EMPLOYMENT AGREEMENT
This AGREEMENT made effective September 30, 1996 between DIANON
SYSTEMS, INC., a Connecticut corporation, and any successor thereto, hereinafter
referred to as the "Company", and DAVID SCHREIBER, residing at 1780 Nicholson
Drive, Hoffman Estates, Illinois 60192.
WITNESSETH:
WHEREAS, the Company wishes to employ David Schreiber and David
Schreiber wishes to accept such employment, in each case on the terms and
subject to the conditions set forth below; and
WHEREAS, the services that David Schreiber should render hereunder to
the Company are unique and valuable; and
WHEREAS, the parties desire to reduce the terms and conditions of David
Schreiber's employment to writing;
NOW, THEREFORE, in consideration of the terms and conditions and the
mutual covenants contained in this Agreement, the Company and David Schreiber
hereby agree as follows:
1. Employment
----------
The Company hereby employs David Schreiber as of the first full day
of service he provides to the Company hereunder which shall be no later than
November 1, 1996 and David Schreiber hereby accepts such employment upon the
terms and conditions hereinafter set forth. The parties acknowledge that David
Schreiber's employment with the Company is at will and terminable by either
party at any time for any reason.
2. Duties and Responsibilities
---------------------------
David Schreiber, as Chief Financial Officer and Senior Vice
President, Finance, shall perform with continuous diligence those activities
assigned to David Schreiber by the Company's President or, in the absence of a
President, its Board of Directors. Commencing with the first full day of service
he provides to the Company hereunder, David Schreiber will be elected as Chief
Financial Officer and Senior Vice President, Finance, of the Company.
3. Term
----
This Agreement shall begin on the effective date hereof and
continue until terminated under the terms contained herein.
4. Salary and Incentive Compensation
---------------------------------
The Company shall compensate David Schreiber for his services
during the term of this Agreement commencing with the first full day of service
he provides to the Company hereunder on a salaried basis paid in installments at
a rate determined by the Company from time to time, provided that the initial
base salary shall be at an annualized rate of $190,000. Commencing with the
first full day of service he provides to the Company hereunder, David Schreiber
shall also participate, according to its terms, in any management incentive
compensation program maintained by the Company for salaried Grade 18 management
employees of the Company during the term of this Agreement. A copy of the
Management Incentive Plan currently in effect is attached as Exhibit A.
5. Fringe Benefits
---------------
During the term of this Agreement, commencing with the first full
day of service he provides to the Company hereunder, the Company shall provide
David Schreiber benefits and emoluments as authorized for all other salaried
Grade 18 management employees of the Company as they may be modified from time
to time by the Company during the term of this Agreement, including at the time
of execution of this Agreement, health and medical insurance, life insurance,
sick leave, vacation, holidays, retirement plan participation and stock purchase
plan participation. In addition, the Company shall provide David Schreiber with
a Company-leased automobile for his use and shall reimburse him in accordance
with Company practice for business related fuel usage, routine maintenance
expenses, and auto insurance expense.
6. Stock Options
-------------
Upon execution of this Agreement, the Company shall award David
Schreiber Incentive Stock Options to purchase 50,000 shares of common stock of
the Company at the fair market value on said date, on term, conditions, vesting
schedules and expiration dates which are substantially equivalent to the stock
option award document attached to this Agreement as Exhibit B.
7. Signing Bonus
-------------
Upon execution of this Agreement, David Schreiber shall earn,
payable upon his first day of employment, a signing bonus of $80,000 (subject to
appropriate withholding taxes) payable by the Company.
8. Stock Grants
------------
Provided David Schreiber's employment with the Company continues
through the date below without notice of intent to terminate having been given
by either party, the Company shall issue to David Schreiber 7,500 shares of
common stock of the Company on April 1, 1997. David Schreiber agrees not to sell
any such stock for a period of six months from the date of such grant.
