CHANGE IN CONTROL SEVERANCE AGREEMENT



     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement"), is made and

entered into this 12th day of April, 2002 by and between Embrex, Inc.

("Company"), a North Carolina corporation, and Joseph O'Dowd ("Employee").



     WHEREAS, the Board of Directors ("Board") of the Company considers the

maintenance of a vital management group to be essential in protecting and

enhancing the best interests of the Company and its shareholders;



     WHEREAS, the Board recognizes that the possibility of a Change in Control

(as hereinafter defined) exists and that the threat of or the occurrence of a

Change in Control can result in significant distractions of its key management

personnel because of the uncertainties inherent in such a situation;



     WHEREAS, the Board has determined that it is in the best interest of the

Company and its shareholders to ensure the Employee's continued dedication and

efforts on behalf of the Company; and



     WHEREAS, in order to induce the Employee to remain in the employ of the

Company, particularly in the event of a threat of or the occurrence of a Change

in Control and to dispel any concerns that the Employee may have about taking an

active part in the defense against an inappropriate attempt to bring about a

Change in Control of the Company, the Company desires to enter into this

Agreement with the Employee to provide the Employee with certain payments and

benefits in the event that his employment with the Company is terminated as a

result of, or in connection with, a Change in Control.



     NOW, THEREFORE, in consideration of the mutual agreements herein set forth,

the legal sufficiency and adequacy of which are hereby acknowledged, the parties

agree as follows:



     1.   Employment. Employee acknowledges that he is employed with the Company

pursuant to an Employment Agreement dated May 23, 1997 and hereby agrees that to

the extent any provision of this Agreement should be contrary to any provision

of the Employment Agreement, the terms of this Agreement shall control.



     2.   Definitions. For purposes of this Agreement, the following terms have

the meanings indicated:



          (A)  "Acquiring Person" shall mean any Person (as such term is

hereinafter defined) who or which, together with all Affiliates (as such term is

hereinafter defined) and Associates (as such term is hereinafter defined) of

such Person, shall be the Beneficial Owner (as such term is hereinafter defined)

of thirty-three percent (33%) or more of the shares of Common Stock then

outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the

Company, (iii) any employee benefit plan or employee stock plan of the Company

or of any Subsidiary of the Company, (iv) any dividend reinvestment plan of the

Company, or (v) any Person or entity organized, appointed, or established by the

Company for or pursuant to the terms of such plan. Notwithstanding the

foregoing, no Person shall become an "Acquiring Person" as the result of an

acquisition of Common Stock by the Company which, by reducing the number of

shares outstanding, increases the proportionate number of shares beneficially

owned by such Person to thirty-three percent (33%) or more of the Common Stock

of the Company then outstanding; provided, however, that if a Person shall

become the Beneficial Owner of thirty-three (33%) or more of the Common Stock of

the Company, then outstanding by reason of such an acquisition and shall, after

such acquisition, become the Beneficial Owner of any additional



{PAGE}



shares of Common Stock, then such Person shall be deemed to be an "Acquiring

Person." In addition, notwithstanding the foregoing, if the Board of Directors

of the Company determines in good faith that a Person who would otherwise be an

"Acquiring Person," as defined pursuant to the foregoing provisions of this

Paragraph (A), has become such inadvertently, and such Person divests as

promptly as practicable a sufficient number of shares of Common Stock so that

such Person would no longer be an "Acquiring Person" as defined pursuant to the

foregoing provisions of this Paragraph (A), then such Person shall not be deemed

to be an "Acquiring Person" for any purposes of this Agreement.



          (B)  "Affiliate" and "Associate" shall have the respective meanings

ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under

the Securities Exchange Act of 1934, as amended (the "Exchange Act").



          (C)  A Person shall be deemed the "Beneficial Owner" of and shall be

deemed to "beneficially own," any securities:



               (i)   which such Person or any of such Person's Affiliates or

Associates, directly or indirectly, has the right or obligation to acquire

(whether such right is exercisable immediately or only after the passage of

time) pursuant to any agreement, arrangement or understanding (whether or not in

writing) or upon the exercise of conversion rights, exchange rights, rights,

warrants or options, or otherwise; provided, however, that a Person shall not be

deemed the "Beneficial Owner" of, or to "beneficially own," (a) securities

tendered pursuant to a tender or exchange offer made by such Person or any of

such Person's Affiliates or Associates until such tendered securities are

accepted for purchase or exchange, or (b) at any time prior to the occurrence of

a Triggering Event, securities issuable upon exercise of the Rights ("Triggering

Event" and "Rights" shall have the respective meanings ascribed to such terms as

set forth in the Rights Agreement between Embrex, Inc. and Branch Banking &

Trust Company as Rights Agent, dated as of March 21, 1996 and as in effect on

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC