EMPLOYMENT AGREEMENT
DATE: March 6, 1996
PARTIES: Techne Corporation, a
Minnesota corporation
614 McKinley Place N.E.
Minneapolis, Minnesota 55413
James A. Weatherbee
1 Island View Lane
North Oaks, Minnesota 55127
AGREEMENTS:
ARTICLE l.
TERM OF EMPLOYMENT: DUTIES AND SUPERVISION
1.1) Parties. The parties to this Agreement are James A. Weatherbee
("Employee") and Techne Corporation ("Company"). As used herein, Company
refers to Techne Corporation and its subsidiaries including Research and
Diagnostic Systems, Inc. ("R&D"), unless specifically provided otherwise. All
of the rights and obligations created by this Agreement may be performed by or
enforced by or against the Company or R&D or other appropriate subsidiary.
1.2) Term of Employment. The Company hereby employs Employee as Vice
President and Chief Scientific Officer of the Company for the term beginning
July 1, 1995 and continuing through June 30, 1998 unless employment terminates
earlier as provided in Article 5 hereof.
1.3) Duties and Supervision. During the term of this Agreement, Employee
agrees to devote his full time and best efforts to the business and affairs of
the Company, and to perform such services and duties Employee may from time to
time be assigned by the Company, and specifically its President.
ARTICLE 2.
COMPENSATION
2.1) Salary. During the first year of the term of this Agreement (July
1, 1995 through June 30, 1996), the Company shall pay to Employee as base
compensation for services to be rendered hereunder an annual salary of
$124,000, to be paid semi-monthly or in accordance with the usual payroll
practices of the Company. Each subsequent year during the term of Employee's
employment by the Company, under this Agreement, Employee's salary shall be
reviewed but not reduced by the President of the Company.
2.2) Management Incentive Bonus Plan. During each year of the term of
Employee's employment, Employee shall be eligible to earn a bonus equal to
40%, as herein defined, of his base compensation. The performance standards
for earning such bonus shall be established annually by the President of the
Company but the eligibility for a 40% bonus shall not be amended during the
term of this Agreement except with the consent of Employee. At least one-half
of such bonus shall be paid in the form of stock options with an aggregate
exercise price equal to such one-half of the bonus amount. Such options are
to be granted on July 1 immediately after the close of the fiscal year and the
exercise price is to be based on the market price of the Company's Common
Stock at the close of the fiscal year. The other one-half of any bonus earned
may be taken, at the election of the Employee, either in cash or in additional
stock options with an exercise price equal to 170% of such one-half of the
bonus amount.
2.3) Other Employee Compensation and Benefits. In addition to the
compensation and benefits provided to Employee in Sections 2.1 and 2.2 hereof,
Employee shall be entitled to participate in other employee compensation and
benefit plans from time to time established by the Company and made available
generally to all employees. Employee shall participate in such compensation
and benefit plans on an appropriate and comparable basis determined by the
Board of Directors by reference to all other employees eligible for
participation. With regard to all insured benefits to be provided to
Employee, benefits shall be subject to due application by Employee, the
Company has no obligation to pay insured benefits directly and such benefits
are payable to Employee only by the insurers in accordance with their
policies. Employee shall not be reimbursed for unused personal days or sick
days.
ARTICLE 3.
PAYMENT OF CERTAIN EXPENSES
3.1) Business Expenses. In order to enable Employee to better perform
the services required of him hereunder, the Company shall pay or reimburse
Employee for business expenses in accordance with polices to be determined
from time to time by the Board of Directors. Employee agrees to submit
documentation of such expenses as may be reasonably required by Company.
ARTICLE 4.
INVENTIONS, PROPRIETARY INFORMATION AND COMPETITION
4.1) Prior Agreement. Neither the execution of this Agreement nor any
provision in it shall be interpreted as rescinding or revoking the Employee
Agreement With Respect To Inventions, Proprietary Information, and Unfair
Competition previously entered into between the Company and Employee as of
August 29, 1995 (the "Prior Agreement"). The Company and Employee hereby
agree that the terms of such Prior Agreement shall apply to all businesses of
the Company, including not only business conducted by the Company but also to
business conducted through Techne or any subsidiary or venture of Techne now
existing or hereafter created. The termination of this Employment Agreement
shall not terminate Employee's obligations under the Prior Agreement.
ARTICLE 5.
TERMINATION
5.1) Events of Termination. Employee's employment shall terminate as
follows:
(A) By mutual written agreement of the parties.
(B) Upon death of Employee;
(C) Employee may terminate his employment at any time upon written
notice provided to the Board of Directors at least 90 days
prior to the effective date of termination.