9. Relocation
----------
The Company shall pay for and reimburse expenses associated with
David Schreiber's relocation connected with his hire in accordance with the
Company's policy on Relocation and Moving Expenses, a copy of which is attached
to this Agreement as Exhibit C; provided further that, the Company shall
compensate David Schreiber if his current res-idence is sold prior to January 1,
1997, pursuant to said policy's guaranteed home sale plan or otherwise in an
arms length transaction, at a price insufficient to compensate him for his
equity in the residence at the time of sale, including the value of permanent
improvements made by him (the amount of which equity including improvements
shall be determined by the Company on the basis of appropriate documentation
satisfactory to the Company to be supplied by David Schreiber, but which in no
event shall exceed $115,000). Any such equity compensation shall be subject to a
gross up payment for tax purposes as described in Section III(I) of the
Company's policy on Relocation and Moving Expenses.
10. Termination
-----------
a) This Agreement shall terminate on any of the following
occurrences:
(i) David Schreiber's death
(ii) David Schreiber's disability for a period of 90 days or
more unless waived by the Board of Directors;
(iii) mutual agreement of the parties reduced to writing
signed by both parties;
(iv) voluntary resignation by David Schreiber
(v) termination by the Company without Stated Cause;
(vi) termination by the Company with Stated Cause.
b) Cause shall mean David Schrieber's
(i) gross negligence
(ii) insubordination;
(iii) willful misconduct;
c) "Stated Cause" shall mean Cause communicated to David Schreiber
by the Company in a Notice of Termination.
d) "Notice of Termination" shall mean written notice given to by
either party to the other of an intention to terminate this Agreement pursuant
to subparagraphs (a) (iv), (v) or (vi) of this Paragraph of this Agreement.
e) Notice of Termination shall be sent by certified mail or
registered mail, return receipt requested, first class postage prepaid, to the
residence in the case of David Schreiber, and to its principal office in the
Town of Stratford, Connecticut, to the attention of the President.
f) The "Termination Date" shall be the date David Schreiber ceases
providing services to the Company as an employee.
11. Compensation after Termination
------------------------------
a) David Schreiber will not receive any compensation from the
Company after the Termination Date other than accrued, unused vacation, except
as described under Paragraph (b) of this Section of this Agreement, if
applicable. David Schreiber's participa-tion in all fringe benefits offered by
the Company to its employees will cease immediately on the Termination Date
except as described in Paragraph (b) of this section of this Agree-ment, if
applicable. Nothing in this Agreement, however, is intended to impair any rights
vested under the law in any benefit plan in the Company.
b) If this Agreement and David Schreiber's employment with the
Company is terminated by the Company without Stated Cause, then during the
applicable "Post Termination Period" described in subparagraph (v) of this
paragraph:
(i) The Company will pay David Schreiber at his rate of base
pay determined as of the day preceding the Termination
Date.
(ii) David Schreiber shall act as a consultant to the Company
as requested by the Company for up to six days per month.
(iii) The Company will contribute towards the premium cost of
medical continuation coverage for David Schreiber and/or
his dependents on the same basis as it then contributes
towards the medical coverage of active employees and/or
their dependents, for any months in said period during
which David Schreiber and/or his dependents are eligible
and elect to continue such coverage.
(iv) The Company will pay up to $10,000 for outplacement
services for David Schreiber provided by an outplacement
provider of David Schreiber's choice.
(v) If termination occurs within the first year of
employment, or at a later time but within six months
after the Company's being acquired by another business
entity, the "Post Termination Period" shall be a period
of one year beginning with the Termination Date. If
termination occurs after one year of employment has been
completed and absent an acquisition of the Company, the
"Post Termination Period" shall be a period of six months
beginning with the Termination Date.
12. Company Property
----------------
On the Termination Date, or at any earlier point in time after a
Notice of Termination is received when a request is made by the Company for
same, David Schreiber will turn over to the Company all notes, reports,
memoranda, books, records, chemicals, devices and documents, whether in written,
typewritten, computerized or any other form, which are in David Schreiber's
possession or under his control, whether prepared by him or others, related to
the Company or relating to the business of the Company. At the conclusion of the
period described in paragraph (b) of Section 11 of this Agreement, or at any
earlier point in time when a request is made by the Company for same, David
Schreiber shall also return to the Company any Company car, keys, parking card,
credit card, business cards or other materials related to this employment with
the Company or the operation of the Company.
13. Proprietary Information
-----------------------
David Schreiber hereby agrees to all the terms and conditions of
the Agreement regarding confidential Company information attached hereto as
Exhibit D and incorporated herein and has executed a copy thereof concurrently
with this Agreement.
