Executive hereunder, the Executive shall receive the
benefits and enjoy the perquisites described below:
a) VACATION. The Executive shall be entitled to four (4) weeks paid
vacation per annum. Such vacation shall be taken at such times as are consistent
with the needs and policies of the Company; and
b) PARTICIPATION IN BENEFIT PLANS. The Executive shall be entitled
to participate in any group hospitalization, health, life or other insurance or
death benefit plan, travel or accident insurance, restricted or stock purchase
plan, stock option plan, retirement income or pension plan, 401(k) plan, or
other present or future group employee benefit plan or program of the Company
for which executives are or shall become eligible. Nothing contained in this
Agreement shall prevent the Board from amending or otherwise altering any such
plan, program or arrangement during the Employment Period; and
c) INDEMNIFICATION. The Executive shall be entitled to
indemnification and protection from liability as set forth in Section 11.
Section 8. TERMINATION OF EMPLOYMENT.
a) NOTICE OF TERMINATION; EMPLOYMENT TERMINATION DATE.
(1) Any termination of the Executive's employment by the
Company or the Executive shall be communicated by written Notice of Termination
to the other party hereto. For purposes of this Agreement, a "NOTICE OF
TERMINATION" shall mean a notice which shall indicate the provision in this
Agreement relied upon.
(2) "EMPLOYMENT TERMINATION DATE" shall mean the date on which
the Employment Period and the Executive's right and obligation to perform
employment services for the Company shall terminate effective upon the first to
occur of the following:
(i) If the Executive's employment is terminated for
Disability, the date on which the Notice of Termination is given;
(ii) If the Executive's employment is terminated by
voluntary action of the Executive (see Section 8(e)), the date specified in the
Notice of Termination, which date shall be no more than fifteen (15) days after
the date that the Notice of Termination is given;
(iii) The death of the Executive;
(iv) The expiration of the Employment Period;
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(v) If the Executive's employment is terminated by
the Company for Cause (see Section 8(b)(1)), the date on which a Notice of
Termination is given; and
(vi) If the Executive's employment is terminated by
the Company other than for Cause, Disability or death of the Executive, the date
specified in the Notice of Termination which date shall not be more than thirty
(30) days after the date that the Notice of Termination is given.
b) TERMINATION FOR CAUSE:
(1) The Company may terminate the Executive's employment
hereunder and the Employment Period for Cause. For the purposes of this
Agreement, "CAUSE" shall mean termination because of Executive's personal
dishonesty, willful misconduct, breach of fiduciary duty involving personal
profit, failure to perform stated duties (after written notice and ten (10) days
to cure), conviction of a violation of any law, rule or regulation (other than
traffic violations or similar offenses) or breach of any other provision of this
Agreement (after written notice and ten (10) days to cure).
(2) If the Executive's employment shall be terminated for
Cause, the Company shall pay the Executive his unpaid Salary through the
Employment Termination Date.
c) TERMINATION FOR DISABILITY. The Company may terminate the
Executive's employment because of the Disability of the Executive and thereafter
the Company shall pay to the Executive (or his successors) his unpaid Salary
through the Employment Termination Date.
d) TERMINATION UPON EXECUTIVE'S DEATH. In the event of the
Executive's death, the Company shall pay to the Executive's estate any unpaid
amount of Salary through the date of death.
e) VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive
voluntarily terminates his employment with the Company prior to the expiration
of the Employment Period, the Company shall pay the Executive his unpaid Salary
through the Employment Termination Date.
f) COMPENSATION UPON TERMINATION OTHER THAN FOR CAUSE.
(1) If the Company shall terminate the Executive's employment
for any reason other than pursuant to Sections 8(b), (c) or (d), then the
Company shall, pay to the Executive his unpaid Salary through the remainder of
the applicable term or extension term as the case may be and any accrued but
unpaid bonus previously awarded by the Board of Directors at the same time such
Salary or Bonus would have been paid had the Executive not been terminated.
Section 9. STOCK OPTIONS. The Company shall provide to the Executive
pursuant to the terms and conditions of the Stock Options Addendum attached
hereto, stock options (the "STOCK OPTIONS") to acquire Seventy-Five Thousand
(75,000) common shares of the Company's capital stock ("COMMON SHARES") at an
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exercise price equal to the closing price of the Common Shares on the date of
grant.
