EXHIBIT 10.36
September 1, 1995
Xx. Xxxxxxx X. Xxxxxx
Brookside, Roman Road
Ingatestone
Essex CMR 9PE
England
Dear Xxx:
As you are aware, the initial term (the "Initial Employment Term") of
your Employment Agreement dated September 7, 1990 (the "Employment Agreement")
with Applied Bioscience International Inc. ("APBI") is due to expire on
September 6, 1995. Originally, it was contemplated that subsequent to
September 6, 1995 your responsibilities and overall time commitment to APBI
would be greatly reduced as reflected in that certain letter agreement dated
April 30, 1993 (the "Extension Letter"). However, in light of your recent
reelection to the position of chief executive officer of APBI and the
extraordinary time commitment you are making to APBI, APBI would like to extend
the Initial Employment Term of your Employment Agreement through September 6,
1996 and otherwise amend your Employment Agreement and the prior Extension
Letter, as provided herein.
1. Terms of Continuing Employment
Set forth below are the terms and conditions upon which we agree to
vary our respective rights, obligations and duties under the Employment
Agreement and the original Extension Letter and to continue and extend the
period of your employment with APBI.
A. Term, Employment and Duties.
(i) The Initial Employment Term of your Employment
Agreement shall be extended through September 6,
1996 with such date being referred to as the
"Expiration Date" both for purposes of this letter
and the Extension Letter. Your employment will be
reviewed annually and upon the expiration of the
Initial Employment Term (or any renewal period)
your employment, as APBI's chief executive
officer, may be extended for successive twelve-
month terms upon written approval of you and APBI.
In the event your employment is not extended as
provided above, then the terms and provisions of
the Extension Letter will immediately become
applicable with your continuing employment with
APBI during the Extension Period (as defined in
Xx. Xxxxxxx X. Xxxxxx
September 1, 1995
Page 2
the Extension Letter) being governed by the terms
set forth therein.
(ii) During the remainder of the Initial Employment
Term you shall continue to render your full-time
executive services to APBI as the Chairman of the
Board, Chief Executive Officer and President of
APBI, subject to the direction of the Board of
Directors of APBI. Your services will be
performed at your discretion at any of APBI's
offices, at the offices of APBI Investor
Relations, Inc. located at 000 Xxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000, from your
residence in Essex, England (or such other
residence as you may subsequently establish) or
such other location as you and APBI may mutually
agree upon. Also, consistent with the terms of
your Employment Agreement you will not be
obligated to relocate your current personal
residence in connection with the performance of
your duties hereunder.
B. Compensation.
Your annual salary
will be $250,000 effective as of February 12,
1995. During the remainder of the Initial
Employment Term, your salary will be subject to
review and possible upward adjustment by APBI's
Employee Stock Plans and Compensation Committee
("Compensation Committee") in accordance with
Section 3.1 of your Employment Agreement.
Effective as of February 12, 1995, the Company
shall no longer continue its prior practice of
crediting any amounts paid to you in a particular
year from APBI's United Kingdom contributory
defined benefit pension plan toward the amount of
salary you would otherwise be entitled to
receive hereunder. In addition to the salary and
other benefits to be paid or made available to
you, during the Initial Employment Term you
shall be eligible to participate in APBI's
Economic Value Added incentive compensation plan
( the "EVA Plan") or any successor
plan. For fiscal year 1995 and all
additional periods of your employment during the
Initial Employment Term (and any renewal periods)
your target incentive shall be set by the Board or
the Compensation Committee.
(ii) Your salary during the
Extension Period and the Company's policy with
respect to expense reimbursement during such
period shall continue to be governed by the terms
of the Extension Letter.
Xx. Xxxxxxx X. Xxxxxx
September 1, 1995
Page 3
C. Relocation on Expenses
At such time as you desire to relocate all of your possessions,
household effects and similar items to the United Kingdom, all moving and
related expenses, including travel expenses of you and your spouse, shall be
borne by APBI.
D. Effect
Except as otherwise amended,Ivaried or supplemented hereby (whether
expressly or by implication), the terms of the Employment Agreement and the
Extension Letter shall continue to govern the terms of your employment with
APBI. For the avoidance of doubt, you acknowledge that, notwithstanding any
contrary provisions of the Employment Agreement, your sole claims to
compensation and your duties and responsibilities after the Expiration Date
shall be as set forth in the Extension Letter, provided, however, that the
provisions of Sections 5.1, 5.2, 5.5 and 5.12 of the Employment Agreement shall
remain in full force and effect during the Extension Period. The provisions
included herein shall in no way limit any rights that you may have under the
Employment Agreement during the Initial Employment Term or under that certain
severance agreement dated December 1, 1987, as amended (the "Severance
Agreement"), provided, however, that subsequent to September 6, 1995, you shall
be ineligible to receive benefits under the Severance Agreement for any event
occurring after September 6, 1995.
2. Governing Law
Any dispute arising hereunder or regarding interpretation of any
provision hereof shall be governed by the laws of the State of New Jersey.
3. Notice
Any notice given to either party hereunder shall be given in writing
delivered in person or by registered mail addressed to the Board of Directors of
APBI at the then principal office of APBI or to you at the address above stated,
as the case may be. If the foregoing reflects our understanding of the agreed
terms of amendment and extension of your employment with APBI, please indicate
Xx. Xxxxxxx X. Xxxxxx
September 1, 1995
Page 4
your acceptance of such terms by endorsing and returning to me the enclosed copy
of this letter.
Very truly yours,
APPLIED BIOSCIENCE INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Chief
Financial Officer
ACCEPTED AND AGREED:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Dated: September 14, 1995
