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Exhibit 10(m)(v)
Severance Agreement
AGREEMENT, by and between CN Biosciences, Inc., a Delaware corporation
(the "Company"), and ________ (the "Executive"), dated as of February 27, 1997.
WHEREAS, the Company wishes to provide for the payment to the Executive
in connection with the termination of the Executive's employment by the Company
under certain circumstances.
NOW, THEREFORE, in connection with the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
Section 1. Definitions.
1.1 "Change of Control" shall mean (a) an acquisition (other than
directly from the Company) by an individual, entity or a group (excluding the
Company, an employee benefit plan of the Company or ▇.▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co.,
LLC or its affiliates) of 50% or more of the Company's Common Stock or voting
securities; (b) a change in a majority of the Company's current Board of
Directors (the "Incumbent Board") (excluding any persons approved by a vote of a
least a majority of the Incumbent Board or persons elected with the concurrence
of a majority of the Incumbent Board); or (c) the consummation of a complete
liquidation or dissolution of the Company or a merger, consolidation or sale of
all or substantially all of the Company's assets (collectively, a "Business
Combination") other than a Business Combination in which all or substantially
all of the Company's stockholders receive 50% or more of the stock of the
company resulting from the Business Combination, at least a majority of the
board of directors of the resulting corporation were members of the Incumbent
Board, and after which no Person owns 50% or more of the stock of the resulting
corporation, who did not own such stock immediately before the Business
Combination.
1.2 "Cause" shall mean (a) the determination by the Board of Directors
of the Company (the "Board") that the Executive has ceased to perform his duties
as an executive officer of the Company (other than as a result of his incapacity
due to physical
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or mental illness or injury), which failure amounts to an intentional and
extended neglect of such duties, (B) the Board's determination that the
Executive has engaged or is about to engage in conduct materially injurious to
the Company, (C) the Executive's having been convicted of a felony, or (D) the
Executive's participation in activities prohibited by the terms of any
employment agreement, non-competition agreement, non-disclosure agreement or
other agreement between the Company and the Executive relating to the Company's
employment of the Executive.
Section 2. Severance Payments to the Executive upon Certain Events.
2.1 In the event that the Company terminates the Executive's employment
for reasons other than for Cause, the Executive shall receive salary
continuation pay for six months from the date of such termination equal to the
Executive's base salary in effect at such time.
2.2 In the event that during the 90-day period following the effective
date of a Change of Control of the Company, either the Executive resigns or the
Company terminates the Executive's employment for any reason other than for
Cause, the Executive shall receive salary continuation pay for 12 months from
the date of such termination equal to the Executive's base salary in effect at
the time of the Change of Control. Any payments due under this Section 2.2 shall
be in lieu of, and not in addition to, any payments required by Section 2.1
hereof.
2.3 All salary continuation payments (less applicable payroll taxes)
payable hereunder shall be paid periodically to the Executive in accordance with
the Company's policies then in effect.
2.4 During the period in which the Company is obligated to continue the
Executive's salary hereunder (the "Salary Continuation Period"), the Executive
shall be under no obligation to mitigate the costs to the Company of the salary
continuation payments, and, provided that the Executive is not in breach of
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his obligations under any agreement not to compete with the Company, no
compensation that the Executive may receive from another employer during the
Salary Continuation Period shall be offset against amounts owed to Executive
hereunder.
Section 3. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
without giving effect to the choice of law or conflict of laws provisions
thereof.
Section 4. Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to the subject matter herein and
supersedes any and all agreements or understandings, written or oral, between
the Executive and the Company or any of the Company's principal stockholders,
affiliates or subsidiaries. This Agreement may be changed only by an agreement
in writing signed by each of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day first hereinabove written.
CN BIOSCIENCES, INC.
By:_____________________________________
Name:
Title:
EXECUTIVE
_____________________________________
