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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 15KB of 71KB total |
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Price: |
$52 |
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ID: |
#862903 |
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EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of July 1, 2004 (this Agreement), between Jack E. Jerrett (Employee) and OraSure Technologies, Inc., a Delaware corporation (the Company).
WHEREAS, the parties entered into a Confidentiality Agreement, dated April 1, 2004 (the Confidentiality Agreement); and
WHEREAS, the parties wish to set forth the terms of their relationship and to enter into this Employment Agreement.
NOW, THEREFORE, intending to be legally bound, the parties set forth below the terms and conditions of Employees relationship with the Company.
1. Services.
1.1 Employment. The Company agrees to continue to employ Employee as Senior Vice President, General Counsel and Secretary of the Company, and Employee hereby accepts such employment in accordance with the terms and conditions of this Agreement.
1.2 Duties. Employee shall have the positions named in Section 1.1 with such powers and duties appropriate to such offices (a) as may be provided by the bylaws of the Company, (b) as otherwise set forth in Exhibit A attached to this Agreement, and (c) as determined by the Companys board of directors (the Board of Directors) from time to time. Employees primary place of work shall be the Companys headquarters, at its present location in Bethlehem, Pennsylvania. Subject to the provisions of Section 6 hereof, Employees position and duties may be changed and Employees primary place of work may be relocated from time to time during the Term (as defined below) of this Agreement.
1.3 Outside Activities. Employee shall obtain the consent of the Chief Executive Officer of the Company before he engages, either directly or indirectly, in any other professional or business activities that may require an appreciable portion of Employees time or effort to the detriment of the Companys business.
1.4 Direction of Services. Employee shall at all times report directly to, and discharge his duties in consultation with and under the supervision and direction of, the Chief Executive Officer of the Company.
2. Term. The initial term of this Agreement shall begin as of the date first written above and end on the second anniversary of that date, unless Employees employment is sooner terminated in accordance with Section 6 below (the Initial Term). Thereafter, this Agreement shall automatically renew and Employees employment shall continue for successive two-year terms (each, a Renewal Term and together with the Initial Term, the Term) unless the Company gives Employee written notice of the Companys intent not to renew this Agreement at least 60 days before the expiration of the Initial Term or any Renewal Term, or (b) Employees employment under this Agreement is terminated in accordance with Section 6 below.
3. Compensation and Expenses.
3.1 Salary. As compensation for services under this Agreement, the Company shall pay to Employee a regular salary of $192,825 per annum. Subject to the provisions of Section 6 hereof, such salary may be adjusted from time to time in the discretion of the Board of Directors. Payment shall be made on a bi-weekly basis, less all amounts required by law or authorized by Employee to be withheld or deducted. For all purposes under this Agreement, the term salary shall mean the regular annual compensation of Employee payable under this Section 3.1, as increased but not decreased.
3.2 Bonus. The Company shall establish an incentive plan each year for the payment of cash bonuses to senior executive officers (each, a Bonus Plan), on such terms as may be approved by the Board of Directors or its compensation committee (the Compensation Committee). In addition to the salary described in Section 3.1 above, Employee shall be entitled to participate in each Bonus Plan, subject to its terms; provided that (a) Employee shall have a target bonus amount as determined by the Compensation Committee under each Bonus Plan which is at least equal to Employees target as of the date of this Agreement and (b) cash bonuses payable to Employee under each Bonus Plan shall be determined in the same manner as the cash bonuses paid to other senior executive officers of the Company under the applicable Bonus Plan with respect to the same time period.
3.3 Long-Term Incentive. Employee shall be entitled to participate in accordance with the terms of the plan in any long-term incentive plan that may from time to time be adopted by the Board of Directors or the Compensation Committee, in its sole discretion; provided that compensation or other benefits provided to Employee under each such long-term incentive plan shall be determined in the same manner as the compensation or other benefits provided under such plans to other senior executive officers of the Company with respect to the same time period.
