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Title: |
Employee Agreement |
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Entities: |
Lynx Therapeutics, Inc.; Norman John Wilkie Russell |
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Date: |
1999 |
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Size: |
Preview shows 4KB of 24KB total |
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Price: |
$33 |
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ID: |
#279372 |
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Employment Agreement
LYNX THERAPEUTICS, INC.
EMPLOYEE AGREEMENT
for
NORMAN JOHN WILKIE RUSSELL, Ph.D.
This Employment Agreement ("Agreement") by and between Norman John Wilkie Russell, Ph.D. ("Executive") and LYNX THERAPEUTICS, INC., a Delaware corporation (the "Company"), is entered into and is effective as of the last date upon which either party executes this Agreement.
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 terms set forth herein, the Company agrees to employ Executive in the position of President and Chief Executive Officer ("CEO") and Executive hereby accepts such employment effective as of October 18, 1999. The Company shall use its best efforts to elect Executive to the Company's Board of Directors (the "Board") for so long as Executive holds the position of President and CEO. 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, consistent with the Bylaws of the Company and as required by the Company's Board.
1.3 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. COMPENSATION.
1.4 Salary. Executive shall receive for services to be rendered hereunder an annualized base salary of Two Hundred Fifty-five Thousand U.S. Dollars ($255,000), payable on the Company's normal payroll schedule, and subject to standard payroll deductions and withholdings.
1.5 Bonuses. The Board may provide Executive with bonuses, within its sole discretion. Additionally, the Board may determine, within its sole discretion, milestones or other criteria upon which bonus payments to Executive may be conditioned.
1.6 Stock Option. Subject to approval by the Board, the Company will grant Executive a nonstatutory stock option (the "Option") in the amount of Two Hundred Thousand (200,000) shares of the common stock of the Company (the "Common Stock") pursuant to the Company's 1992 Stock Option Plan (the "Plan"). The exercise price per share of the Option will be the fair market value 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 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.
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