PERCENTAGE OF STOCK OPTIONS VESTING VESTING DATE
33.3% One year after Effective Date
66.6% Two years after the Effective Date
100% Three years after the Effective Date
The Stock Options shall be granted under and shall be subject to the terms
and conditions of the Stock Option Addendum and the provisions thereof shall
control in the event of the termination of Executive's employment.
Section 10. CERTAIN COMPANY PROTECTION PROVISIONS. The following
provisions apply for the protection of the Company, and shall survive
indefinitely, beyond the duration of this Agreement:
(a) NONCOMPETITION. During the Employment Period and for a period
for two (2) years thereafter (the RESTRICTED PERIOD"), the Executive shall not
directly or indirectly compete with the Company by owning, managing, managing,
controlling or participating in the ownership, management or control of or be
employed by or engaged in any Competitive Business (as defined herein) in any
location in the United States in which the Company is doing business (the "TRADE
AREA"). As used herein, a "COMPETITIVE BUSINESS" is any other corporation,
partnership, proprietorship, firm or other business entity which is engaged in a
"core business of the Company." A "core business of the Company" is the
development, manufacture, distribution or sale of a particular type of product,
reagent or kit involved in the detection or preparation of nucleic acids in
which the Company or DNA Sciences, Inc., a California corporation, has invested
or expended more than Two Hundred Thousand Dollars ($200,000) in the eighteen
(18) months prior to the "Measurement Date" (as defined herein). The MEASUREMENT
DATE shall be the point in time during the Restricted Period that the Executive
becomes associated with a Competitive Business whether such association is by
employment, engagement or by directly or indirectly owning, managing,
controlling or participating in the ownership, management or control of a
Competitive Business. In the event of any period of investment or expenditure
which commenced less than eighteen (18) months from the Measurement Date the
amount invested or expended shall be annualized for such eighteen (18) month
period.
Notwithstanding the above, the Executive may become employed by or
engaged by a "Competitive Business" so long as the Executive (a) was not
directly involved with or participating in the areas of "core business of the
Company" which makes the other business a "Competitive Business", or (b) if the
Executive is not involved, directly, in that part of the Competitive Business
which is competitive with the "core business of the Company." In addition, the
Executive may be employed by or engaged by any business which after the date
hereof becomes a "Competitive Business," if the employment or engagement
occurred prior to the Company entering into a new "core business of the Company"
(whether by acquisition or through the Company's own initiative), which caused
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such other business to become a Competitive Business. Also, this section is not
violated if the Executive owns no more than 5% of the stock of any publicly
traded Competitive Business.
(b) NON-INTERFERENCE. During the Restricted Period, the Executive
shall not for his own benefit or the benefit of any other person, induce or
solicit any employee of the Company or any person doing business with the
Company to terminate his or her employment or business relationship with the
Company or otherwise interfere with any such relationship.
(c) CONFIDENTIALITY. The Executive agrees and acknowledges that , by
reason of the nature of his duties as an officer and employee, he will have or
may have access to and become informed of confidential and secret information
which is a competitive asset of the Company ("CONFIDENTIAL INFORMATION"),
including without limitation any lists of customers or subscribers, financial
statistics, research data or any other statistics and plans contained in profit
plans, capital plans, critical issue plans, strategic plans or marketing or
operation plans or other trade secrets of the Company and any of the foregoing
which belong to any person or company but to which the Executive has had access
by reason of his employment relationship with the Company. The Executive agrees
faithfully to keep in strict confidence, and not, either directly or indirectly,
to make known, divulge, reveal, furnish, make available or use (except for use
in the regular course of his employment duties) any such Confidential
Information. The Executive acknowledges that all manuals, instruction books,
price lists, experiment logs or papers, information and records and other
information and aids relating to the Company's business, and any and all other
documents containing Confidential Information furnished to the Executive by the
Company or otherwise acquired or developed by the Executive, shall at all times
be the property of the Company. Upon termination of the Employment Period, the
Executive shall return to the Company any such property or documents which are
in his possession, custody or control, but his obligation of confidentiality
shall survive such termination of the Employment Period until and unless any
such Confidential Information shall have become, through no fault of the
Executive, generally known to the trade. The obligations of the Executive under
this subsection are in addition to, and not in limitation or preemption of, all
other obligations of confidentiality which the Executive may have to the Company
under general legal or equitable principles.
