EXHIBIT 10.26
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made as of the ____ day of ____________ 1996, by
and between ENSYS ENVIRONMENTAL PRODUCTS, INC., a Delaware corporation whose
name is being changed to STRATEGIC DIAGNOSTICS INC. as of the date hereof (the
"Company," which is also hereinafter referred to as the "Employer"), and XXXXXXX
X. XXXXXXXXX (the "Executive").
W I T N E S S E T H:
WHEREAS, Employer agrees to retain the services of Executive, and Executive
agrees to work for Employer, all pursuant to the terms and conditions
hereinafter set forth;
NOW, THEREFORE, FOR AND IN CONSIDERATION of the premise, the mutual
promises, covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. EMPLOYMENT. The Employer agrees to employ the Executive and the
Executive agrees to be employed by the Employer on the terms and conditions
hereinafter set forth.
2. CAPACITY. The Executive shall serve as the Chief Executive Officer of
Employer. The Executive shall render such services to the Company as are
customary for such position and perform all other services incident thereto.
3. EFFECTIVE DATE AND TERM. Subject to the provisions of Section 6, the
Executive's employment under this Agreement shall remain in effect for the
period commencing on the date hereof and terminating on December 31, 1997
("Initial Term") and shall be automatically extended for periods of one year
commencing on December 31, 1997 and on each December 31 thereafter, unless
either the Executive or the Employer gives written notice to the other not less
than sixty (60) days prior to the date of any such anniversary, of such party's
election not to extend the term of the Executive's employment hereunder.
4. COMPENSATION AND BENEFITS. The regular compensation and benefits
payable to the Executive under this Agreement shall be as follows:
(a) SALARY. For all services rendered by the Executive under this
Agreement, the Employer shall pay the Executive a salary at the rate, of
$164,000 per year, subject to an annual increase of not less than five percent
(5%) of the then current annual salary, as determined by the Board of Directors
or the Compensation Committee in accordance with the usual practice of the
Employer with respect to review of compensation for its senior executives. The
Executive's salary shall be payable in periodic installments in accordance with
the Employer's usual practice for its senior executives.
(b) BONUS. In addition to salary under Section 4(a), the Executive
shall be entitled to participate in a bonus plan under which he may be entitled
to receive an annual bonus in an amount, up to 75% of such salary, as shall be
determined by the Compensation Committee of the Employer's Board of Directors in
the beginning of each of the Employer's fiscal years under this Agreement
commencing with fiscal 1997. The Compensation
Committee and the Executive shall establish reasonable performance goals and
targets for such bonus. Upon completion of each year, the Compensation
Committee shall review the actual performance against such performance targets
and goals and notify the Executive of the amount of the award. Initially, the
target annual bonus will be 30% of Executive's salary. The Executive's bonus
shall be paid to him within ninety (90) days after the end of the fiscal year to
which it relates, whether he remains an employee of the Employer at the date of
payment or not.
(c) REGULAR BENEFITS. The Executive shall also be entitled to
participate in any and all employee benefit plans, medical insurance plans, life
insurance plans, disability income plans, retirement plans and other benefit
plans from time to time in effect for senior executives of the Employer. Such
participation shall be subject to (i) the terms of the applicable plan
documents, (ii) generally applicable policies of the Employer and (iii) the
discretion of the Board of Directors of the Employer or any administrative or
other committee provided for in or contemplated by such plan, except that all
waiting periods for eligibility to participate in employee benefit plans shall
be waived by the Employer to the extent permissible. The Employer shall also
pay the premiums that come due under Xxxx Xxxxxx Life Insurance Company
Disability Income Policies 01024761080 and 01026933250.
(d) PERQUISITES. The Executive shall be entitled to receive fringe
benefits ordinarily and customarily provided by the Employer to its senior
officers during the term of his employment hereunder. In any event, the
Employer shall provide the Executive with fringe benefits no less favorable to
the Executive than those provided by the Employer to any other employee.
(e) BUSINESS EXPENSES. The Employer shall promptly reimburse the
Executive for all travel and other business expenses, including, without
limitation, cellular phone expenses, incurred by him in the performance of his
duties and responsibilities, subject to such reasonable requirements with
respect to substantiation and documentation as may be specified by the Employer.
