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EXHIBIT 10.17
ONCOR, INC.
EMPLOYMENT AND MANAGEMENT CONTINUITY AGREEMENT
This Employment and Management Continuity Agreement (the
"Agreement") is made and entered into effective as of September 29, 1997, by
and between Steven Turner (the "Executive") and Oncor, Inc., a Maryland
corporation (the "Company" or "Oncor").
RECITALS
A. The Board of Directors of the Company (the "Board")
believes that it is in the best interests of the
Company and its stockholders to provide the Executive
with the incentive to continue his employment with
the Company and to motivate the Executive to maximize
the value of the Company.
B. The Company has retained Lehman Brothers pursuant to
a letter dated June 3, 1997 (the "Lehman Letter"),
which contemplates the possibility of an acquisition
of the Company by another company or other change of
control. The Board recognizes that such
consideration can be a distraction to the Executive
and can cause the Executive to consider alternative
employment opportunities. The Board has determined
that it is in the best interests of the Company and
its stockholders to assure that the Company will have
the continued dedication and objectivity of the
Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below)
of the Company. The Board has further determined
that it is in the best interests of the Company to
provide incentives to the Executive to maximize the
value of the Company in anticipation of any Change of
Control.
C. The Board believes that it is imperative to provide
the Executive with certain benefits upon termination
of employment or upon a Change of Control, which
benefits are intended to provide the Executive with
financial security and provide sufficient incentive
and encouragement to the Executive to remain with the
Company notwithstanding the possibility of a Change
of Control.
D. To accomplish the foregoing objectives, the Board has
directed the Company, upon execution of this
Agreement by the Executive, to agree to the terms
provided herein.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and in consideration of the continuing
employment of the Executive by the Company, the parties agree
as follows:
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1. DEFINITION OF TERMS. The following terms referred to
in this Agreement shall have the following meanings:
(a) Affiliate. "Affiliate" means any
corporation, firm or partnership directly or
indirectly controlled by, controlling or
under common control with the Company.
(b) Base Compensation. "Base Compensation" shall
mean base salary of the Executive, as
adjusted from time to time by the Board, in
its discretion.
(c) Cause. "Cause" shall mean (i) any act of
personal dishonesty taken by the Executive in
connection with his responsibilities as an
employee that is intended to result in
substantial personal enrichment of the
Executive or his associates at the expense of
the Company or its stockholders, (ii)
committing a felony or an act of fraud
against the Company or its affiliates, (iii)
continued violations by the Executive of the
Executive's obligations under this Agreement
which are willful and deliberate on the
Executive's part after there has been
delivered to the Executive a written demand
from the Company to cease such activities; or
(iv) Executive purposely makes negative and
inaccurate comments about the Company in
circumstances where such information is
likely to become available to the public.
(d) Change of Control. "Change of Control" shall
mean a "Sale" of the Company as defined in
the Lehman Letter, to wit: A "Sale" of the
Company shall mean any transaction or series
or combination of transactions, other than in
the ordinary course of business, whereby,
directly or indirectly, control of or a
majority interest in the Company or a
majority of its assets, is transferred for
consideration, including, without limitation,
by means of a sale or exchange of capital
stock or assets, a merger or consolidation, a
tender or exchange offer, a leveraged buy-out
or any similar transaction.
(e) Disability. "Disability" shall mean that the
Executive has been unable to perform his
duties under this Agreement as the result of
his incapacity due to physical or mental
illness, and such inability, at least 180
days after its commencement, is determined to
be permanent by a physician selected by the
Company or its insurers and is acceptable to
the Executive or the Executive's legal
representative (agreement regarding
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acceptability not to be unreasonably
withheld). Termination resulting from
Disability may only be effected after at
least 30 days' written notice to the
Executive by the Company of its intention to
terminate the Executive's employment. In the
event that the Executive resumes the
performance of substantially all of his
duties hereunder before the termination of
his employment becomes effective, and
continues to perform such duties for a period
of at least 60 days, the notice of intent to
terminate shall automatically be deemed to
have been revoked.