3.4 Additional Employee Benefits. Employee shall be entitled to receive or participate in any additional benefits, including without limitation medical and dental insurance programs, qualified and non-qualified profit sharing or pension plans, disability plans, medical reimbursement plans, and life insurance programs, which may from time to time be made available by the Company to corporate officers. The Company may change or discontinue such benefits at any time in its sole discretion; provided that additional benefits provided to Employee shall be determined in the same manner as the benefits provided to other senior executive officers of the Company under such plans with respect to the same time period.
3.5 Expenses. The Company shall reimburse Employee for all reasonable and necessary expenses incurred in carrying out his duties under this Agreement, subject to compliance with the Companys reasonable policies relating to expense reimbursement. Expenses subject to reimbursement under this Section 3.5 shall include, but not be limited to, the cost of business-related travel, lodging and meals and the fees and expenses incurred by Employee to maintain his membership in professional associations and obtain continuing professional education reasonably required in connection with Employees performance of his duties under this Agreement.
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3.6 Fees. All compensation earned by Employee, other than pursuant to this Agreement, as a result of services performed on behalf of the Company or as a result of or arising out of any work done by Employee in any way related to the scientific or business activities of the Company shall belong to the Company. Employee shall pay or deliver such compensation to the Company promptly upon receipt. For the purposes of this provision, compensation shall include, but is not limited to, all professional and nonprofessional fees, lecture fees, expert testimony fees, publishing fees, royalties, and any related income, earnings, or other things of value; and scientific or business activities of the Company shall include, but not be limited to, any project or projects in which the Company is involved and any subject matter that is directly or indirectly researched, tested, developed, promoted, or marketed by the Company.
4. Stock Awards. Employee shall be entitled to participate in the Company stock award plan, as may be amended from time to time, and in any successor or replacement stock award or similar plan. The number of stock options or other stock awards that are granted to Employee under the plan from time to time shall be determined by the Board of Directors or the Compensation Committee; provided that (a) Employee shall have a target amount of stock options as determined by the Compensation Committee under the Companys stock award plan, which is at least equal to the target amount for Employee under the Companys stock option guidelines for senior managers as in effect on the date of this Agreement (such guidelines having been filed as Exhibit 10.15 to the Companys Annual Report on Form 10-K for the year ended December 31, 2002), and (b) Employee shall be entitled to receive stock options and other stock awards which are determined in the same manner as the stock options and stock awards granted to other senior executive officers of the Company under the stock award plan with respect to the same time period. All stock options or other stock awards granted to Employee prior to or on or after the date of this Agreement shall, to the extent then unvested, immediately vest (i) in the event of a Change of Control (as defined herein) or (ii) in the event Employees employment is terminated with Good Reason (as defined herein) pursuant to Section 6.4 or without Cause (as defined herein) pursuant to Section 6.5 during a Change of Control Period (as defined herein), and 50% of such stock options or other stock awards shall, to the extent then unvested, immediately vest in the event Employees employment is terminated with Good Reason pursuant to Section 6.4 or without Cause pursuant to Section 6.5 during any period other than a Change of Control Period.
5. Confidentiality Agreement. Employee and the Company are parties to the Confidentiality Agreement. Employees compliance with the terms of the Confidentiality Agreement is a material requirement of this Agreement and any breach of the Confidentiality Agreement that is materially detrimental to the Company and that, if capable of being cured, is not cured within 30 days of written notice thereof from the Company to Employee, shall constitute a material breach of this Agreement.
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6. Termination.
6.1 Termination Upon Death or Disability. This Agreement shall terminate immediately upon Employees death or Disability. The term Disability means a mental or physical incapacity which renders Employee unable, with or without reasonable accommodation, to continue to perform the essential duties of his job and which, at least 180 days after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Employee (such agreement not to be unreasonably withheld), or in the event of Employees inability to designate a physician, Employees legal representative.
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