Exhibit 10.52
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated
as of September 1, 2002, is by and between GENAISSANCE PHARMACEUTICALS, INC., a
Delaware corporation (the "Corporation") and XXXXXXXXX XXXXX ("Executive").
WHEREAS, the Corporation and Executive have entered into that certain
Employment Agreement, dated as of August 24, 1998 (the "Employment Agreement");
and
WHEREAS, the Corporation and Executive wish to amend the Employment
Agreement in the manner set forth in this Amendment.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:
1. DEFINED TERMS. Capitalized terms used herein but not defined in this
Amendment shall have the meaning given to such terms in the Employment
Agreement.
2. Paragraph 1 of the Employment Agreement is hereby amended to read as
follows:
"1. EMPLOYMENT. The Corporation hereby continues the
employment of Executive in the capacity of Vice Chairman of the Board
and Chief Scientific Officer (collectively, the "CSO") of the
Corporation during the term of this Agreement, and Executive hereby
accepts such continued employment, on the terms and conditions
hereinafter set forth. Executive represents that his employment by the
Corporation pursuant to this Agreement does not violate any agreement,
covenant or obligation to which he is a party or by which he is bound."
3. Paragraph 2 of the Employment Agreement is hereby amended to read as
follows:
"2. DUTIES. During the term of this Agreement, Executive shall
perform all duties, consistent with his position as CSO, assigned or
delegated to him by the Board of Directors of the Corporation (the
"Board") and normally associated with the position of CSO, and he shall
devote his full business time and best efforts to the advancement of
the interests and business of the Corporation. With regard to
Employee's position as Chief Scientific Officer, by way of example, and
not by way of limitation, Employee shall, in such capacity, have
responsibility for the scientific strategy and policy of the
Corporation. The Corporation will use its best efforts to cause
Executive to continue to be elected a member of the Board throughout
the Employment Term. The Corporation shall provide and maintain an
office located in New Haven, Connecticut, from where Executive may
perform his duties."
4. Paragraph 4.a. of the Employment Agreement is hereby amended to read
as follows:
"a. BASE SALARY. The Corporation shall pay Executive a Base
Salary, payable in equal installments at such payment intervals as are
the usual custom of the Corporation, but not less often than monthly,
at an annual rate of $329,600, less such deductions or amounts to be
withheld as shall be required by applicable law (the "Base Salary").
The Base Salary shall be reviewed annually by the Board in the third
quarter of each fiscal year of the Corporation (commencing with the
fiscal year ending December 31, 1999) and shall be increased (effective
as of September 1 in such fiscal year) by such amount, if any, as the
Board, in its sole discretion, shall determine. Neither the Corporation
nor the Board may reduce the Base Salary as so increased."
5. Paragraph 4.c. (v) of the Employment Agreement is hereby amended to
read as follows:
"(v) Throughout the Employment Term, the Corporation, at its
expense, shall furnish an automobile to Executive (owned or leased by
the Corporation) commensurate with his position as CSO and shall
reimburse Executive for reasonable maintenance, operating and insurance
expenses incurred in the use of such automobile in connection with
business activities conducted on behalf of the Corporation."
6. Paragraph 4.d. of the Employment Agreement is hereby amended to read
as follows:
"x. XXXXXXXXX BENEFIT. If the Employment Term expires as a
result of the Corporation delivering a Non-Extension Notice to
Executive, then upon the expiration of the Employment Term, the
Corporation shall be obligated to pay Executive the applicable amounts
specified in Section 12.a. unless such Notice is delivered by the
Corporation within twelve (12) months following a Change of Control (as
hereinafter defined), in which event the Corporation shall be obligated
to pay Executive the applicable amounts specified in Section 12.b. If
Executive delivers to the Corporation a Non-Extension Notice at least
120 days prior to the expiration of the Initial Term, such
Non-Extension Notice shall be considered to have been delivered by the
Corporation prior to a Change of Control."
7. Paragraph 11.e. of the Employment Agreement is hereby amended to
read as follows:
"e. Executive may, at his option, upon thirty (30) days
written notice to the Corporation, terminate his employment hereunder,
if the Corporation, without Executive's express written consent,
demotes him to a position and/or assigns him duties inconsistent with
the position and/or duties described in Sections 1 or 2. Upon any
termination by Executive under this Section 11.e., the Corporation
shall be obligated to pay Executive the applicable amounts specified in
Section 12.a.; provided that if a Change of Control (as hereinafter
defined) has occurred within the preceding 12 months, then the
Corporation shall be obligated to pay the amounts specified in Section
12.b. rather than the amounts specified in Section 12.a. Prior to the
expiration of the Initial Term, Executive may, at his option, upon
thirty (30) days written notice to the
Corporation, terminate his employment hereunder and such termination
shall be deemed a termination by Executive pursuant to this Section
11.e. prior to a Change of Control. In the event the Corporation
terminates Executive's employment For Cause under Sections 11.c.(i) or
11.c.(iii) prior to the expiration of the Initial Term, such
termination shall be deemed to be a termination by Executive pursuant
to this Section 11.e. prior to a Change of Control."
8. Paragraph 11.h. of the Employment Agreement is hereby amended to
read as follows:
"h. For purposes of this Agreement, the term "Good Reason"
means, during the twelve (12) month period following a Change of
Control, without Executive's express written consent, the occurrence of
any of the following circumstances:
(i) the assignment to Executive of any duties inconsistent
(except in the nature of a promotion) with the titles and positions in
the Corporation (including, without limitation, titles and positions as
a Director of the Corporation) that he held immediately prior to the
Change of Control or substantial adverse alteration in the nature or
status of his position or responsibilities or the conditions of his
employment from those in effect immediately prior to the Change of
Control;
(ii) a reduction by the Corporation in Executive's annual Base
Salary as in effect on the date hereof, as the same may be increased
from time to time; or
(iii) the failure by the Corporation to continue in effect any
material compensation or benefit plan in which Executive participates
immediately prior to the Change of Control unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has
been made with respect to such plan, or the failure by the Corporation
to continue Executive's participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable, both in
terms of the amount of benefits provided and the level of his
participation relative to other participants, than existed immediately
prior to the Change of Control."
9. ENTIRE AGREEMENT. The Employment Agreement, as amended by this
Amendment, contains the entire understanding between the parties hereto with
respect to the subject matter hereof and supersedes any prior or contemporaneous
contracts, agreements, understandings and/or negotiations, whether oral or
written.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
IN WITNESS WHEREOF, the parties hereto have made this First Amendment
effective as of the day and year first above written.
CORPORATION:
GENAISSANCE PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Its President and Chief Executive Officer
EXECUTIVE:
/s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