(f) EQUITY AWARD. The Executive is hereby granted options to
purchase 100,000 shares of the Employer's common stock under the Employer's 1995
Stock Incentive Plan at an exercise price of [MARKET PRICE] per share (the
"Option"). The Option will be granted pursuant to an Incentive Stock Option
Agreement to be executed contemporaneously herewith in substantially the form of
EXHIBIT A attached hereto and incorporated herein by this reference. The grant
of options pursuant to this Section 4(e) shall be without prejudice to further
grants to the Executive in the future under any plan adopted by the Employer.
5. EXTENT OF SERVICE. During his employment hereunder, the Executive
shall, subject to the direction and supervision of the Board of Directors of the
Employer, devote his full business time, all reasonable efforts and business
judgment, skill and knowledge to the advancement of the Employer's interests and
to the discharge of his duties and responsibilities hereunder, except for
reasonable time spent for service on the boards of directors of other
corporations, vacations, civic and charitable activities, and management of
personal investments.
6. TERMINATION AND TERMINATION BENEFITS. Notwithstanding the provisions
of Section 3, the Executive's employment hereunder shall terminate under the
following circumstances:
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(a) DEATH. In the event of the Executive's death during the
Executive's employment hereunder, the Executive's employment shall terminate on
the date of his death; provided, however, that the Employer shall continue to
pay an amount equal to the Executive's salary to the Executive's beneficiary
designated in writing to the Employer prior to his death (or to his estate, if
he fails to make such designation or such beneficiary predeceases him) for a
period of twelve months after the date of the Executive's death, at the salary
rate in effect on the date of his death, without an increase for any portion of
such twelve (12) month period, said payments to be made on the same periodic
dates as salary payments have been made to the Executive had he not died.
(b) TERMINATION BY THE EMPLOYER FOR CAUSE. The Executive's
employment hereunder may be terminated without further liability on the part of
the Employer effective immediately by a majority vote of all of the members of
the Board of Directors of the Employer (excluding the Executive) for cause by
written notice to the Executive setting forth in reasonable detail the nature of
such cause. Only the following shall constitute "cause" for such termination:
(i) The Executive commits an act constituting fraud or
material misrepresentation with respect to the
Employer;
(ii) The Executive embezzles funds or assets from the
Employer;
(iii) Conviction of the Executive of a felony involving moral
turpitude (excluding motor vehicle violations); or
(iv) Gross and willful failure to perform a substantial
portion of his duties and responsibilities hereunder,
which failure continues for more than thirty (30) days
after written notice given to the Executive pursuant to
a majority vote of all of the members of the Board of
Directors of the Employer, such vote to set forth in
reasonable detail the nature of such failure.
(c) TERMINATION BY THE EXECUTIVE. The Executive's employment
hereunder may be terminated effective immediately by the Executive by written
notice to the Board of Directors of the Employer, provided that the Executive
shall receive the benefits specified in Section 6(e) if he terminates his
employment in the event of the following (any of which being referred to herein
as "Good Reason"):
(i) Failure of such Board of Directors to elect the
Executive to the office of Chief Executive Officer of
the Employer or to continue the Executive in such
office;
(ii) Failure by the Employer to comply with the provisions
of Section 4(a) or 4(c) or any other material breach by
the Employer of any other provision of this Agreement;
or
(iii) Election by the Employer not to extend the term of the
Executive's employment hereunder in accordance with the
provisions of Section 3.
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(d) TERMINATION BY THE EMPLOYER WITHOUT CAUSE. The Executive's
employment with the Employer may be terminated without cause by a majority of
all of the members of the Board of Directors of the Employer (excluding the
Executive) on written notice to the Executive.
