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Title: |
Executive Employment Agreement |
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Date: |
2007 |
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Preview shows 7KB of 40KB total |
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Price: |
$35 |
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ID: |
#2859597 |
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EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is made and entered into this 27th day of April, 2007, by and between DNAPrint Genomics, Inc., a Utah corporation (the "Company"), and Hector J. Gomez, I/C/O 1621 West University Parkway, Sarasota, FL 34243 (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company and the Executive desire to enter into this Agreement to insure the Company of the Executives services, to provide for compensation and other benefits to be paid and provided by the Company to the Executive in connection with the Executives services and to set forth the rights and duties of the parties in connection herewith;
NOW, THEREFORE, in consideration of the mutual premises contained herein and for other valuable consideration acknowledged and received by the parties, the parties hereby agree as follows.
1.
Definitions.
(a)
Affiliate of another Person means: (i) any entity or individual that directly or indirectly controls or holds the power to vote 10% or more of the outstanding voting securities of the Person in question; (ii) any Person 10% or more of whose voting securities are directly or indirectly owned, controlled or held with power to vote, by such other Person; and (iii) any Person directly or indirectly controlling, controlled by, or under common control with such other Person.
(b)
Base Salary has the meaning attributed to that term in Section 5(a).
(c)
Board means the board of directors of the Company.
(d)
Beneficial Owner shall have the meaning provided in Rule 13d-3 promulgated under the Exchange Act.
(e)
Business means the business and undertaking carried on by the Company and its Affiliates from time to time during the Employment Period up to and including the Date of Termination.
(f)
Cause means:
(i)
Executives conviction of, or plea of no contest to, a felony;
(ii)
Executives willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the Company; or
(iii)
Executives material breach of any provision of this Agreement, which breach has not been cured in all material respects within thirty (30) days after the Company gives notice thereof to Executive.
(g)
A Change in Control occurs when:
(i)
any Person becomes the Beneficial Owner of securities of the Company having at least 25% of the voting power of the Companys then outstanding securities (unless the event causing the 25% threshold to be crossed is an acquisition of securities directly from the Company); or
(ii)
the stockholders of the Company approve any merger or other business combination of the Company, or any going private transaction subject to Rule 13e-3 of the rules and regulations promulgated under the Exchange Act, or any sale of all or substantially all of the Companys assets in one or a series of related transactions, or any combination of the foregoing transactions (the Transactions); or
(iii)
within any 24 month period, the persons who were directors immediately before the beginning of such period (the Preexisting Directors) cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company, with, for this purpose, any director who was not a director at the beginning of such period being deemed to be a Preexisting Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Preexisting Directors, so long as such director was not nominated by a person who has entered into an agreement to effect, or threatened to effect, a Change of Control.
(h)
Chief Medical Officer shall mean the Chief Medical Officer of the Company.
(i)
Date of Termination means the effective date of any termination of the Executives employment hereunder.
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