(D) The Company may terminate Employee's employment as follows:
(i) In the event of the merger, sale of the business, or
change in control of the Company, provided that the salary and
bonus continuation provisions of Article 6.1 of this Agreement
are met.
(ii) By written notice to Employee, the Company may terminate
Employee's employment immediately with cause. For purposes of
this Agreement, "cause" shall mean material dishonesty or gross
misconduct on the part of Employee in the performance of
Employee's duties hereunder, serious breach of Company policies
or failure on the part of Employee to perform material duties
assigned to Employee by the Company's President or Board of
Directors.
(iii) Upon the occurrence of physical or mental disability of
Employee to such an extent that Employee is unable to carry on
essential functions of Employee's position, with or without
reasonable accommodation, and such inability continues for a
period of three months.
5.2) Records and Files. In the event of termination of employment of
Employee hereunder, possession of each corporate file and record shall be
retained by the Company, and Employee or his heirs, assigns and legal
representatives shall have no right whatsoever in any such material,
information or property.
ARTICLE 6.
TERMINATION BENEFITS
6.1) Termination Benefits. In the event Employee's employment by the
Company is terminated in connection with a merger, sale, or "change in
control" of the Company or Techne, Employee shall be paid at the time of such
termination an amount equal to one month's base salary as provided by section
2.1 of this Agreement for each full year during which Employee has been
employed by the Company. For purposes of this Section 6.1, "change in
control" means the acquisition in one or more transactions by a single party,
or any number of parties acting in concert, of a majority of the outstanding
shares of voting stock of the Company.
ARTICLE 7.
MODIFICATIONS
7.1) Modifications. Except as provided in Section 4.1 above, this
Agreement supersedes all prior agreements and understandings between the
parties relating to the employment of Employee by the Company and it may not
be changed or terminated orally. No modification, termination, or attempted
waiver of any of the provisions of this Agreement shall be valid unless in
writing signed by the party against whom the same is sought to be enforced.
ARTICLE 8.
GOVERNING LAW AND SEVERABILITY
8.1) Governing Law. The validity, enforceability, construction and
interpretation of this Agreement shall be governed by the laws of the State of
Minnesota.
8.2) Severability. If any term of this Agreement is deemed
unenforceable, void, voidable, or illegal, such unenforceable, void, voidable
or illegal term shall be deemed severable from all other terms of this
Agreement which shall continue in full force and effect and the Company and
Employee expressly acknowledge that a court of competent jurisdiction may, at
Company's request, modify and thereafter enforce any of the terms, conditions,
and covenants contained in this Agreement.
ARTICLE 9.
BINDING EFFECT
9.1) Binding Effect. The breach by the Company of any other agreement
or instrument between the Company and Employee shall not excuse or waive
Employee's performance under, or compliance with, this Agreement. This
Agreement shall be binding upon and inure to the benefit of the Company, its
successors and assigns, and Employee, his heirs, assigns, and legal
representatives. The rights of Employee hereunder are personal and may not
be assigned or transferred except as may be agreed to in writing by the
Company.
ARTICLE 10.
ARBITRATION
10.1) Arbitration. Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of
any such controversy. If, notwithstanding, such dispute cannot be resolved,
such dispute shall be settled by binding arbitration. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator shall be a retired state or federal judge or an
attorney who has practiced securities or business litigation for at least 10
years. If the parties cannot agree on an arbitrator within 20 days, any party
may request that the chief judge of the District Court for Hennepin County,
Minnesota, select an arbitrator. Arbitration will be conducted pursuant to
the provisions of this Agreement, and the commercial arbitration rules of the
American Arbitration Association, unless such rules are inconsistent with the
provisions of this Agreement, but without submission of the dispute to such
Association. Limited civil discovery shall be permitted for the production of
documents and taking of depositions. Unresolved discovery disputes may be
brought to the attention of the arbitrator who may dispose of such dispute.
The arbitrator shall have the authority to award any remedy or relief that a
court of this state could order or grant; provided, however, that punitive
or exemplary damages shall not be awarded. The arbitrator may award to the
prevailing party, if any, as determined by the arbitrator, all of its costs
and fees, including the arbitrator's fees, administrative fees, travel
expenses, out-of-pocket expenses and reasonable attorneys' fees. Unless
otherwise agreed by the parties, the place of any arbitration proceedings
shall be Hennepin County, Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused
it to be dated as of the day and year first above written.
TECHNE CORPORATION
By Thomas E. Oland
Its President
"Company"
James A. Weatherbee 3/6/96
"Employee"