(f) Involuntary Termination. "Involuntary
Termination" shall mean the Executive's
voluntary resignation within 3 months of the
occurrence of any of the following events:
(i) without the Executive's consent, the
reduction of the Executive's duties or the
removal of the Executive from his position
and responsibilities as set forth in this
Agreement; (ii) without the Executive's
consent, a reduction of the facilities and
perquisites (including office space, support
staff and location) available to the
Executive; (iii) a reduction by the Company
in the Base Compensation of the Executive as
in effect immediately prior to such
reduction; (iv) a material reduction by the
Company in the kind or level of employee
benefits to which the Executive is entitled
with the result that the Executive's overall
benefits package is significantly reduced; or
(v) the refusal by the Executive to relocate
his principal place of employment to a
facility or location more than 75 miles from
the Executive's then present location
following a written demand from the Company
to undertake such relocation. An Involuntary
Termination will also include (i) any
purported termination of the Executive by the
Company which is not effected by Disability
or for Cause, as those terms are defined
herein, or any purported termination for
which the grounds relied upon are not valid
under this Agreement, or (ii) the failure of
the Company to obtain the assumption of this
Agreement by any successors as contemplated
in Section 8 below.
2. EMPLOYMENT; TERM. The Company hereby agrees to
continue to employ the Executive, and the Executive
hereby agrees to continue such employment, as Chief
Executive Officer of the Company, for the period
effective September 29, 1997 and ending on September
28, 1999 unless terminated sooner. For purposes
hereof, the period of Executive's employment
hereunder is referred to as the "Term".
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3. DUTIES AND EXTENT OF SERVICES.
(a) During the Term, the Executive shall serve as
Chief Executive Officer of the Company with
such duties and responsibilities as are
consistent with such positions, and shall so
serve faithfully and to the best of his
ability, under the direction and supervision
of the Company's Board of Directors (the
"Board").
(b) The Executive shall continue to serve as a
Director of the Company if elected to such
position in accordance with law and hold such
other positions and executive offices of the
Company and/or of any of the Company's
subsidiaries or affiliates as may from time
to time be authorized by the Board of
Directors of the Company, provided that each
such position shall be commensurate with the
Executive's standing in the business
community as Chief Executive Officer of the
Company. The Executive shall not be entitled
to any compensation other than the
compensation provided for herein for serving
during the Term as a Director of the Company
or in any other office or position of the
Company, or any of its subsidiaries or
affiliates, unless the Board of Directors of
the Company shall have specifically approved
such additional compensation.
(c) The Executive shall devote substantially full
business time, attention and efforts to his
duties hereunder, except to the extent
specified below. The Executive shall
diligently perform to the best of his ability
all of the duties required of him as Chief
Executive Officer of the Company, and in the
other positions or offices of the Company or
its subsidiaries or affiliates required of
him hereunder. The Executive shall
faithfully adhere to, execute and fulfill all
policies established by the Company.
Notwithstanding the foregoing provisions of
this section, the Executive may participate
in charitable, civic, political, social,
trade, or other non-profit organizations to
the extent such participation does not
materially interfere with the performance of
his duties hereunder, and may make personal
investments in, and may serve as a
non-management director or non-employee
officer of, business corporations (or in a
like capacity in other for-profit
organizations) so long as it does not
materially interfere with the Executive's
obligations hereunder.
(d) Company and Executive agree that if they
agree that Executive shall change primary
responsibilities to become a substantially
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full time chief executive officer or a
similar position with a subsidiary of the
Company such as Codon Pharmaceuticals, Inc.
("New Company"), then New Company shall
become the employer of Executive under this
Agreement provided that (i) Company shall
remain financially obligated for the
obligations of New Company hereunder and (ii)
if Executive's base salary for New Company is
less than $240,000 annually, Company will
make up the difference.
4. BASE COMPENSATION. The Company shall continue to pay
the Executive as compensation for his services a base
salary at the annualized rate of Two Hundred Forty
Thousand Dollars ($240,000), along with such
performance bonus amounts, if any, as the Board may
authorize, in its discretion, from time to time.
This annual salary and bonus (if any) may be raised,
or reduced (but only with consent of the Executive)
from time to time by the Board. Such salary shall be
paid periodically in accordance with normal Company
payroll practices.
If (a) Executive is still employed on March
1, 1998, or (b) prior to that time his employment is
terminated (i) by the Company without Cause, (ii) as
a result of a Change or Control, (iii) due to
disability or (iv) by Involuntary Termination, then
the Company shall reduce the outstanding indebtedness
of Executive to the Company by $75,000. The parties
agree to provide such documentation of that reduction
of debt as may be necessary or appropriate under the
circumstances. Any of such amount is not necessary
to reduce indebtedness shall paid to Executive in
cash, subject to the appropriate withholding
requirements.
