EXHIBIT 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective the
1st day of November, 2000 by and between SeraCare, Inc. (referred herein as the
"Corporation") and Xxxxxxx X. Xxxxxxx XX ("Xxxxxxx").
1. Employment as President of SeraCare Life Sciences, Inc., a wholly
owned subsidiary of SeraCare, Inc. The Corporation hereby agrees to retain
Xxxxxxx and Xxxxxxx hereby agrees to be employed as President of SeraCare Life
Sciences, Inc. In the performance of his duties and responsibilities, Xxxxxxx
shall at all times be under the direction of the President of the Corporation.
Xxxxxxx shall perform his duties and responsibilities in accordance with
reasonable rules, regulations and policies of the Corporation.
2. Extent of Services. Xxxxxxx agrees to devote all of his efforts on
behalf of the business of the Corporation. Without limiting the foregoing,
during the term of this Agreement, Xxxxxxx shall not, directly or indirectly,
either as an employee, consultant, stockholder or in any other capacity, engage
or participate in any business that is in competition in any manner with the
Corporation.
3. Indemnification; Insurance Agreement. The Corporation warrants and
assures Xxxxxxx that the Charter of the Corporation contains a provision which
provides for indemnification of officers by the Corporation and to the maximum
extent permissible under the laws of the jurisdiction in which the Corporation
is incorporated. Further, the Corporation agrees to either or both of the
following:
A. Enter into an Indemnification Agreement provided that such
Indemnification Agreement shall be modified if necessary to conform with the
laws of the jurisdiction in which the Corporation is incorporated.
B. Obtain and maintain in full force and effect at Corporation's sole
expense, such director's and officer's liability insurance for errors and
omissions of such type and in such amount as is customary for similarly
situated companies, if available at reasonable cost.
4. No Competing Affiliations. During the term of this agreement, Xxxxxxx
will not serve as a consultant, employee or other paid assistant or in any like
role or capacity with any other competing or potentially competing company with
like operations, business strategies, or objectives. In addition, for a period
of two years after termination of this agreement Xxxxxxx may work within the
industry but shall not engage in any employment or activities which are or could
reasonably be expected to have an adverse affect upon the operations of the
Corporation.
5. Compensation. Beginning with the pay period beginning on November 1,
2000, Xxxxxxx shall be compensated at the rate of $145,000 per year. In
addition, Xxxxxxx shall receive an Option to purchase 40,000 of the
Corporation's common shares at a price of $3.00 per share. Such Option fully
vest on February 28, 2003.
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6. Performance Bonus. Xxxxxxx shall also qualify to receive a bonus of
$50,000 for each of fiscal years 2002 and 2003 if SeraCare Life Sciences, Inc.
equals or exceeds budgeted net income for such years. The budgets will be
established jointly by Xxxxxxx, the President of the Corporation and the Chief
Financial Officer of the Corporation.
7. Fringe Benefits. Xxxxxxx shall receive four (4) weeks paid vacation
per year during the course of this Agreement. Xxxxxxx will also receive company
paid: sick pay, group health insurance, dental care, vision care, disability
insurance, life insurance and such other benefits in the amount and as may be
provided in the ordinary course to the Corporation's other executives.
8. Term. This Agreement shall be for the twenty-eight month period
beginning on November 1, 2000 and ending on February 28, 2003.
9. Termination.
9.1 Termination for Cause. The Corporation may terminate this
Agreement immediately and without notice for cause. "Cause" for the purpose of
this agreement shall include, but not be limited to: death; dishonesty; theft;
conviction of a felony; alcohol or drug abuse; unethical business conduct; and a
material breach of this Agreement by Xxxxxxx. "Cause" shall also include the
failure of Xxxxxxx for any reason, within ten days after receipt by Xxxxxxx of
written notice thereof from the President and/or Board of Directors, to cease or
otherwise alter any insubordination, failure to comply with instructions, or
other action or omission to act which, in the sole opinion of the President of
the Corporation, materially affects or could materially affect the Corporations'
business operations. Other events which will result in the termination of this
Agreement are:
A. The date on which Xxxxxxx agrees to terminate this Agreement.
B. The disability of Xxxxxxx. Disability herein is defined as being
unable to perform the duties hereunder due to a physical and/or mental
condition or impairment for ninety (90) cumulative days during the term of
this Agreement or sixty (60) consecutive days in any three hundred sixty-
five (365) day period.
C. The date on which Xxxxxxx voluntarily ceases to perform his
duties hereunder, other than by reason of a physical or mental condition
prior to the time that a disability occurs.
