Exhibit 10.49
INVITROGEN CORPORATION
EMPLOYEE RELOCATION GUIDELINES
Paybands 19, 20, 21, 22 & 23 (10)
Rockville Closing
Effective 4/1/2001
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INVITROGEN CORPORATION
RELOCATION POLICY GUIDELINES -- ROCKVILLE CLOSING
PAY BANDS 19, 20, 21, 22 & 23 (10)
I. RELOCATION SERVICES
A. Travel Expenses -- Reimbursable
1. Home Finding Trips
You and your spouse are entitled to three (3) round trips to
the destination location for the purpose of selecting a new
residence. The trip can include your child(ren) if approved by
Human Resources. The following terms and conditions apply:
a. The number of days reimbursed for each home finding
visit shall not exceed a total of five days and five
nights stay in the destination location.
b. Costs related to round trip transportation, lodging at
a company-designated hotel, car rental and reasonable
meals will be reimbursed.
c. Reasonable expenses incurred while on a home finding
trip will be reimbursed using the relocation expense
report provided, with receipts attached. These expense
reimbursement requests must be submitted within 30
days of incurring the expense and must be clearly
designated as "relocation expense".
d. Reasonable and customary expenses for childcare will be
reimbursed.
2. Final Move
Invitrogen will reimburse reasonable and customary expenses of
one-way transportation for you and your immediate family to
the new location. Travel will be by the most direct route.
Reimbursable expenses include mileage at the current company
rate and tolls, as well as lodging and meal costs for every
day of travel plus the last day at the old location and the
arrival day in the new location. If you have begun working at
the new location prior to the final move, Invitrogen will
provide a one-way trip for you to return to the former
residence to assist the family with the final move.
B. Household Goods Moving Expenses
You will be referred to the contracted household goods carrier who
will transport your belongings to the new location.
Invitrogen will pay for all reasonable charges for packing at origin,
one pickup at origin and one delivery at destination and unpacking at
destination within the guidelines that follow:
1. Approved Moving Expenses
a. Transport of household and personal effects.
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b. Costs related to one packing/loading and one
unloading/unpacking of goods during a normal Monday
through Friday workweek.
c. Fees for preparation, service and normal reinstallation
of appliances and electronic household items.
d. Insurance of household goods both in transit and while
goods are in storage.
e. Transport of two automobiles, if necessary. Travel by
personal automobile is required if distance is 350
miles or less.
f. Storage of household goods for up to 90 days.
g. If your household goods are packed prior to the
scheduled date of departure, meals and lodging at the
old location will be reimbursed for you and all
members of the immediate family subject to Section C
below.
h. Reasonable expenses will be covered for moving
ordinary household pets, such as dogs and cats.
Shipping charges (including pet carriers) and required
health certifications are authorized for up to two
pets.
2. Moving Expenses -- Approved by Invitrogen on a Case-by-Case
Basis
Special services such as the following will be reviewed on a
case-by-case basis and must be approved in advance by the VP,
Human Resources.
a. Farm equipment, airplanes, boats and boat trailers,
motor homes, more than two automobiles or vehicles,
antique automobiles and automobiles not in driving
condition.
b. Unauthorized overtime hours paid to the carrier for
hours required to pack/load/unload and extra pickup
charges.
3. Moving Expenses -- Not Allowable
a. Removal of typically permanent fixtures such as
carpeting, antennas, satellite television dishes,
playground equipment, above ground swimming pools,
Jacuzzis, large workshops, draperies, permanently
affixed wall mirrors, light fixtures, air
conditioners, or items attached to a foundation or
wall will not be considered allowable expenses.
b. Costs associated with transport of firewood, building
materials, combustible items, frozen and perishable
foods, alcoholic beverages, livestock.
c. Unusual and exotic household animals such as rare
birds, tropical fish and snakes, which require special
and specific environmental conditions.
d. Special crating/uncrating, unpacking for unusual items
such as antiques, lab equipment, pool tables or
grandfather clocks needs to be authorized.
e. Plants and shrubs.
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f. Personal insurance coverage for family treasures such
as jewelry, documents, mementos, collections, precious
metals, stones, coins and automobiles towed by
employee.
g. Costs incurred for and movement of items not covered
by the policy may be negotiated with the carrier.
However, such expense items are non-reimbursable
relocation expenses and must be paid for directly to
the carrier by the employee.
h. Tips or other gifts to the household goods carrier.
4. Rental Trailer -- an additional $.04 per mile, plus rental
expense will be paid if you use a trailer to transport all or
part of your personal effects and the trailer is moved to the
new location by personal car.
