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EXHIBIT 10.68
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of September 7, 1996 by and between GENE LOGIC INC., a Delaware corporation (the
"Company") and XXXX X. XXXXXXX, a Texas resident ("Xxxxxxx").
RECITAL:
The Company desires to secure the services of Xxxxxxx and Xxxxxxx
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 Xxxxxxx as Vice President, Scientific
Operations and Xxxxxxx hereby accepts such employment and such position. Xxxxxxx
shall devote his full time, ability, attention, knowledge and skill to
performing all duties as Vice President, Scientific Operations, as lawfully
assigned or delegated to him by the Chief Executive Officer of the Company.
2. Base Salary. In consideration for Xxxxxxx'x services to the Company
during the term of his employment under this Agreement, Xxxxxxx shall receive an
annual base salary of $140,000 during 1996, $160,000 during 1997, and thereafter
in such amounts as may be mutually agreed by the Company and Xxxxxxx. Base
salary shall be paid in equal, bi-weekly 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. In addition to the salary specified above, the
Company shall provide Xxxxxxx with stock incentives as follows:
3.1 Incentive Stock Options. Upon commencement of the term of
employment engaged by this Agreement, the Company shall grant to Xxxxxxx
incentive stock options to purchase 75,000 shares of the Company's common stock
at a purchase price of $0.15 per share. While this Agreement remains in force,
such options shall become exercisable according to the following schedule:
twenty-five percent (25%) upon the date of commencement and thereafter at a rate
of 1/36th each month for 36 months beginning upon the first anniversary of such
date. Any unexercisable options held by Xxxxxxx pursuant to this Subsection 3.1
shall automatically become exercisable upon the date upon which a registration
statement for the sale of securities of the Company to the public becomes
effective, or upon any merger of the Company or sale of the Company or all or
substantially all of its assets.
3.2 Effect of Termination by Xxxxxxx. In the event Xxxxxxx
terminates this Agreement prior to its first anniversary, all vested stock shall
become unvested and the Company shall have the right to repurchase any shares of
the Company's stock acquired by Xxxxxxx under Subsection 3.1 above, such
repurchase to occur at a purchase price equal to Xxxxxxx'x original purchase
price for such shares.
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4. Additional Compensation and Benefits.
4.1 Signing Bonus. Upon the execution of this Agreement, the
Company shall pay to Xxxxxxx a cash signing bonus in the amount of $20,000.
4.2 Annual Performance Bonus. During each calendar year while
this Agreement remains in force, commencing with 1996, Xxxxxxx shall receive, in
addition to the base salary specified in Section 2 above, a performance bonus
based upon achievement of goals mutually agreed by Eastman and the Chief
Executive Officer of the Company. The amount of such bonus for 1996 shall be
$20,000 in cash; thereafter any annual bonus shall be in such amount as may be
mutually agreed by the Company and Xxxxxxx, but not less than $20,000 for
calendar year 1997.
4.3 Relocation Expenses and Allowances. The Company shall
reimburse Xxxxxxx on a tax grossed-up basis for all reasonable moving expenses,
temporary accommodation and house-hunting expenses and other costs related to
his relocation to the vicinity of the Company's headquarters, including seller's
closing costs on the sale of Xxxxxxx'x existing house and purchaser's closing
costs on the purchase of a new home, including up to three (3) points on the new
mortgage for such purchase.
4.4 Medical Benefits, Vacation and Sick Leave. Xxxxxxx 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 (20) days of
paid vacation per year and sick leave on the same basis as the Company's other
senior executives.
4.5 Pension Plan. Xxxxxxx 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. Xxxxxxx 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 September 23, 1996 and ending on September 22, 2000,
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.
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7. Terminiation of Employment.
7.1 For Cause. The Company may terminate this Agreement,
effective immediately upon written notice to Xxxxxxx, if at any time, in the
reasonable opinion of the Company's Board of Directors, (a) Xxxxxxx 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 Xxxxxxx in the event of termination of Xxxxxxx'x
employment under this Subsection 7.1 shall be limited to the payment of
Xxxxxxx'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 Xxxxxxx. Upon any
termination of this Agreement without cause by the Company, the Company shall
pay to Xxxxxxx as severance pay in one lump sum an amount equal to three (3)
months of his then current salary in addition to such other compensation to
which Xxxxxxx may be entitled prior to the date of termination.
7.3 By Xxxxxxx. Xxxxxxx 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 Xxxxxxx in the event of termination of
Xxxxxxx'x employment under this Subsection 7.3 shall be limited to the payment
of Xxxxxxx'x salary and benefits through the effective date of termination and
the provisions of Subsection 7.2 shall not apply.
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.
8.2 Entire Agreement. This Agreement constitutes the entire
agreement between the Company and Xxxxxxx 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.
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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.
00000 Xxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
To Xxxxxxx: Xxxx X. Xxxxxxx
00 X. Xxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 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.
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. By: /S/ XXXX X. XXXXXXX
a Delaware corporation -----------------------------
Xxxx X. Xxxxxxx
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xx. Xxxxxxx X. Xxxxxxx
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Title: President and Chief Executive Officer
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