14 Non-Competition
---------------
David Schreiber agrees that, to the fullest extent permitted by
law, for the period of one (1) year after his Termination Date, David Schreiber
(a) will not solicit business on behalf of any entity in the clinical chemistry
business, which is performing or marketing anatomic pathology services other
than PAP tests ("Competing Entity"), (b) will not solicit business from
customers of the Company, (c) will not solicit the employ-ment or services of
any of the employees of the Company, and (d) will not, directly or indirectly,
participate in the ownership, management, operation or control of any Competing
Entity in the continental United States other than California, Washington and
Oregon, provided that nothing in this Paragraph shall prevent investment
ownership of less than 5% of the shares of a publicly traded Competing Entity.
15. Remedy for Breach
-----------------
David Schreiber acknowledges:
a) that he may be an officer of the Company and as such he
would be conversant with, and have access to, the
business affairs, records, trade secrets, customers and
customer lists, suppliers, supplier lists, patents,
technical know-how, chemicals, devices, sales or
distribution agents and representatives, sales or
distri-bution agents and representatives' lists, and
other confidential and proprietary information of the
Company; and
b) that his compliance with the covenants and agreements in
this Agreement is necessary to protect the goodwill and
other proprietary interests of the Company; and
c) that a breach of his covenants and agreements in this
Agreement will result in continuing and irreparable
damage to the Company for which there will be no adequate
remedy at law.
Both the parties recognize that the services to be rendered under
this Agreement by David Schreiber are special and unique and of an extraordinary
character, and that in the event there is a breach by David Schreiber of the
terms and conditions of this Agreement to be performed by him, then the Company
shall be entitled, if it so elects, to institute and prosecute proceedings in
any court of competent jurisdiction either in law or in equity, to obtain
damages for any breach of this Agreement, or to enforce the specific performance
thereof by David Schreiber, or to enjoin David Schreiber from performing
services for any Competing Entity. The parties further recognize and agree that
breach by David Schreiber of his obligations under Sections, 12, 13 or 14 of
this Agreement shall relieve the Company of its obligations under paragraph (b)
of Section 11 of this Agreement but that such relief shall not be an adequate
remedy at law.
16. David Schreiber's Representation
--------------------------------
David Schreiber warrants and represents that neither the execution
and delivery nor the performance of this Agreement by him will in any way
violate, or conflict with, any other agreement by which he may be bound or any
duty or obligation to which he may be subject and that he will take all steps
necessary to comply with the representation.
17. Assignments
-----------
The rights and obligations of David Schreiber under this Agreement
shall be assignable to and binding upon the successors and assigns of the
Company including any corporation organized by the Company to carry on the
business of the Company.
18. Entire Agreement
----------------
This instrument contains the entire Agreement of the parties. It
may not be changed orally, but only by agreement in writing signed by the party
against whom enforcement of any waiver, change, modification extension or
discharge is sought. This Agreement supersedes any verbal, written or other
agreement(s) or understanding(s) existing between David Schreiber and the
Company relating to his employment or the other matters covered herein.
19. Severability
------------
If any provision of this Agreement shall be held invalid, such
invalidity shall not affect any other provisions of this Agreement not held so
invalid, and only such provisions shall to the full extent consistent with the
law remain in full force and effect.
20. Applicable Law
--------------
This Agreement shall be governed by the laws of the State of
Connecticut.
IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement.
DIANON SYSTEMS, INC.
September 30, 1996 By: /s/ Kevin C. Johnson
- ----------------------- ----------------------
Date Kevin C. Johnson
10/1/96 By: /s/ David Schreiber
- ----------------------- ----------------------
Date David Schreiber
Exhibit A
---------
"STRIVE FOR EXCELLENCE"
MANAGEMENT INCENTIVE PLAN
PRINCIPLES:
- ----------
A. Provides financial incentive for achieving above average results,
specific objectives and performance.
B. Relates rewards to specific goals within each individual's area of
responsibility as well as "shared" goals.
C. Disproportional rewards superior vs. average performance by including
a "Jackpot" provision.
D. Emphasizes profitability as the primary company goal by creating a
bonus "pool" based on achieving operating income.