C. Temporary Living Expenses
Temporary living covers the period of time between when you move out
of your former home and when you take possession of the new residence
(except as provided in Section C(2) below). Every effort should be
made to time the move so you and your furniture go directly to the
new residence. Temporary living is authorized, if required, for up to
ninety (90) days.
1. Lodging
Invitrogen will reimburse for reasonable accommodation at a
company-designated hotel while awaiting the delivery of
household belongings. It is recommended that if you know the
period of time will exceed three weeks, Invitrogen will assist
you in locating an efficiency or furnished apartment to rent
on a monthly basis.
2. Meals
Reasonable and customary reimbursement of meals for the
employee and family for up to ninety (90) days. Such
reimbursement for meals may continue for up to two days after
you have taken possession of the new residence to allow time
to move into your kitchen and dining facilities.
3. Car Rental
Car rental is in accordance with company policy.
4. Laundry and Dry Cleaning Charges
Charges accrued during a hotel stay only will be reimbursed.
D. Miscellaneous Relocation Expense Allowance.
Invitrogen will provide a Miscellaneous Relocation Expense Allowance
equal to $10,000, payable on the effective date of your relocation as
determined between the HR Department and you.
E. Sale of Former Home
Invitrogen will reimburse for the real estate commission on the
sale of your former home up to 6% of the sales price, plus
reasonable and customary closing costs, including appraisals,
legal fees, home inspection, title search fees, and transfer
taxes and
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recordation costs customarily paid by sellers (up to a maximum
for taxes and recordation costs of $10,000), provided the sale
occurs within one year of relocation contract date and employee
is actively employed by the Company during the period.
F. Lease Termination (Renter)
Invitrogen will reimburse for reasonable penalties for the
cancellation of an unexpired lease for up to two months rent.
G. Home Finding Assistance For a New Residence
The following description details the procedures for home finding
assistance for Invitrogen transferring employees. These services,
provided through L&F, include the Buy Smart Home Finding Program
(Homeowner) and the Rent Smart Home Finding Program (Renter).
1. Buy Smart Home Finding Program
Your L&F Coordinator will assist you with information and the
selection of qualified Realtor(s) in your new area. The
Coordinator will conduct an in-depth discussion on your
concerns, needs and wants. Based on your wishes, the L&F
Coordinator will provide you with a comprehensive area
information package with specialized information.
The L&F Coordinator will arrange an area orientation tour with
a Relocation Realtor and schedule tours of appropriate housing
that is available. If you have a Realtor with whom you would
like to work, provide the Realtor's name to your L&F
Coordinator. DO NOT CONTACT THE REALTOR DIRECTLY.
When you find a home you want to purchase, the L&F Coordinator
is available to assist you in your contract negotiations. The
Coordinator will review the contract with you to be sure you
understand your relocation benefits relevant to the terms of
the contract.
2. Purchase of New House
If the employee purchases a residence, Invitrogen will
reimburse a combination of points on a new home loan
(excluding loan prepayment penalties) and other miscellaneous
closing costs (such as loan origination fees, appraisal fees,
administrative and processing fees, title insurance fees,
escrow fees, and building inspection fees) up to a maximum of
$20,000. If the employee rents a residence instead of
purchasing, Invitrogen will pay to the employee a one time
relocation bonus of $15,000 in lieu of the amount specified in
the previous sentence.
Invitrogen will extend an interest-free loan for $150,000 for
the purchase of a home, to be secured by the home purchased,
or any subsequent home purchased while employed by Invitrogen.
The employee will not be required to make principal payments
on the loan unless employee's employment is terminated prior
to the forgiveness of the loan. Loan to be forgiven if still
an employee with Invitrogen as follows: one/third of the loan
after three (3) years; an additional one/third of the loan
after four (4) years; and the final one/third of the loan
after five (5) years. The employee will be liable for taxes,
if any, for imputed interest and forgiveness of the loan.
Complete details relating to the loan are included in the
Secured Promissory Note and Deed of Trust (and Addendum
thereto), which the employee must execute
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before receiving the loan. A copy of these documents in
blank has been made available to employee.
3. Rent Smart Home Finding Program
Your L&F Coordinator will assist you with information and the
selection of qualified Realtor(s) or Rental Specialist(s). The
L&F Coordinator will discuss your needs and wants and schedule
an are a orientation tour and viewing of appropriate housing
that is available. When you locate a property that you would
like to rent, your Rental Specialist will assist you in your
lease negotiation, and will provide a Transfer Clause to be
inserted in your lease to protect you, should you be relocated
prior to your lease expiration.