(d) REMEDIES. It is expressly agreed by the Executive and the
Company that these provisions are reasonable for purposes of preserving for the
Company its business, goodwill and Confidential Information. It is also agreed
that if any provision is found by a court having jurisdiction to be unreasonable
because of scope, area or time, then that provision shall be amended to
correspond in scope, area and time to that considered reasonable by a court and
as amended shall be enforced and the remaining provisions shall remain
effective. In the event of any breach of these provisions by the Executive, the
parties recognize and acknowledge that a remedy at law will be inadequate and
the Company may suffer irreparable injury. The Executive acknowledges that the
services to be rendered by him are of a character giving them peculiar value,
the loss of which cannot be adequately compensated for in damages; accordingly,
the Executive consents to injunctive and other appropriate equitable relief
without the posting of any type of bond or surety upon the institution of
proceedings therefor by the Company in order to protect the Company's rights.
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Such relief shall be in addition to any other relief to which the Company may be
entitled at law or in equity.
Section 11. INDEMNIFICATION. As an officer of the Company, the Executive
shall be indemnified by the Company in accordance with the indemnification
provisions of the Company's Bylaws as in effect on the date hereof, and
otherwise to the extent to which officers of a corporation organized under the
laws of Florida may be indemnified pursuant to Section 607.0850 of the Florida
Statutes, as the same may be amended from time to time (or any subsequent
statute of similar tenor and effect), subject to the terms and conditions of
such statute.
Section 12. SUCCESSORS AND ASSIGNS. Except as hereinafter expressly
provided, the agreements, covenants, terms and provisions of this Agreement
shall bind the respective heirs, executors, administrators, successors and
assigns of the parties.
This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or transfer this Agreement or
any rights or obligations hereunder, except as provided in this Section 12.
Without limiting the foregoing, the Executive's right to receive payments
hereunder shall not be assignable or transferable, whether by pledge, creation
of a security interest or otherwise, and in the event of any attempted
assignment or transfer in contravention of this Section 12 the Company shall
have no liability to pay to the purported assignee or transferee any amount so
attempted to be assigned or transferred.
Section 33. NOTICES. All notices and other communications that are
required or may be given under this Agreement shall be in writing and shall be
delivered personally or by certified mail addressed to the party concerned at
the following addresses:
If to the Company: Genetic Vectors, Inc.
0000 X.X. 00xx Xxxxxx
Xxxxx 000
Attn: Xxxx X. XxXxxx, Xx., President
With a copy to: Xxxxxxxxxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
If to Executive: Xxxx Xxxxxxxxx
----------------------
----------------------
----------------------
With a copy to: Xxxxxxx X. Xxxxxxxxxx, Esquire
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
All notices shall be effective upon receipt.
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Section 14. WAIVER; REMEDIES CUMULATIVE. No waiver of any right or option
hereunder by any party shall operate as a waiver of any other right or option,
or the same right or option as respects any subsequent occasion for its
exercise, or of any legal remedy. No waiver by any party of any breach of this
Agreement or of any agreement or covenant contained herein shall be held to
constitute a waiver of any other breach or a continuation of the same breach.
All remedies provided by this Agreement are in addition to all other remedies
provided under this Agreement or applicable law.
Section 15. GOVERNING LAW; SEVERABILITY. This Agreement and its various
terms, provisions, covenants and agreements, and the performance thereof, shall
be construed, interpreted and enforced under and with reference to the laws of
the State of Florida. It is the intention of the Company and the Executive to
comply fully with all laws and matters of public policy relating to employment
agreements and restrictive covenants, and this Agreement shall be construed
consistently with such laws and public policy to the extent possible. If and to
the extent any one or more covenants, agreements, terms and provisions of this
Agreement or any portion or portions thereof shall be held invalid or
unenforceable by a court of competent jurisdiction, then such covenants,
agreements, terms and provisions (or portions thereof) shall be deemed separable
from the remaining covenants, agreements, terms and provisions of this Agreement
and such holding shall in no way affect the validity or enforceability of any of
the other covenants, agreements, terms and provisions hereof.
Section 16. MISCELLANEOUS. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.