(e) CERTAIN TERMINATION BENEFITS. Unless otherwise specifically
provided in this Agreement or otherwise required by law or by the terms of any
employee benefit plan and other compensation plans, programs and structures, or
fringe benefit programs in which the Executive is a participant at the time of
the termination of his employment with the Company, all compensation and
benefits payable to the Executive under this Agreement shall terminate on the
date of termination of Executive's employment hereunder. Notwithstanding the
foregoing, in the event of termination by the Executive for Good Reason pursuant
to Section 6(c) or by the Employer pursuant to Section 6(d), the Executive shall
be entitled to the following benefits:
(i) The Employer shall continue to pay an amount equal to the
Executive's salary to the Executive (or the Executive's beneficiary designated
in writing to the Employer prior to his death or to his estate, if he fails to
make such designation or such beneficiary predeceases him) during a period (the
"Severance Period") which shall extend for a period of twelve (12) months after
the date of the Executive's termination, at the salary rate in effect on the
date of his termination, said payments to be made on the same periodic dates as
salary payments would have been made to the Executive had his employment not
been terminated; provided that in the event that the Employer shall default in
the timely payment of any amount due to the Executive under this Section 6(e) or
in the performance of any of its other obligations under this Section 6(e), the
Executive, at his option, may accelerate the remaining payments that would
become due to him hereunder and such amounts thereupon shall be due and payable
forthwith.
(ii) During the Severance Period, the Executive shall continue to
receive all benefits described in Sections 4(c) existing on the date of
termination (except for any cash bonus plans which shall be prorated through the
date of termination). For purposes of application of such benefits the
Executive shall be treated as if he had remained in the employ of the Employer,
with a total annual salary at the rate in effect on the date of termination.
(iii) In addition to, but not in limitation of, the rights
which the Executive otherwise may have and except as expressly provided in any
award subsequent to the grant of the stock options contemplated by Section 4(f),
any restrictions remaining on any restricted shares issued to the Executive
under the Employer's restricted plans shall immediately lapse, any performance
shares issued to the Executive under the Employer's incentive stock plans shall
immediately vest, and any stock options and stock appreciation rights granted to
the Executive shall become exercisable immediately, and the Executive may
exercise all such options or stock appreciation rights within the later of the
remainder of their term or one year after the expiration of the Severance
Period.
(iv) If, in spite of the provisions of Section 6(e)(ii) above,
benefits or service credits under any benefit plan shall not be payable or
provided under any such plan to the Executive, or to the Executive's dependents,
beneficiaries or estate, because the Executive is no longer deemed to be an
employee of the Employer, the Employer shall pay or provide for
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payment of such benefits and service credits for such benefits to the Executive,
or to the Executive's dependents, beneficiaries or estate; provided, however,
that the Employer shall have no obligations with respect to the federal or state
income tax treatment of the exercise of any stock options or other stock rights
held by the Executive under any of the Employer's stock incentive plans.
(f) NO SET-OFF. The amounts payable to Executive under Section 6(e)
shall not be treated as damages but as severance compensation to which the
Executive is entitled by reason of termination of his employment, and the
Employer shall not be entitled to any set-off against, or reduction of, such
amounts for any reason whatsoever. Notwithstanding any other provision of this
Agreement, the Executive shall be under no obligation to seek or accept any
employment after termination of employment with the Employer for any reason.
7. DISABILITY. If, due to physical or mental illness, the Executive
shall be disabled so as to be unable to perform substantially all of his duties
and responsibilities hereunder, the Employer, acting through its Board of
Directors, may designate another executive to act in his place during the period
of such disability. Notwithstanding any such designation, the Executive shall
continue to receive his full salary and benefits under Section 4 of this
Agreement for a minimum of nine (9) months (net of any amounts paid to the
Executive during such nine (9) month period pursuant to Employer's disability
income plan, if any), and shall continue to participate in the Employer's
benefit plans and to receive other benefits as specified in Section 4 until the
expiration of his term of employment hereunder. If any questions shall arise as
to whether during any period the Executive was disabled so as to be unable to
perform substantially all of his duties and responsibilities hereunder due to
physical or mental illness, the Executive may, and at the request of the
Employer will, submit to the Employer a certification in reasonable detail by a
physician selected by the Executive or his guardian to whom the Employer has no
reasonable objection as to whether the Executive was so disabled and such
certification shall for the purposes of this Agreement be conclusive of the
issue. If such question shall arise and the Executive shall fail to submit such
certification, the Employer's determination of such issue shall be binding on
the Executive.
8. WITHHOLDING. All payments made by the Employer under this Agreement
shall be net of any tax or other amounts required to be withheld by the Employer
under applicable law.
9. NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION COVENANTS.
(a) DEFINITIONS. For purposes of this Section 9, the following terms
shall have the following respective meanings:
(i) "COMPETITIVE POSITION" shall mean (i) the direct or
indirect equity ownership or control of all or any portion of a "Competitor" (as
hereinafter defined), or (ii) any employment, consulting, partnership, advisory,
directorship, agency, promotional or independent contractor arrangement between
Executive and any Competitor whereby Executive is required to perform services
substantially similar to those that he is to perform for Employer hereunder.