II. TAX ASSISTANCE AND REGULATIONS
The Internal Revenue Service considers most amounts received as
reimbursement for relocation expenses to be compensation. The expense
reimbursement paid directly to an employee for IRS qualified moving
expenses (shipment of household goods, 30 days storage in transit, final
move transportation and lodging costs) will be reported in Box 12 of the
W-2. Qualified moving expenses paid to a third party on behalf of an
employee will no longer be reported on the employee's W-2. All
non-qualified reimbursements whether paid to the employee or a third
party, will be included in wages, Box 1 of the W-2. At year-end,
Invitrogen will provide you with a summary of your relocation expenses
that were paid during the year. This will assist you in filing your
personal income tax return.
Invitrogen will "gross-up" all non-deductible expenses that are subject
to reimbursement under this agreement so that you will not incur any
net, out-of-pocket expense after payment of Federal, State, FICA and
Medicare taxes relating to such expense reimbursement. Such
non-deductible expenses include, without limitation:
- Home Finding Trip Expenses
- Temporary Living Expenses
- Miscellaneous Relocation Expense Allowance
- Closing Costs on Sale of Former Home
- Miscellaneous Closing Costs on Purchase of New Home (not
points)
- Employment Assistance for Spouse
- Lease Cancellation and Rental Assistance
Reasonably promptly following the submission of any approved request for
reimbursement of eligible expenses, you will receive a payment from
Invitrogen that shall be grossed up so that the net payment to you shall
equal the actual expense. Such payment shall be calculated based upon
your United States federal and state income tax rates, as determined
based upon your Form W-4 (Employee's Withholding Allowance Certificate)
and applicable state withholding certificate. After the end of the
calendar year, you may submit to Invitrogen's HR Department a
certification from your certified public accountant or such other
documentation in a form acceptable to Invitrogen, to document that you
were subject to higher effective marginal tax rates during the year in
which you received expense reimbursements pursuant to this agreement. In
such case, Invitrogen shall make an additional gross-up payment
reasonably promptly after the submission of the certification or
additional documentation, based upon the actual tax rates applicable to
you for such year. Such additional payment shall also be grossed up
using the higher effective marginal tax rate identified for the previous
year.
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For expenses of third party service providers that are paid directly by
Invitrogen, a gross up payment will be made by Invitrogen to the
employee at the end of the year in which such expense is incurred.
Interpretation of the "gross-up" policy lies with the Vice President of
Human Resources, the Chief Financial Officer and his or her designee.
All requests for relocation reimbursement must be received by Invitrogen
by November 30 to ensure inclusion of expenses in the current tax year.
For tax reporting purposes, relocation expense reports received after
November 30 will be included in the following tax year.
Invitrogen will pay the cost of tax return preparation service by a
third party service provider approved by Invitrogen in advance to assist
the employee in preparation of tax returns for any year in which the
employee has received any expense reimbursements pursuant to this
agreement.
III. EMPLOYMENT ASSISTANCE FOR SPOUSE
If your spouse is currently employed, Invitrogen will provide placement
services through an agency of the Company's choosing in the relocation
area to assist in finding a new job, in an amount not to exceed $10,000
for such services actually received.
IV. RELOCATION BACK
If the employee is terminated without Cause (as defined in the Secured
Promissory Note relating to the housing loan described above) within
twelve (12) months from the effective work start date at the new
location, the employee shall be provided with a severance package equal
to two (2) weeks of salary per year of service and a relocation award
that shall consist of either:
A. cash in an amount equal to the cost of relocating back to the
employee's point of origin, which shall include only the type of
costs listed in Sections I(A)(2) and I(B) above calculated based
on one or more estimates obtained by the Company in good faith
from one or more third party service providers or
B. the actual costs incurred by the employee and his or her family
in one move to any location in the continental United States
during the twelve (12) months following such termination that are
the type of costs authorized in Sections I(A), -(B), -(C), -(E),
and -(F) above.
V. EMPLOYEE REIMBURSEMENT AGREEMENT
Recognizing the comprehensive nature of these Guidelines and the
magnitude of the obligations assumed by Invitrogen, the employee agrees
to reimburse Invitrogen for all relocation expenses incurred if the
employee leaves employment voluntarily or is terminated for gross
misconduct within twelve (12) months of the effective work start date at
the new location. At the end of 12 months of employment, the amount will
be completely forgiven. If the employee voluntarily terminates his/her
service, the total relocation expenses incurred on behalf of the newly
transferred employee will become immediately payable to Invitrogen.
Further, all reimbursements under the agreement of which these
Guidelines are a part, including any submitted but not yet reimbursed
expenses and any pending tax assistance payments shall cease as of the
date of termination. Invitrogen maintains the right to withhold moneys
owed from any final salary or other moneys due the individual.
A letter agreement between Invitrogen and the employee incorporating
these Guidelines must be signed by you and returned to Human Resources
as a prerequisite to receiving relocation benefits.
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