5. EXECUTIVE BENEFITS. The Executive shall be eligible
to participate in the employee benefit plans and
executive compensation programs maintained by the
Company and applicable to other key executives of the
Company, including, without limitation, retirement
plans, savings or profit-sharing plans, stock option
plans, incentive or other bonus plans, life,
disability, health, accident and other insurance
programs, paid vacations and similar programs or
plans, subject in each case to the generally
applicable terms and conditions of the applicable
plan or program in question, to the determination of
any committee administering such program or plan and
to the terms of this Agreement.
6. SEVERANCE BENEFITS.
(a) Termination Apart from Change of Control. In
the event the Executive's employment
terminates in circumstances that
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constitute an Involuntary Termination prior
to the occurrence of a Change of Control (the
"No-Change Period"), then the Executive shall
be entitled to receive severance pay equal to
24 months' Base Compensation, to be paid out
monthly at the same time as the Company's
regular payroll is paid, and any other
benefits that may then be established under
the Company's existing severance and benefit
plans and policies, if any, for employees
generally at the time of such termination.
In the event the Executive resigns under
circumstances that do not constitute an
Involuntary Termination during the No-Change
Period, then no severance payment shall be
due unless in accordance with the Company's
existing severance and benefit plans and
policies, if any, for employees generally at
the time of such termination.
(b) Termination In Connection With A Change In
Control. (i) Subject to the limitation on
payments set forth in Section 8 below, if the
Company terminates the Executive's employment
in connection with a Change in Control under
circumstances that constitute an Involuntary
Termination, then the Executive shall be
entitled to receive severance pay in an
amount equal to 24 months' Base Compensation.
Any severance payments to which the Executive
is entitled pursuant to this paragraph shall
be paid in a lump sum within thirty (30) days
after the Executive's termination. (ii)
Following a Sale, the Executive agrees to
remain an Oncor employee (or an employee of
Oncor's successor after a Sale) until six (6)
months after the Sale Date or earlier
termination by Oncor (other than in cases of
death or disability).
The Executive is party to Option
Agreements with the Company, pursuant to
which he can purchase shares of the Company's
common stock. The Company's Stock Option
Plan, pursuant to which the Option Agreement
was entered into, provides for termination of
the option period ninety days after the
Executive ceases to perform services for the
Company. In consideration of the mutual
promises and covenants contained herein and
if permissible under the Sale transaction and
the policies of the purchaser, the Executive
shall be able to exercise options under the
Option Agreements following a Sale at any
time up to the scheduled expiration of the
option period under the Option Agreement
notwithstanding termination of employment.
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(c) Termination for Cause. Notwithstanding
anything else contained in this Agreement, if
the Company terminates the Executive's
employment for Cause, then the Executive
shall not be entitled to receive severance or
other benefits pursuant to this Agreement
except for those benefits, if any, as then
established under the Company's then existing
severance and benefit plans and policies at
the time of such termination.
(d) Medical, Life and Disability Benefits. In
the event the Executive is entitled to
severance benefits pursuant to this
Agreement, then in addition to such severance
benefits, the Executive shall receive
Company-paid health, life and disability
insurance coverage to the extent provided to
such Executive immediately prior to the
Executive's termination (the "Company-Paid
Coverage") for two (2) years after the date
of termination of employment or until the
Executive becomes covered under another
employer's group health, life or disability
insurance plan, whichever occurs first. If
the Executive's health, life and disability
insurance coverage included the Executive's
dependent(s) immediately prior to the
Executive's termination, such dependent(s)
shall also be covered at Company expense.
For purposes of the continuation health
coverage covered under the federal statute
known as COBRA, the date of the "qualifying
event" triggering the Executive's Election
Period (and that of his qualifying
beneficiaries) shall be the last date on
which the Executive receives Company-Paid
Coverage under this Agreement.
(e) Death. If the Executive's employment is
terminated due to the death of the Executive,
then the Executive shall not be entitled to
receive severance or other benefits pursuant
to this Agreement except for those benefits
(if any) as then established under the
Company's then existing severance and
benefits plans and policies at the time of
death.
(f) In connection with the provisions in this
Agreement, the Executive acknowledges and
agrees that he has no other claims or
agreements relating to remuneration or
compensation from the Company, except
pursuant to existing written Company
compensation plans and policies.