This Agreement may not be modified, changed or amended except in a writing
signed by each of the parties hereto. This Agreement may be signed in multiple
counterparts, each of which shall be deemed an original hereof. The captions of
the several sections and subsections of this Agreement are not a part of the
context hereof, are inserted only for convenience in locating such sections and
subsections and shall be ignored in construing this Agreement.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement
as of the date first above written.
EXECUTIVE:
XXXX XXXXXXXXX
------------------------------------
COMPANY:
GENETIC VECTORS, INC.,
A FLORIDA CORPORATION
By:
--------------------------------
Its:
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STOCK OPTION ADDENDUM
TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
GENETIC VECTORS, INC.
AND
XXXX XXXXXXXXX
Subject to all of the terms and conditions contained herein, the
undersigned, Genetic Vectors, Inc., a Florida corporation (the "COMPANY"),
hereby grants to XXXX XXXXXXXXX (the "Executive") the following options to
purchase shares (the "EXECUTIVE OPTION SHARES") of the Company's $.001 par value
common stock (the "COMMON SHARES") as follows:
The Company and the Executive hereby agree as follows:
Subject to all of the terms and conditions contained herein, the Company
hereby grants to Executive the following options to purchase Common Shares:
OPTIONS. The Company hereby grants to Executive the right and option,
pursuant to the Company's 1999 Stock Incentive Plan, to purchase from the
Company Seventy-Five Thousand (75,000) Common Shares (the "OPTIONS") upon the
following terms and conditions:
TERM OF OPTIONS. The Options shall be effective throughout the
Employment Period and for a period of ten years from the date of grant.
PURCHASE PRICE. The purchase price for the Option shall be equal to
the Closing Price of the Common Shares on the date of grant.
OPTIONS NON-TRANSFERABLE. The option rights with respect to the
Options are non-transferable and are personal to Executive and may be
exercised only by Executive and non one else.
TIME OF EXERCISE. Except as set forth herein, there are no conditions
to the exercise or the exercisability by the Executive of the Options.
VESTING OF OPTIONS. Subject to the provisions of Section 3 hereof, the
Options shall vest as follows: (1) one-third on the first anniversary of the
date first written above (2) one-third on the second anniversary of the date
first written above and (3) one third on the third anniversary of the date first
written above, provided, however, that if the executive's employment is
terminated for any reason other than death or permanent disability (as defined
in the Company's 1999 Stock Option Plan), any and all Options that have not
vested as of the Employment Termination Date (as defined in the Executive
Employment Agreement) shall expire on such Employment Termination Date.
SECURITIES ACT, ETC. In the absence of an effective Registration Statement
under the Securities Act of 1933, as from time to time in effect (the "ACT"),
relating thereto, the Company shall not be required to register a transfer of
shares delivered or deliverable upon exercise of the Options ("DELIVERED
SHARES") on its books unless the Company shall have been provided with an
opinion of counsel satisfactory to it prior to such transfer that registration
under the Act is not required in connection with the transaction resulting in
such transfer. Each certificate evidencing Delivered Shares or issued upon any
transfer of Delivered Shares shall bear an appropriate restrictive legend,
except that such certificate shall not bear such a restrictive legend if the
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opinion of counsel referred to above is to the further effect that such legend
is not required in order to establish compliance with the provisions of the Act.
Nothing in this paragraph 2 shall modify or otherwise affect the provisions
applicable to the Delivered Shares.
TERMINATION, EXERCISE, ETC.
Except as set forth herein, the Options shall expire and terminate, to the
extent not previously exercised, as to all Executive Option Shares on the
Employment Termination Date.
Unless the Board of Directors (the "BOARD") determines otherwise, the
Executive's rights in respect of any outstanding Options shall immediately
terminate and no shares (or cash) shall be delivered with respect to the Options
if prior to the delivery of the Executive Option Shares, (i) the Executive is
terminated for cause or (ii) the Executive engages in conduct as determined by
the Board to violate the non-competition or non-disclosure provisions set forth
in Section 10 of the Executive Employment Agreement or (iii) failure to provide
the representations and certifications required in Section 3 hereof.