(ii) "COMPETITOR" shall refer to any person or entity
engaged, wholly or partly, in the business of distributing, manufacturing,
marketing, selling, servicing, repairing environmental testing devices.
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(iii) "CONFIDENTIAL INFORMATION" shall mean any and all
proprietary and confidential data or information of Employer or any of its
affiliates, other than "Trade Secrets" (as hereinafter defined), which is of
tangible or intangible value to Employer or any of its affiliates and is not
public information or is not generally known or available to Employer's
competitors but is known only to Employer or its affiliates and their employees,
independent contractors or agents to whom it must be confided in order to apply
it to the uses intended.
(iv) "RESTRICTED TERRITORY" shall mean the United States of
America.
(v) "TRADE SECRETS" shall mean all knowledge, data and
information of Employer or any of its affiliates which is defined as a "trade
secret" under applicable law.
(vi) "WORK PRODUCT" shall mean all work product, property,
data, documentation, "know-how", concepts, plans, inventions, improvements,
techniques, processes or information of any kind, prepared, conceived,
discovered, developed or created by Executive in connection with the performance
of his services hereunder.
(b) ACKNOWLEDGMENTS. Executive hereby acknowledges and agrees that
during the term of this Agreement (i) Executive will frequently be exposed to
certain Trade Secrets and Confidential Information; (ii) Executive's
responsibilities on behalf of Employer will extend to all geographical areas of
the Restricted Territory; and (iii) any competitive activity on Executive's part
during the term of this Agreement, or any competitive activity on Executive's
part in the Restricted Territory for a reasonable period thereafter, would
necessarily involve Executive's use of Employer's Trade Secrets and Confidential
Information and would unfairly threaten Employer's legitimate business
interests, including its substantial investment in the proprietary aspects of
its business and the goodwill associated with its customer base. Moreover,
Executive acknowledges that, in the event of the termination of this Agreement,
Executive would have sufficient skills to find alternative, commensurate work in
his field of expertise that would not involve a violation of any of the
provisions of this Section 9. Therefore, Executive acknowledges and agrees that
it is reasonable for Employer to require Executive to abide by the covenants set
forth in this Section 9. The parties acknowledge and agree that if the nature
of Executive's responsibilities for or on behalf of Employer or the geographical
areas in which Executive must fulfill such responsibilities materially change,
the parties will execute appropriate amendments to the scope of the covenants in
this Section 9.
(c) NONDISCLOSURE; OWNERSHIP OF PROPRIETARY PROPERTY.
(i) In recognition of Employer's need to protect its legitimate
business interests, Executive hereby covenants and agrees that: (A) with regard
to each item constituting a Trade Secret, at all times during which such item
shall constitute a Trade Secret (before or after termination of this Agreement);
and (B) with regard to any Confidential Information, at all times during the
term of this Agreement and for a period of three (3) years following the
expiration or termination of this Agreement for any reason, Executive shall
regard and treat each item constituting a Trade Secret and all Confidential
Information as strictly confidential and wholly owned by Employer and will not,
for any reason, in any fashion, either directly or indirectly, use, sell, lend,
lease, distribute, license, give, transfer, assign, show, disclose, disseminate,
reproduce, copy, misappropriate or otherwise
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communicate any such item or information to any third party for any purpose
other than in accordance with this Agreement or as required by applicable law.
(ii) Executive shall immediately notify Employer of any
intended or unintended, unauthorized disclosure or use of any Trade Secrets or
Confidential Information by Executive or any other person or entity of which
Executive becomes aware. Executive shall cooperate fully with Employer in the
procurement of any protection of Employer's rights to or in any of the Trade
Secrets or Confidential Information.
(iii) Immediately upon expiration or termination of this
Agreement for any reason, or if notice of termination is required hereunder,
upon receipt of such notice, or at any time after such termination or notice
upon the specific request of Employer, Executive shall return to Employer all
written or descriptive materials of any kind in Executive's possession or to
which Executive has access that constitute or contain any Confidential
Information or Trade Secrets, and the confidentiality obligations described in
this Agreement shall continue until their expiration under the terms of this
Agreement.