7. UNAUTHORIZED DISCLOSURE; PROHIBITED AND COMPETITIVE
ACTIVITIES.
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(a) The Executive understands and agrees that due
to the Executive's position with the Company,
both prior to and subsequent to the effective
date of this Agreement, the Executive has
been and will be exposed to, and has received
and will receive, confidential and
proprietary information of the company
relating to the Company's business affairs
(collectively, the "Trade Secrets"),
including, but not limited to, technical
information, product information and
formulae, processes, business and marketing
plans, strategies, customer information,
other information concerning the Company's
products, promotions, development, financing,
expansion plans, business policies and
practices, salaries and benefits, and other
forms of information considered by the
Company to be proprietary and confidential
and in the nature of trade secrets. Except
to the extent that the proper performance of
the Executive's duties, services and
responsibilities hereunder may require
disclosure, and except as such information
(i) was known to the Executive prior to his
employment by the Company, or (ii) was or
becomes generally available to the public
other than as a result of a disclosure by the
Executive in violation of the provisions of
this paragraph, the Executive agrees that
during his employment with the Company and at
all times thereafter the Executive will keep
such Trade Secrets confidential and will not
disclose such information, either directly or
indirectly, to any third person or entity
without the prior written consent of the
Company or use such information for the
benefit of himself or any third person or
entity without the prior written consent of
the Company. This confidentiality
restriction, has no temporal, geographical or
territorial restrictions, provided, however,
that if in the written opinion of counsel,
the Executive is legally compelled to
disclose Trade Secrets to any tribunal of
only those Trade Secrets which such counsel
advises in writing are legally required to be
disclosed shall not constitute a Prohibited
Activity provided that the Executive shall
give the Company as much advance notice of
such disclosure as is reasonably practicable.
(b) On the effective date of any termination of
the Executive's employment with the Company,
the Executive will promptly supply to the
Company all property, including, but not
limited to, keys, notes, memoranda, writings,
lists, files, reports, customer lists,
correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data,
formulae, or any other
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tangible product or document, and any and all
copies, duplicates or reproductions thereof,
which has been produced by, received by or
otherwise submitted to the Executive in the
course of his employment with the Company
other than personal items.
(c) The Executive and the Company recognize that
due to the nature of the Executive's position
with the Company and the relationship of the
Executive and the Company, both prior to and
subsequent to the date of this Agreement, the
Executive has had and will have access to,
has had and will acquire, and has assisted
and may continue to assist in developing
confidential and proprietary information
relating to the business and operations of
the Company and its affiliates, including
Trade Secrets. The Executive acknowledges
that such information has been and will be of
central importance to the business of the
Company and its affiliates and that
disclosure of it to, or its use by, others
(including, without limitation, the
Executive, other than in furtherance of the
Company's business and affairs ), could cause
substantial loss to the Company. The
Executive and the Company also recognize that
an important part of the Executive's duties
has been to develop goodwill for the Company
and its affiliates through his personal
contact with Customers (as defined below),
employees, and others having business
relationships with the Company, and that
there is a danger that this goodwill, a
proprietary asset of the Company, may follow
the Executive if and when his relationship
with the Company is terminated. The
Executive accordingly agrees that, during the
balance of his employment with the Company,
and for a period of one (1) year after the
Sale Date, he will not:
(i) directly or indirectly, whether
for his own account or for the
account of any other person or
entity, solicit, divert or
endeavor to entice away Customers
from the Company or any entity
controlled by the Company, or
otherwise engage in any activity
intended to terminate, disrupt or
interfere with the Company's or
any of its affiliates'
relationship with Customers, or
otherwise adversely affect the
Company's or any of its
affiliates' relationship with
Customers or other business
relationships of the Company or
any affiliate thereof;
(ii) publish or make any statement
critical of the Company or any
shareholder, officer, director or
affiliate, or in
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any way adversely affect or
otherwise malign the business or
personal reputation of any of
such parties; and the Company
agrees not to publish or make any
statement critical of Executive
or in any way adversely affect or
otherwise malign the business or
personal reputation of Executive.
(iii) directly or indirectly solicit
any person who, at the time of
such solicitation, is employed by
the Company or any affiliate
thereof, for employment at any
employer other than the Company,
or recommend to any subsequent
employer of the Executive the
solicitation for employment of
any such employee of the company
or affiliate; or
(iv) engage in any "Competitive
Activity," as defined below.