Subject to the preceding paragraph 3(a) and the other provisions of this
addendum, the Options may, to the extent exercisable but not previously
exercised, be exercised at any time and from time to time, in whole or in part,
by written notice delivered to the Company signed by the Executive or the Estate
thereof. Such notice shall state the number of Option Shares in respect to which
the Options are being exercised, and shall contain such representations and
warranties of the Executive or the Estate thereof as the Company may then deem
necessary or desirable in order to comply with federal or state securities laws
or as may otherwise be reasonably requested by the Company and shall be
accompanied either (i) by payment in full (in cash, by personal check or by any
other method acceptable to the Company) of the full Exercise Price in respect
thereof or (ii) delivery to the Company of a number of shares of Common Stock
owned by the Executive and having a fair market value (determined reasonably and
in good faith by the Board of Directors and, if reasonably possible, prior to
such exercise) equal to the full Exercise Price in respect thereof. In addition,
the Company shall have the right to require that the Executive or the Estate
thereof, when exercising the Options in whole or in part, remit to the Company
an amount sufficient to satisfy any federal, state or local withholding tax
requirements (or make other arrangements satisfactory to the Company) with
regard to such taxes prior to the delivery of any Delivered Shares pursuant to
such exercise, including, without limitation, by withholding Delivered Shares
otherwise deliverable upon such exercise, and, if requested by the Executive or
such Estate, the Company shall so withhold at least a number of Delivered Shares
requested to be so withheld by the Executive at the time of such exercise. As
soon as practicable after such notice and payment shall have been received, the
Company shall deliver a certificate or certificates representing the number of
Delivered Shares with respect to which the Options were exercised, registered in
the name of the Executive or such other name as the Executive shall direct.
All Delivered Shares that shall be purchased upon the exercise of the
options as provided herein shall be fully paid and non-assessable.
CERTAIN CONDITIONS. In the event the Company (i) pays a dividend or makes
a distribution on its Common Stock, (ii) subdivides its outstanding shares of
Common Stock into a greater number of shares, (iii) combines its outstanding
shares of Common Stock into a smaller number of shares, (iv) makes a
distribution on its Common Stock in shares of its capital stock other than
Common Stock, (v) issues by reclassification of its Common Stock any shares of
its capital stock, or (vi) consummates any merger reorganization or
consolidation pursuant to which any securities or other consideration is issued
to the holders of outstanding shares of capital stock of the Company (each an
"ADJUSTMENT EVENT"), then the Options granted to the Executive hereunder shall
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be so adjusted and upon the exercise of such Options, the Executive shall be
entitled to receive such securities of the Company or other consideration as the
Executive would have held immediately after the consummation of such Adjustment
Event had the Delivered Shares issuable upon such exercise been held by the
Executive on such record date.
5. RIGHT OF OFFSET. The Company shall have the right to offset against the
obligation to deliver Executive Option Shares (or cash) under this Stock Option
Addendum (i) any amounts or liabilities of the Executive to the Company or (ii)
any claims of the Company against the Executive.
6. NO RIGHTS TO CONTINUED EMPLOYMENT. Nothing in this Stock Option
Addendum or the 1999 Stock Incentive Plan shall be construed as giving the
Executive any right to continue employment or affect any right which the Company
may have to terminate or alter the terms and conditions of the Executive's
Employment.
7. BOARD OF DIRECTORS. The Board shall have full discretion with respect
to any actions to be taken or determined to be made in connection with this
Stock Option Addendum and its determinations shall be final, binding and
conclusive.
8. AMENDMENT BY BOARD. The Board reserves the right at any time to amend
the terms and conditions set forth in this Stock Option Addendum and the Board
may amend the 1999 Stock Incentive Plan in any respect.
9. MISCELLANEOUS. Except as specifically otherwise provided in Section 4
hereof as to exercise by the Executive's Estate, the Options may not be assigned
or transferred, in whole or in part, whether by operation of law, upon death or
otherwise, by the Executive without the written consent of the Company which the
Company may withhold in its sole and absolute discretion, with or without any
reason. The Options are not intended to constitute and "incentive stock option"
as that term is used in Section 422 of the Internal Revenue Code of 1986, as
amended, and shall not be treated as incentive stock options. The Options shall
be governed by and construed in accordance with the laws of the State of
Florida.
GENETIC VECTORS, INC.
By:
---------------------------------
Name:
-------------------------------
Title:
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