(iv) To the greatest extent possible, any Work Product shall
be deemed to be "work made for hire" (as defined in the Copyright Act, 17
U.S.C.A. Section 101 ET SEQ., as amended) and owned exclusively by Employer.
Executive hereby unconditionally and irrevocably transfers and assigns to
Employer all rights, title and interest Executive currently has or in the future
may have, by operation of law or otherwise, in or to any Work Product,
including, without limitation, all patents, copyrights, trademarks, service
marks and other intellectual property rights. Executive agrees to execute and
deliver to Employer any transfers, assignments, documents or other instruments
which Employer may deem necessary or appropriate to vest complete title and
ownership of any Work Product, and all rights therein, exclusively in Employer.
(d) NON-COMPETITION. In recognition of Employer's need to protect
its legitimate business interests, Executive hereby covenants and agrees
that during the term of this Agreement, Executive will not, either directly or
indirectly, alone or in conjunction with any other party, accept, enter into or
take any action in furtherance of a Competitive Position. Executive further
agrees that for three (3) years following expiration or termination of this
Agreement for any reason, Executive will not, either directly or indirectly,
alone or in conjunction with any other party, accept, enter into or take any
action in furtherance of a Competitive Position within the Restricted Territory
(other than action to reject an offer of a Competitive Position or to notify
Employer of the offer pursuant to the requirements of the next sentence of this
Section 9(d)).
(e) NON-SOLICITATION OF CUSTOMERS. Executive hereby covenants and
agrees that (i) during the term of this Agreement, Executive will not, either
directly or indirectly, alone or in conjunction with any other party, solicit,
divert or appropriate or attempt to solicit, divert or appropriate any customer
or actively sought prospective customer of Employer for the purpose of providing
such customer or actively sought prospective customer with services or products
competitive with those offered by Employer during the term of this Agreement;
and (ii) for a period of three (3) years following expiration or termination of
the term of this Agreement for any reason, Executive will not, either directly
or indirectly, alone or in conjunction with any other party, solicit, divert or
appropriate, or attempt to solicit, divert or appropriate any customer or
actively sought prospective customer of Employer for the purpose
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of providing such customer or actively sought prospective customer with services
or products competitive with those offered by Employer during the term of this
Agreement.
(f) NONSOLICITATION OF EMPLOYER PERSONNEL. Executive hereby agrees
that during the term of this Agreement, except to the extent that he is required
to do so in connection with his responsibilities hereunder, Executive will not,
either directly or indirectly, alone or in conjunction with any other party,
solicit or attempt to solicit any employee, consultant, contractor or other
personnel of Employer to terminate, alter or lessen such party's affiliation
with Employer or to violate the terms of any agreement or understanding between
such party and Employer. Executive further agrees that during the three (3)
year period following expiration or termination of this Agreement for any
reason, Executive will not, either directly or indirectly, alone or in
conjunction with any other party, solicit or attempt to solicit any "key" (as
that term is hereinafter defined) employee, consultant, contractor or other
personnel of Employer to terminate, alter or lessen that party's affiliation
with Employer or to violate the terms of any agreement or understanding between
such party and Employer. For purposes of the preceding sentence "key"
employees, consultants, contractors or other personnel of Employer are those
with knowledge of or access to Employer's Trade Secrets or Confidential
Information.
(g) REMEDIES. Executive agrees that damages at law for Executive's
violation of any of the covenants in this Section 9 would not be an adequate or
proper remedy and that, should Executive violate or threaten to violate any of
the provisions of such covenants, Employer or its successors or assigns shall be
entitled to seek a temporary or permanent injunction against Executive in any
court having jurisdiction prohibiting any further violation of any such
covenants, in addition to any award or damages (compensatory, exemplary or
otherwise) for such violation. The Executive agrees not to raise as a defense
to such action that Employer has an adequate remedy at law.
(h) PARTIAL ENFORCEMENT. Employer has attempted to limit the rights
of Executive to compete only to the extent necessary to protect Employer from
unfair competition. Employer, however, agrees that, if the scope of
enforceability of any of these restrictive covenants is in any way disputed at
any time, a court or other trier of fact may modify and enforce such covenant to
the extent that it believes to be reasonable under the circumstances existing at
the time.
