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Title: |
Employee Agreement |
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Entities: |
Lynx Therapeutics, Inc.; Thomas J. Vasicek |
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Date: |
2002 |
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Size: |
Preview shows 7KB of 43KB total |
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Price: |
$43 |
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ID: |
#279322 |
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LYNX THERAPEUTICS, INC.
EMPLOYEE AGREEMENT
FOR
THOMAS J. VASICEK, PH.D.
This Employment Agreement ("Agreement") by and between Thomas J.
Vasicek, Ph.D. ("Executive") and LYNX THERAPEUTICS, INC., a Delaware corporation
(the "Company"), is entered into and is effective as of June 10, 2002 (the
"Effective Date").
WHEREAS, the Company desires to employ Executive to provide personal
services to the Company, and wishes to provide Executive with certain
compensation and benefits in return for his services; and
WHEREAS, Executive wishes to be employed by the Company and provide
personal services to the Company in return for certain compensation and
benefits;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:
1. EMPLOYMENT BY THE COMPANY.
1.1 Subject to the terms set forth herein, the Company agrees to
employ Executive in the position of Vice President, Business Development,
reporting to the President and Chief Executive Officer, and Executive hereby
accepts such employment effective as of June 17, 2002. During the term of his
employment with the Company, Executive will devote his best efforts and
substantially all of his business time and attention (except for vacation
periods permitted by the Company's general employment policies, reasonable
periods of illness or other incapacities permitted by the Company's general
employment policies, and as otherwise provided herein) to the business of the
Company.
1.2 Executive shall serve in an executive capacity and shall
perform such duties as are customarily associated with his then current title.
1.3 The employment relationship between the parties is "at will,"
which means that either party may terminate the relationship at any time , with
or without cause and with or without advance notice. The employment relationship
between the parties shall also be governed by the general employment policies
and practices of the Company, including those relating to protection of
confidential information and assignment of inventions, except that when the
terms of this Agreement differ from or are in conflict with the Company's
general employment policies or practices, this Agreement shall control.
2. COMPENSATION.
2.1 SALARY. Executive shall receive for services to be rendered
hereunder an annualized base salary of Two Hundred Thousand U.S. Dollars
($200,000), payable on the
1.
{PAGE}
Company's normal payroll schedule, and subject to standard payroll deductions
and withholdings. On the date that is one year after the Effective Date of this
Agreement, provided that Executive's performance meets the Company's reasonable
expectations, Executive's annualized base salary will increase to Two Hundred
Forty Thousand U.S. Dollars ($240,000).
2.2 SIGN-ON BONUS. The Company will pay you a sign-on bonus of
$15,000 subject to all required withholdings. This sign-on bonus must be repaid
to the Company on a pro-rata basis if your employment terminates prior to one
year of service.
2.3 STOCK OPTION. Subject to approval by the Board, the Company
will grant Executive a nonstatutory stock option (the "Option") to purchase One
Hundred Twenty Thousand (120,000) shares of the common stock of the Company (the
"Common Stock") pursuant to the Company's 1992 Stock Option Plan (the "Plan"),
as amended. The exercise price per share of the Option will be the Fair Market
Value (as defined in the Plan) per share of the Common Stock on the date of
grant. Except as otherwise provided herein, the Option will vest and become
exercisable over five (5) years, with Twenty Percent (20%) of the shares covered
by the Option vesting and becoming exercisable on the first year anniversary of
the date of grant and the remaining Eighty Percent (80%) of the shares covered
by the Option vesting and becoming exercisable in Forty-Eight (48) equal monthly
installments thereafter, in accordance with the Company's standard vesting and
exercisability policy, as long as the Executive remains in continuous service
with the Company. The Option will be subject to the terms of the Plan and
Executive's corresponding Stock Option Grant Notice and Stock Option Agreement.
2.4 TRANSACTION BONUS. For the period beginning on the Effective
Date of this Agreement and ending on the date that is one year after the
Effective Date (the "Transaction Bonus Period"), Executive shall be eligible to
receive, for identifying and completing during the Transaction Bonus Period any
transactions between third parties and the Company (a "Transaction"), a cash
bonus equal to one percent (1%) of the cash proceeds received by the Company
from any Transaction during the Transaction Bonus Period (the "Transaction
Bonus"). The Transaction Bonus payable under this provision, if any, shall be
paid within thirty (30) days after the Transaction is ratified by the Company,
less any deductions or withholdings required by law or reasonably requested by
Executive. Executive must be employed at the time that the Transaction Bonus is
paid to receive such Transaction Bonus, unless the Company has terminated
Executive's employment for a reason other than cause.
2.5 STANDARD COMPANY BENEFITS. Executive shall be entitled to all
rights and benefits for which he is eligible under the terms and conditions of
the standard Company benefits and compensation practices which may be in effect
from time to time and provided by the Company to its employees generally,
including but not limited to health benefit plans. Executive also shall be
eligible to participate in the Company's 401(k) Plan, including eligibility for
a monthly matching contribution by the Company on Executive's behalf, in an
amount equal to that contributed by Executive up to a maximum annual matching
contribution of Seven Hundred Fifty Dollars ($750). Executive shall be provided
specific information concerning these Company benefits upon commencement of his
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