(d) Customers. "Customers" shall mean those
persons or entities who, at any time during
the Executive's employment with the Company,
and/or during the period one (1) year after
the termination of the Executive's
employment, are or were customers or clients
of the Company or any affiliate thereof or
any predecessor of any of the foregoing.
(e) Competitive Activity. "Competitive Activity"
means engaging in any of the following
activities, singly or in any combination:
(i) serving as a director of a
"Competitor" (as defined below);
(ii) directly or indirectly either
controlling any Competitor, or
owning any equity or debt
interests in any Competitor
(other than equity or debt
interests which are publicly
traded and, at the time of any
acquisition, do not exceed five
percent (5%) of the particular
class of interests outstanding,
it being understood that, if
interests in any Competitor are
owned by an investment vehicle or
other entity in which the
Executive owns an equity
interest, a portion of the
interests in such Competitor
owned by such entity shall be
attributed to the Executive, such
portion shall be determined by
applying the percentage
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of the equity interest in such
entity owned by the Executive to
the interests in such Competitor
owned by such entity);
(iii) employment by, including serving
as an officer or partner of,
providing consulting services to
(including, without limitation,
as an independent contractor),
or, managing or operating the
business or affairs of any
Competitor; or
(iv) participating in the ownership,
management, operation or control
of or being connected in any
manner with any Competitor.
(f) Competitor. "Competitor" means any person
(other than the Company or any of its
affiliates) that competes, either directly or
indirectly, with any of the business
conducted by the Company or any of its
affiliates in the United States, such
business being, without limitation, those
related to the development, production and
marketing of cancer-oriented genetic probes,
related reagents, molecular biology products
and diagnostic products for the detection and
management of certain cancers, it being
agreed that the list of parties conclusively
deemed to be the Competitors covered hereby
are Boehringer-Mannheim, Hoffman LaRoche,
Vysis, Inc. and their respective affiliates.
(g) Remedies. The Executive agrees that any
breach of the terms of this Section 7 would
result in irreparable injury and damage to
the Company for which the Company would have
no adequate remedy at law; the Executive
therefore also agrees that in the event of
said breach or any threatened breach, the
Company shall be entitled to an immediate
injunction and restraining order to prevent
such breach and/or threatened breach and/or
continued breach by the Executive and/or any
and all persons and/or entities acting for
and/or with the Executive, without having to
prove damages, in addition to any other
remedies to which the Company may be entitled
at law or in equity. The terms of this
paragraph shall not prevent the Company from
pursuing any other available remedies for any
breach or threatened breach hereof,
including, without limitation, the recovery
of damages from the Executive. The Company
shall have the right to seek injunctive or
other relief for the breach or
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threatened breach by the Executive of this
Section 7 in any court of competent
jurisdiction. The provisions of this Section
7 shall survive any termination of this
Agreement. The existence of any claim or
cause of action by the Executive against the
Company, whether predicated on this Agreement
or otherwise, shall not constitute a defense
to the enforcement by the Company of the
covenants and agreements in this Section 7.
8. LIMITATION ON PAYMENTS. To the extent that any of
the payments and benefits provided for this Agreement
or otherwise payable to the Executive constitute
"parachute payments" within the meaning of Section
280G of the Internal Revenue Code, as amended, and,
but for this Section 8, would be subject to the
excise tax provided for by Section 4999 of that Code,
then the Executive's benefits under Section 6 above,
as applicable, shall be payable either
(a) in full, or
(b) as to such lesser amount as would result in
no portion of such severance benefits being
subject to the excise tax under Section 4999
of the Code,
whichever of the foregoing amounts, taking into
account the applicable federal, state and local
income taxes and the excise tax imposed under Section
4999, results in the receipt by the Executive on an
after-tax basis of the greatest amount of severance
benefits under Section 6 above, notwithstanding that
all or some portion of such severance benefits may be
taxable under Section 4999. Unless the Company and
the Executive otherwise agree in writing, any
determination required under this Section 8 shall be
made in writing by an independent public accounting
firm reasonably acceptable to the Company other than
that used by the Company (the "Accountants"), whose
determination shall be conclusive and binding upon
the Executive and the Company for all purposes. For
purposes of making the calculations required by this
Section 8, the Accountants may make reasonable
assumptions and approximations concerning applicable
taxes and may rely on reasonable, good faith
interpretations concerning the application of
Sections 280G and 4999. The Company and the
Executive shall furnish to the Accountants such
information and documents as the Accountants may
reasonably request in order to make a determination
under this Section. The Company shall bear all costs
the Accountants may reasonably incur in connection
with any calculations provided for by this Section 8.