(i) SURVIVAL. Notwithstanding any expiration or termination of this
Agreement, the provisions of this Section 9 shall survive and remain in full
force and effect, as shall any other provision hereof that, by its terms or
reasonable interpretation thereof, sets forth obligations that extend beyond the
termination of this Agreement.
10. ASSIGNMENT; SUCCESSORS AND ASSIGNS, ETC. Neither the Employer nor the
Executive may make any assignment of this Agreement or any interest herein, by
operation of law or otherwise, without the prior written consent or the other
party and without such consent any attempted transfer or assignment shall be
null and of no effect; provided, however, that the Employer may assign its
rights under this Agreement without the consent of the Executive in the event
the Employer shall hereafter effect a reorganization, consolidate with or merge
into any other Person, or transfer all or substantially all of its properties or
assets to any other Person. This Agreement shall inure to the benefit of and be
binding upon the Employer and the Executive, their respective successors,
executors, administrators, heirs and permitted assigns. In the event of the
Executive's death prior to the completion by the Employer of all
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payments due him under this Agreement, the Employer shall continue such payments
to the Executive's beneficiary designated in writing to the Employer prior to
his death (or to his estate, if he fails to make such designation or such
beneficiary predeceases him).
11. PAYMENTS TO THE EXECUTIVE. The Employer shall pay the reasonable
attorneys' fees and disbursements incurred by the Executive in connection with
the preparation and negotiation of this Agreement. If litigation shall be
instituted to enforce or interpret any provision hereof and the Executive shall
prevail, the Employer will reimburse the Executive for his reasonable attorneys'
fees and disbursements incurred in such proceeding and will pay prejudgment
interest at the legal rate then in effect on any money judgment or award
obtained by the Executive in such proceeding.
12. ENFORCEABILITY. The unenforceability or invalidity of any provision
of this Agreement shall not affect the validity or enforceability of the
remaining provisions hereof, but such remaining provisions shall be construed
and interpreted in such a manner as to carry out fully the intent of the parties
hereto; PROVIDED, HOWEVER, that should any judicial body interpreting this
Agreement deem any provision hereof to be unreasonably broad in time, territory,
scope or otherwise, it is the intent and desire of the parties hereto that such
judicial body, to the greatest extent possible, reduce the breadth of such
provision to the maximum legally allowable parameters rather than deeming such
provision totally unenforceable or invalid.
13. WAIVER. No waiver, termination or discharge of this Agreement, or any
of the terms or provisions hereof, shall be binding upon either party hereto
unless confirmed in writing. No waiver by either party hereto of any term or
provision of this Agreement or of any default hereunder shall affect such
party's right thereafter to enforce such term or provision or to exercise any
right or remedy in the event of any other default, whether or not similar.
14. NOTICES.
(a) All notices, consents, requests and other communications
hereunder shall be in writing and shall be sent by hand delivery, by certified
or registered mail (return-receipt requested), by facsimile or by a recognized
national overnight courier service as set forth below:
If to Employer: Strategic Diagnostics Inc.
000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attn: Chairman of the Board
with a copy to: Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxx Xxxxxxx LLP
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
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If to Executive: Xxxxxxx X. Xxxxxxxxx
c/o Strategic Diagnostics Inc.
000 Xxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000-0000
(b) Notices delivered pursuant to this Section 14 hereof shall be
deemed given: at the time delivered, if personally delivered, three (3)
business days after being deposited in the mail, if mailed; and one (1) business
day after timely delivery to the courier, if by overnight courier service.
(c) Either party hereto may change the address to which notice is to
be sent by written notice to the other party hereto in accordance with this
Section 14.
15. HEADINGS. The titles, captions and headings contained in this
Agreement are inserted by convenience of reference only and are not intended to
be part of or to affect in any way the meaning or interpretation of this
Agreement.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
17. AMENDMENT. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by a duly authorized
representative of the Employer.
18. GOVERNING LAW. This is a Delaware contract and shall be construed
under and be governed in all respects by the laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the date first written above.
"Employer"
ATTEST: ENSYS ENVIRONMENTAL PRODUCTS, INC.
__________________________ By:________________________________
Title:_____________________________
"Executive"
WITNESS: XXXXXXX X. XXXXXXXXX
__________________________ __________________________________
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EXHIBIT A
Form of Incentive Stock Option Agreement
