EXHIBIT 10.49
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement ("Amendment"), effective
as of July 28, 2000, is made by and between NANOGEN, INC., a Delaware
corporation (the "Company"), and XXXXX XXXXXXX, III (the "Executive").
RECITALS
WHEREAS, the Company and Executive have entered into an Employment
Agreement, dated October 29, 1999 (the "Employment Agreement"); and
WHEREAS, the Company and Executive wish to amend the Employment
Agreement as described herein.
NOW, THEREFORE, the Company and Executive, in consideration of the
mutual promises set forth herein, agree as follows:
TERMS
1. RENEWAL. In Article I, Section B RENEWAL, the last sentence of the
second paragraph shall be amended to decrease the number of months from
"18" to "6", during which the Executive shall be paid his salary and
benefits after termination as described therein.
2. SECTION 280G. In Article III, Section E SECTION 280G relating to
restrictions on payments made pursuant to the Employment Agreement that
may be considered "excess parachute payments" during Change of Control
events as defined therein, shall be deleted in its entirety.
3. REMAINDER OF AGREEMENT. The other terms and conditions contained in the
Employment Agreement shall remain in effect pursuant to the Employment
Agreement and such terms and conditions, where applicable, shall also
govern this Amendment.
4. GOVERNING LAW. This Amendment shall be construed in accordance with the
laws of the State of California, notwithstanding its conflicts of law
provisions.
5. EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges (a) that he has
consulted with or has had the opportunity to consult with independent
counsel of his own choice concerning this Amendment, and has been
advised to do so by the Company, and (b) that he has read and
understands this Amendment, is fully aware of its legal effect, and has
entered into it freely based on his own judgment.
6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which taken together constituted one and the same
agreement.
Executed by the parties as of the day and year first above written.
NANOGEN, INC.
By:
/s/Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chairman and Chief
Executive Officer
EXECUTIVE
/s/Xxxxx Xxxxxxx, III
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Xxxxx Xxxxxxx, III