E. Maximizes full company motivation by including all management levels.
FORMULA:
- -------
I II III
Maximum Bonus Group Individual
Salary X As % of Salary X Goal X Goal = Incentive
Achvmt. % Achvmt. % Compensation
Unless the Jackpot is achieved, a manager cannot earn more than the "maximum
bonus" per cent of his/her salary. The fact that the group goal can go above
100% allows for some offset in the event a manager does not achieve each of
his/her individual goals.
Employees are eligible for MIP and other incentive compensation or bonuses only
if they are actively employed through and including the day payment is
distributed.
Management may alter, modify or cancel this program as deemed necessary.
Maximum Bonus as % of Salary
Grade Participation Timing Max. Bonus as % of Salary
- ----- -------------------- -------------------------
19 President From first work day 40
18 From first work day 35
17 Vice Presidents From first work day 30
16 Eligible after 90 days 25
15 Managers Eligible after 90 days 20
14 Eligible after 90 days 15
13 Eligible after 90 days 10
Exhibit B
---------
DIANON SYSTEMS, INC.
200 Watson Boulevard
Stratford, Connecticut 06497
SO Grant No.
STOCK OPTION GRANT
Optionee: David R. Schreiber Date of Grant: October 1, 1996
Termination Date: September 30, 2006 Total No. of Shares: 50,000
Exercise Price Per Share $6.625
We are pleased to inform you that the Compensation Committee of the Board of
Directors of DIANON Systems, Inc. (the "Company"), has today granted you an
option pursuant to the Company's 1991 Stock Incentive Plan (the "Plan") to
purchase an aggregate number of shares shown above of the Common Stock of the
Company on the following terms and conditions:
1. The purchase price per share of the shares of Common Stock subject
to this option is $6.625 per share.
2. This option shall expire at the close of business on September 30,
2006. Subject to acceleration in the event of a Change of Control (as defined in
the Plan), you must remain in the employ of the Company or a Related Company (as
defined in the Plan) for two years from the date hereof before you can exercise
any part of this option. Thereafter this option will become exercisable in
installments as follows:
Percentage of Shares Date of Earliest Exercise (Vesting)
-------------------- -----------------------------------
40% 10/1/98
20% 10/1/99
20% 10/1/00
20% 10/1/01
In the event of a Change of Control this option shall become fully
exercisable and vested.
3. This option is intended to qualify as an "Incentive Stock Option"
within the provisions of Section 422 of the Internal Revenue Code.
4. The option price shall be payable by you at the time this option is
exercised, (i) in cash or (ii) by delivering shares of Common Stock of the
Company which you have owned for at least six months prior to such exercise, or
a combination of cash and such shares, having an aggregate value equal to the
aggregate option price of the shares as to which this option is exercised
(basing the value of any such shares of Common Stock on the fair market value of
the Common Stock on the date of exercise). No shares of Common Stock shall be
issued pursuant to exercise of this option until full payment therefor has been
made.
5. This option may be exercised only by you and may not be
transferred except by will or the laws of descent and distribution. In the event
of your death, your legal representatives may exercise this option as to the
shares of Common Stock which were immediately purchasable by you at the date of
death, within ninety (90) days following the date of death (but in no event
later than September 30, 2006).
6. If your employment with the Company terminates after reaching your
normal retirement date under the Company's retirement plan or for any reason
beyond your control other than your death, your option privileges shall be
limited to the shares of Common Stock which were immediately purchasable by you
at the date of such termination and such option privileges shall expire unless
exercised within ninety (90 days) days after the date of such termination and
prior to the close of business on September 30, 2006. If your employment is
terminated for reasons within your control, including without limitation, cause
and voluntary resignation, all rights under this option shall expire on the date
of such termination.
7. Your option is granted in tandem with a Limited Stock Appreciation
Right ("LSAR") which may be exercised only within the 60-day period following a
Change of Control (as defined in the Plan). This means that with respect to each
share under option, you may exercise either the option or the Limited Stock
Appreciation Right, but not both. Upon exercise of the Limited Stock
Appreciation Right, you shall receive, for each share with respect to which the
Limited Stock Appreciation Right is exercised, an amount equal in value to (I)
the fair market value of a share of Common Stock on the date of exercise over
(ii) the exercise price of the related option. The Limited Stock Appreciation
Right shall be payable solely in cash. Such amount shall be paid within 30 days
of the exercise of the Limited Stock Appreciation Right.