If this agreement is terminated for "Cause" as herein defined, Xxxxxxx shall not
be entitled to any termination or severance payments.
9.2 Termination for Without Cause. If this Agreement is terminated
by the Corporation for any reason other than "Cause" as herein defined, Xxxxxxx
shall be entitled to receive the balance of the amount due under this Agreement.
Such payments shall be payable in accordance with the normal payroll cycle over
the remaining term of this Agreement.
10. No Solicitation of Employees. During the period of this Agreement and
for two (2) full years following termination of this Agreement, Xxxxxxx shall
not, for any reason either
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directly or indirectly, solicit for employment or employ for any other entity
any employee of the Corporation.
11. Withholding. Xxxxxxx authorizes the Corporation to withhold and/or
deduct from his compensation (including, without limitation, salary and wages),
deductions to recover any amounts loaned by the Corporation to Xxxxxxx or paid
on Xxxxxxx'x behalf which, under the terms of said loan or payment, must be
repaid to the Corporation including, without limitation, loans of money and the
value of any of the Corporations property taken but not returned by Xxxxxxx.
Corporation shall also have the expressed right to deduct all sums required for
federal, sate or local income, Social Security or other taxes now applicable or
that may be enacted in the future.
12. Notice. Any notice provided to be given pursuant to this Agreement
shall be in writing and shall be deemed duly given three days after deposited in
the mail, certified mail, return receipt requested, to the party to receive such
notice at the address specified below:
The Corporation: SeraCare Life Sciences, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
For Xxxxxxx: Xxxxxxx X. Xxxxxxx XX
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
13. Governing Law. The validity of this Agreement and the interpretation
and performance of all of its terms shall be controlled exclusively by the
substantive law of California, including California law concerning the
interpretation and performance of contracts.
14. Enforceability. Any provision of this Agreement which is invalid,
illegal, or unenforceable shall be ineffective only to the extent of such
invalidity, illegality, or unenforceability, without affecting in any way the
remaining provisions hereof or rendering the remaining provisions hereof
invalid, illegal, or unenforceable.
15. Waiver. The failure of either party hereto to insist upon strict
compliance with any of the terms, covenants or conditions of this Agreement by
the other party shall not be deemed a waiver of that or any other term,
covenant, or condition, nor shall any waiver or relinquishment of any right or
power at any one time or times be deemed a waiver or relinquishment of that
right or power for all or any other times.
16. Trade Secrets, Confidential and Proprietary Information.
X. Xxxxxxx and Corporation acknowledge and agree that during the term
of this agreement and in the course of the discharge of his duties
hereunder, Xxxxxxx shall have access to and become acquainted with
information owned by the Corporation concerning its operation, which
information derives independent economic value from not being generally
known to the public or competitors, and which includes, without limitation:
(1) manufacturing process, research and engineering, (2) marketing data and
techniques, (3) trademarks, tradenames, and servicemarks, (4) customer and
client bases
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and lists, and (5) financial and personnel information. Said information
constitutes Employer's trade secret, confidential and proprietary
information.
X. Xxxxxxx agrees that he shall not at any time (during the period of
this agreement or any future time) disclose such trade secret,
confidential, or proprietary information, directly or indirectly, to any
other person or use it in any way other than as required in the ordinary
course of his employment under this agreement.
X. Xxxxxxx further agrees that all files, records, documents,
equipment and similar items relating to the Corporations business
(including, without limitation, items containing trade secret, confidential
or proprietary information), whether prepared by Xxxxxxx or others,
including all origins and copies, are and shall be returned to the
Corporation upon Xxxxxxx'x termination.
X. Xxxxxxx further agrees that during the period of his employment by
the Corporation and after termination thereof, he will not disrupt, damage,
disparage, impair, or interfere with the Corporation's business or its
reputation, whether by way of interfering with or soliciting its employees,
disrupting its relationships with or soliciting clients or customers,
agents, representatives, or vendors, aiding competitors, or by way of any
other conduct.
17. Non-Assignability. Xxxxxxx may not assign any of his rights or
responsibilities under this Agreement.
18. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the employment of Xxxxxxx by the Corporation and contains all of the
covenants and agreements between the parties with respect to that employment in
any manner whatsoever. Each party to this Agreement acknowledges that no
representation, inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding on either party.
19. Modifications. Any modification of this Agreement shall be effective
only if it is in writing and signed by both parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto do hereby authorize and acknowledge
that this Agreement be the effective agreement between the parties.
SeraCare Life Sciences, Inc.: Xxxxxxx X. Xxxxxxx XX:
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx XX
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Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx XX
President and CEO An individual
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