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9. SUCCESSORS.
(a) Company's Successors. Any successor to the
Company (whether direct or indirect and
whether by purchase of stock, purchase of
assets, lease, merger, consolidation,
liquidation or otherwise) to all or
substantially all of the Company's business
and assets shall assume the obligations under
this Agreement and agree expressly to perform
the obligations under this Agreement in the
same manner and to the same extent as the
Company would be required to perform such
obligations in the absence of a succession.
For all purposes under this Agreement, the
term "Company" shall include any successor to
the Company's business and assets which
executes and delivers the assumption
agreement described in this paragraph or
which becomes bound by the terms of this
Agreement by operation of law.
(b) Executive's Successors. Except as otherwise
specifically provided in this Agreement, the
terms of this Agreement and all rights of the
Executive hereunder shall inure to the
benefit of, and be enforceable by, the
Executive's personal or legal
representatives, executors, administrators,
successors, heirs, devicees and legatees.
10. NOTICE.
(a) General. Notices and all other
communications contemplated by this Agreement
shall be in writing and shall be deemed to
have been duly given when personally
delivered or three (3) days after being
mailed by U.S. registered or certified mail,
return receipt requested and postage prepaid.
In the case of the Executive, mailed notices
shall be addressed to him at the home address
which he most recently communicated to the
Company in writing. In the case of the
Company, mailed notices shall be addressed to
its corporate headquarters, and all notices
shall be directed to the attention of its
Secretary.
(b) Notice of Termination. Any termination by
the Company for Cause shall be communicated
by a written notice of termination to the
Executive given in accordance with the notice
provisions of this Agreement. Such notice
shall indicate the specific termination
provision in this Agreement relied upon,
shall set forth in reasonable detail the
facts and circumstances that
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provide a basis for termination under the
provision so indicated, and shall specify the
termination date.
11. MISCELLANEOUS PROVISIONS.
(a) No Duty to Mitigate. The Executive shall not
be required to mitigate the amount of any
severance payment contemplated by this
Agreement (whether by seeking new employment
or otherwise), nor shall any such payment be
reduced by any earnings that the Executive
may receive from any other source.
(b) Waiver. No provision of this Agreement shall
be modified, waived or discharged unless the
modification, waiver or discharge is agreed
to in writing and signed by the Executive and
by an authorized officer of the Company
(other than the Executive). No waiver by
either party of any breach of, or compliance
with, any condition or provision of this
Agreement by the other party shall be
considered a waiver of any other condition or
provision or of the same condition or
provision at another time.
(c) Whole Agreement. No agreements,
representations or understandings (whether
oral or written and whether express or
implied) which are not expressly set forth in
this Agreement have been made or entered into
by either party with respect to the subject
matter hereof.
(d) Choice of Law. The validity, interpretation,
construction and performance of this
Agreement shall be governed by the laws of
the State of Maryland.
(e) Severability. The invalidity or
unenforceability of any provision or
provisions of this Agreement shall not effect
the validity or enforceability of any other
provision herein, which shall remain in full
force and effect.
(f) No Assignment of Benefits. The rights of any
person to payments or benefits under this
Agreement shall not be made subject to option
or assignment, either by voluntary or
involuntary assignment or operation of law,
including, without limitation, bankruptcy,
garnishment, attachment or other creditor's
process, and any action in violation of this
paragraph shall be void.
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(g) Employment Taxes. All payments made pursuant
to this Agreement will be subject to
withholding of applicable income and
employment taxes.
(h) Assignment by Company. The Company may
assign its rights under this Agreement to an
affiliate, and an affiliate may assign its
rights under this Agreement to another
affiliate of the Company or to the Company.
(i) Counterparts. This Agreement may be executed
in counterparts, each of which shall be
deemed an original, but all of which other
will constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties has executed this
Agreement, in the case of the Company by its duly authorized officer, as of the
day and year first above written.
ONCOR, INC.
By: /s/ Cecil Kost
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Title: President and Chief Operating Officer
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EXECUTIVE
By: /s/ Stephen Turner
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Title: Chief Executive Officer
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