8. The Company has the right to delay the exercise of your option if
listing registration or qualification of the Common Stock is required under any
federal or state securities law or stock exchange or similar rule and has not
been obtained.
9. Nothing herein shall restrict the right of the Company or any
Related Company to terminate your employment at any time, with or without cause,
or to withhold required amounts upon the exercise of your option or LSAR. The
Company shall have the right to require you to pay, or make other arrangements
satisfactory to the Committee to satisfy, all tax withholding obligations in
connection with the exercise of your option or LSAR.
10. This option is subject to all of the other terms, provisions and
conditions of the Plan, a copy of which has been furnished to you and other
copies of which may be obtained by you from the Company.
Very truly yours,
DIANON Systems, Inc.
By:
------------------------------
Kevin C. Johnson
President
Date:
----------------------
- ---------------------------
(Signature)
- ---------------------------
(Address)
- ---------------------------
Exhibit C
---------
RELOCATION AND MOVING EXPENSES
I. OBJECTIVE
---------
To define the conditions under, and the extent to which, the Company will
pay for and reimburse expenses associated with the relocation of newly
hired and transferred employees.
II. POLICY
------
A. The decision to relocate a newly hired or transferred employee
requires the approval of the department Director/Vice President and
the Company's President.
B. To facilitate the recruitment and reassignment of employees, the
Company may provide payment of certain relocation expenses consistent
with the following criteria only if Section II A has been fulfilled.
1. The costs associated with relocations under the policy require
careful consideration of the cost/benefit issues by management
before such a relocation is initiated.
2. Provisions of this policy do not apply if the employee or new
hire relocates less than 50 miles from his/her prior primary
residence. Furthermore, expenses associated with only the
employee's or new hire's primary residence will be considered as
eligible for coverage.
3. The coverages provided to transferred employees are more
comprehensive than those normally provided to new hires.
Extension of any transferee coverages to new hires requires
approval by the President or Chief Executive Officer.
4. Relocation benefits for employees transferred for specified time
periods with planned ending dates are not included under this
policy.
5. Exceptions to this policy must be approved by the President or
Chief Executive Officer.
6. This company will establish an expense limit on the individuals
total relocation costs.
This value will be approved in writing by the President.
III. PRACTICES
---------
Generally speaking, relocation expenses will be capped. The cap will be
directly related to the position being filled and established in
conjunction with II. A. (above) prior to extending a relocation offer.
The maximum allowance values are for company budgeting purposes of these
specific items, and do not reflect nor are they intended to suggest that
the employee is authorized to commit or incur these expenses without
satisfying Part Ia (above) for each part III section.
The following items will be paid for or reimbursed as described herein.
Coverages are summarized in Exhibit "A" to this policy and are contingent
on Section II A.
A. "House-Hunting" Trips -
----------------------
The Company will reimburse the employee the expenses incurred for up to
two,three-day trips to search for and select a new residence. Included as
reimbursable expenses are travel, hotel, babysitter, and meal expenses
for the employee and spouse.
B. Physical Move -
-------------
The Company will pay the cost of moving furniture and household goods to
the new location, including insurance, packing, unpacking, and
installation of major household appliances. The carrier must be approved
by the Company.
Items paid for and not paid for under this policy are as follows:
Covered Not Covered
------- -----------
One Automobile (Second car Boats
may be moved by the employee Lumber
at the reimbursable rate in Trailers
effect for employee's use of Cleaning Services at either location
his/her own automobile (see Workshops outside the residence
Policy D.3.) Pets not normally
Furnishings and Clothing kept Household Pets e.g., horses
in the house
C. Temporary Storage - (approval in advance)
-----------------
In cases where moves from old to new residence cannot be reasonably
coordinated to occur directly, arrangements can be made for temporary
storage of household goods for a period of no more than 60 days.
D. Movement/Relocation of Family
-----------------------------
1. Transportation - (if applicable) of the employee and his/her family
to the new residence should be by the most reasonable and direct means
available such as family automobile or economy-class scheduled
airliner. Meals in route are also expected to be reasonable in cost.
2. Temporary Living - If the new residence is not ready to receive the
family, the Company will reimburse temporary living expenses,
including medium priced hotel and meals, for a period of up to 14
days.
E. Temporary living - Employee Only at New Location -
------------------------------------------------
When the employee takes up an assignment at the new location prior to the
arrival of his/her family and/or before his/her new permanent residence
is ready for occupancy, the Company will reimburse the employee for
approved living accommodations for a period of up to 90 days, including
lodging, breakfast and evening meals.
During such time period, the Company will pay for periodic trips home by
the employee, the frequency depending on the travel costs involved.
F. Duplicate Housing Expense -
-------------------------
If the employee occupies his/her new residence prior to the sale of
his/her prior residence, the Company will reimburse the monthly carrying
charge on such prior residence to the following extent:
1. Monthly reimbursable duplicate expenses including interest charges,
insurance, property taxes and reasonable maintenance costs for
utilities, grass cutting, etc.
2. The maximum period for such reimbursement is limited to 90 days.
G. Closing Costs -
-------------
1. Prior Residence (Grade 15 & Above)
---------------
The Company will pay for closing costs on the disposition of the prior
residence consistent with practices in the geographic area regarding
the type and amount of such expenses normally assigned to the seller.
Such closing costs can include, but are not limited to:
a. Lawyer's Fees (up to a maximum of 1% of the old mortgage)
b. Realtor's Fees
c. Termite Inspection
d. Points----(up to a maximum of 2)----Assigned to Seller
e. Mortgage Prepayment Penalty, Specified in the Mortgage
f. Title search
g. Recording Fees
Guaranteed home sales plan. Employees may elect to sell their homes using a
"guaranteed sale plan". Through this plan, a relocation management firm retained
by the company will provide employees important assistance in connection with
their home sales. All fees charged by the relocation firm for its services will
be assumed by the company subject to the relocation cap.
The relocation management firm will make a purchase offer valid for 60 days.
This offer is based on the appraised fair market value (FMV) of the employees
home. The FMV of the property will be based on the average of the appraisals
performed by the relocation firm. If required, the employee can request another
appraisal firm, agreeable to both the company and the employee. The company will
assume the cost of the appraisals.
During the 60 day period, if the employee is able to sell his or her house at a
higher price than appraised, he or she may assign the sale to the relocation
management firm and receive equity based on the higher price. If the employee
sells the home to the relocation firm, he or she will receive equity based on
the offer price (determined by the appraisals previously discussed).
If the employee assigns an offer to the relocation management firm, as soon as
any contingencies contained in the assigned sale contract are removed, the
employee will receive full equity based on the amended or higher sale price. The
firm will then assume all the responsibilities of the employee-homeowner,
including sale closing. If the sale subsequently falls through, the employee
retains full equity - and the property remains in the relocation firm's
inventory for resale.
If the property is purchased with an assumable mortgage, the relocation firm
will indemnify and hold harmless the employee from any claim or loss due to a
valid deficiency judgment against the employee that may arise out of the
continuing liability under such mortgage. The indemnification remains in effect
for the life of the loan, notwithstanding subsequent resales by property owners.
By selling or assigning a sale to the relocation firm, the employee receives
equity when he or she needs it (to apply to a new home purchase in the new
location) and avoids paying additional income taxes on reimbursed expenses.
2. New Residence -
-------------
The Company will also directly reimburse the employee for closing
costs normally borne by the purchaser when purchasing his/her new
primary residence. Such closing costs can include, but are not limited
to:
a. Title Search
b. Lawyer's Fees (up to a maximum of 1% of the new mortgage)
c. Points (up to a maximum of 2)
d. Inspections
e. Appraisals
f. Application Fee
g. Recording fee
h. State and local transfer taxes
H. Termination of Lease at Prior Residence -
---------------------------------------
If the employee resided in a leased or rented property prior to the
transfer and must terminate or "break" the lease, the Company expects the
employee to negotiate a reasonable arrangement with the landlord
acceptable to the Company, at which point the Company will agree to pay
the cost of any lease termination/breaking.
I. Gross-up Payment for Tax Purposes -
---------------------------------
Under Federal and State tax laws in existence at the time, certain
reimbursements and payments made to the employee or on his behalf under
this policy may be considered taxable income.
Deductible and non-deductible moving expense reimbursements will be
included in an employee's taxable income under the category of "other
earnings". Deductible expenses must be deducted from an employee's income
when filing a federal tax return. Non-deductible expenses will be taxed
as normal income. Since expenses vary from employee to employee, these
payments will be handled on an individual basis.
J. General Rule - Relocation costs are generally capped by the Company.
Cumulative expenses shall not exceed this cap, regardless of the
individuals requirements and costs that may be associated with any
specific expense item.
Exhibit A
-- Maximum Allowance --
SUMMARY of COVERAGES TRANSFEREES NEW HIRES
-------------------- ----------- ---------
House-Hunting Trips $500 Expenses $500 Expenses
- Up to Two Trips $1,500 Air Fare $1,500 Air Fare
(three days each)
Move Household Goods $1,500 in State $0 In State
- (See Limits in Policy) $6,000 out of State $6,000 Out of State
Temporary Storage $500 (a)
Up to 60 Days $2,500 (b) $2,500 (b)
(Need approval in advance)
Transportation of Employee & $250 Expenses $250 Expenses
Family (See Limits in Policy) $1,500 Air Fare $1,500 Air Fare
Temporary Living $1,500 $1,500 (b)
- Up to 14 Days
Temporary Living
(Employee Only) $6,800 $6,800
- Up to 90 Days
Duplicate Housing $3,500 (a)
- Up to 90 Days $7,500 (b) $7,500 (b)
Closing Costs-Prior Residence $15,000 (a)
- (See Limits in Policy) $20,000 (b) $20,000 (b)
Closing Costs-New Residence $10,000 (a) $10,000 (a)
- (See Limits in Policy) $15,000 (b) $15,000 (b)
Terminating Lease $2,000 $2,000 (b)
- (See Limits in Policy)
Gross-Up Payments-Estimated $15,000 (a) $15,000 (a)
- (See Limits in Policy) $25,000 (b) $25,000 (b)
(a) Up to Grade 15 (b) Grade 15 & above
Probable Costs:
Up to Grade 15: $58,000 $45,000
Grade 15 and Above: $80,000 $80,000
III. PRACTICES
---------
Generally speaking, relocation expenses will be capped. The cap will be
directly related to the position being filled and established in
conjunction with II. A. (above) prior to extending a relocation offer.
The maximum allowance values are for company budgeting purposes of these
specific items, and do not reflect nor are they intended to suggest that
the employee is authorized to commit or incur these expenses without
satisfying Part Ia (above) for each part III section.
The following items will be paid for or reimbursed as described herein.
Coverages are summarized in Exhibit "A" to this policy and are contingent
on Section II A.
SUMMARY of COVERAGES TRANSFEREES NEW HIRES
House-Hunting Trips
- Up to Two Trips X X
(three days each)
Move Household Goods
- (See Limits in Policy) X X
Temporary Storage
- Up to 60 Days X Grade 15 & Above
Transportation of Employee & Family
- (See Limits in Policy) X X
Temporary Living
- Up to 14 Days X X
Temporary Living (Employee Only)
- Up to 90 Days X X
Duplicate Housing
- Up to 90 Days X Grade 15 & Above
Closing Costs - Prior Residence
- (See Limits in Policy) X Grade 15 & Above
Closing Costs - New Residence
- (See Limits in Policy) X X
Terminating Lease
- (See Limits in Policy) X Grade 15 & Above
Gross-Up Payments
- (See Limits in Policy) X X
Exhibit D
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AGREEMENT
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THIS AGREEMENT, made this October 1, 1996 by and between DIANON
SYSTEMS, INC., its affiliates, subsidiaries, successors and assigns
(collectively called hereinafter "DIANON") and David Schreiber, an individual
residing at 1780 Nicholson Drive, Hoffman Estates, Illinois 60192 (hereinafter
called "Employee").
In consideration of the commencement of Employee's employment with
DIANON, the payment of compensation and benefits for such employment, and access
to sensitive information, Employee and DIANON acknowledge, represent and agree
to the terms and conditions set forth in this Agreement.
1. Employee's employment with DIANON creates a relationship of trust
and confidence between the parties. Employee agrees that, during and after
his/her employment with DIANON, Employee will not use or disclose, or allow
anyone else to use or disclose, any confidential information relating to the
products, sales and/or business affairs of DIANON or of any customer or supplier
of DIANON, or any information created, discovered, or developed by or for
DIANON, or acquired by DIANON, that has commercial value in DIANON's present or
future business ("Confidential Information"), except as may be necessary in the
performance of Employee's employment with DIANON or as may be authorized in
advance by appropriate officials of DIANON. By way of illustration, but not
limitation, Confidential Information includes processes, formulas, data,
know-how, inventions, improvements, techniques, marketing plans, product plan,
strategies, forecasts, customer lists and any other information Employee has
reason to know DIANON would like to treat as confidential for any purpose.
Employee agrees to keep Confidential Information secret whether or not any
document containing such information is marked confidential.
2. All rights, title and interest in all records, documents, or files
concerning the business of DIANON, including, but not limited to biomaterials,
processes, letters, trade secrets, laboratory notebooks or other written or
electronically recorded material, whether or not produced by the Employee, shall
be and remain the property of DIANON. Upon termination of employment, the
Employee shall not have the right to remove any such records from the offices of
DIANON. In addition, Employee agrees to promptly return to DIANON all things of
whatsoever nature that belong to DIANON, and all records (in whatsoever form,
format or medium) contained or related to Confidential Information of DIANON.
3. Employee agrees to assign, and does hereby assign to DIANON, all of
his/her right, title and interest in and to all inventions, improvements,
discoveries or technical developments, whether or not patentable, which he/she
solely or jointly with others, may conceive or reduce to practice during the
term of his/her employment (a) which are related in whole or in part, directly
or indirectly, to DIANON's product line, research and development, or field of
technological or industrial specialization, or (b) in the course of utilization
by DIANON of Employee's services in a technical or professional capacity in the
areas of research, development, marketing, management, engineering or
manufacturing, or (c) pursuant to any project of which Employee is or was a
participant or member that is or was either financed or directed by DIANON, or
(d) at DIANON's expense, in whole or in part.
4. Employee agrees to disclose promptly to DIANON's President or his
designee, all ideas, discoveries, and improvements conceived by Employee alone
or in collaboration with others, and to cooperate fully with DIANON, both during
and after employment, with respect to the procurement of patents for the
establishment and maintenance of DIANON's or its designee's rights and interests
in said invention, improvement, discoveries or developments, and to sign all
papers which DIANON may deem necessary or desirable for the purpose of vesting
DIANON or its designees with such rights, the expenses thereof to be paid by
DIANON.
5. The Employee shall, while employed by DIANON, devote his/her best
efforts and his/her full time to the business of DIANON.
6. In the event of a breach or threatened breach of the provisions in
this Agreement, DIANON shall be entitled to an injunction restraining such
breach, it being recognized that any injury arising from a breach would be
irreparable and could have no adequate remedy at law; but nothing herein shall
be construed as prohibiting DIANON from pursuing any other remedy available for
such breach or threatened breach. In the event that Employee breaches or
threatens a breach of this Agreement, DIANON shall be entitled to have its
reasonable legal fees and costs paid by the Employee for any legal services
relating to the breach or threatened breach.
7. This Agreement is not intended, and should not be construed in any
way, as a contract of employment for a definite period of time or to limit or
restrain DIANON's or the Employee's right to terminate the employment
relationship at any time.
8. In the event any provision or paragraph of this Agreement is
declared to be invalid or unenfoceable, then the balance of this Agreement shall
remain in full force and effect.
9. This Agreement shall be construed and enforced in accordance with
the laws of the State of Connecticut.
10. The foregoing contains the entire Agreement between the parties
pertaining to confidential DIANON documents and information. No modification
thereof shall be binding upon the parties unless the same is in a writing signed
by the respective parties. This Agreement and all of the terms and conditions
contained herein shall remain in full force during the period of employment
notwithstanding any changes in compensation.
11. Employee represents and warrants that he/she has no other
agreements or commitments that would hinder or prevent performance of his/her
job responsibilities with DIANON. Unless authorized to do so, Employee agrees
not to disclose to DIANON or use in his/her employment with DIANON any invention
or confidential information belonging to any former employer or to any other
person other than DIANON.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date set forth below.
Employee: DIANON SYSTEMS, INC.
/s/ David Schreiber By: /s/ Kevin C. Johnson
- ------------------- ------------------------
David Schreiber Kevin C. Johnson
Dated: 10/1/96 Dated: September 30, 1996
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