Exhibit 10.35
THIS AGREEMENT, effective this 3rd day of December, 1996, by and
between DIANON SYSTEMS, INC. (the "COMPANY") and KEVIN JOHNSON (the
"EXECUTIVE").
WITNESSETH THAT:
WHEREAS, the EXECUTIVE is employed by the COMPANY as President and is
an integral part of its management team and a key participant in the decision
making process relative to short-term and long-term planning and policy for the
COMPANY.
WHEREAS, as an inducement to commence his employment with the COMPANY,
the EXECUTIVE requested the COMPANY to make a personal loan to him;
WHEREAS, the COMPANY wishes to encourage the EXECUTIVE to begin and
continue in his employment with the COMPANY and the EXECUTIVE wishes to remain
an employee of the COMPANY; and
NOW, THEREFORE, it is hereby agreed by and between the parties hereto
as follows:
1. Term of Loan Agreement
This Agreement shall be effective as of the date above written and
shall continue thereafter until the first to occur of (i) the EXECUTIVE's
termination of employment with the COMPANY, or (ii) December 31, 2002.
2. Loan Agreement
(a) The COMPANY will advance to EXECUTIVE one hundred fifty thousand
dollars ($150,000) on December 3, 1996
(b) EXECUTIVE will pay interest on the loan annually at the rate of
6.6% per annum or the Internal Revenue Service standard, whichever is less, and
the COMPANY will pay EXECUTIVE, in addition to salary, amounts equal to the
interest paid by EXECUTIVE during his employment with the COMPANY.
(c) EXECUTIVE may repay all or any portion of the advance at any time.
If at any time during this Agreement the EXECUTIVE's employment with the COMPANY
is terminated, any unrepaid portions of the advance will become immediately
repayable on the date the EXECUTIVE's employment is terminated, unless
termination is by the COMPANY without stated cause as described in Paragraph 10
of the Employment Agreement entered by the parties on May 3, 1996, in which
case, unrepaid portions of the advance will become payable one year after the
termination date. At the end of each full month in the period commencing in
January, 1996 and ending December, 2002 in which EXECUTIVE's employment with the
COMPANY continues without notice of intent to terminate having been given by
EXECUTIVE or the COMPANY, the COMPANY shall forgive $2,500 of the advance.
3. Income Tax Withholding and Reporting
The COMPANY shall withhold all Federal, State or other taxes as may be
required pursuant to any law or governmental regulation or ruling. The COMPANY
shall report as income to EXECUTIVE all imputed income amounts as may be
required pursuant to any Federal, State or other law or governmental regulation
or ruling.
4. Wage Deduction Authorization
EXECUTIVE agrees to execute any authorization necessary for the COMPANY
to achieve repayment through payroll deduction.
5. No Right to Continue Employment; Employment at Will
Nothing contained in the Agreement will confer upon the EXECUTIVE any
right to continued employment with the COMPANY, nor shall limit the COMPANY's
right to terminate the EXECUTIVE's employment at will.
6. Entire Understanding
This Agreement contains the entire understanding between the COMPANY
and the EXECUTIVE with respect to the loan described herein and supersedes any
prior agreement between the COMPANY and the EXECUTIVE.
7. Severability
If for any reason, any one or more of the provisions or part of a
provision contained in this Agreement shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or enforceability
shall not affect any other provision or part of a provision of this Agreement
not held so invalid, illegal or unenforceable, and each other provision or part
of a provision shall to the full extent consistent with law continue in full
force and effect.
8. Binding Agreement
This Agreement shall be binding upon, and shall inure to the benefit
of, the EXECUTIVE and the COMPANY and their respective permitted successors and
assigns.
9. Modification
This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
10. Headings of No Effect
The paragraph headings contained in this Agreement are included solely
for convenience of reference and shall not in any way affect the meaning or
interpolation of any provisions of this Agreement.
11. Governing Law
This Agreement and its validity, interpretation, performance, and
enforcement shall be governed by the laws of the State of Connecticut without
giving effect to the choice of law provisions in effect in such State.
IN WITNESS WHEREOF, the COMPANY has caused this Agreement to be
executed by its officer thereunto duly authorized, and the EXECUTIVE has signed
this Agreement, all effective as of the date first above written.
DIANON SYSTEMS, INC.
By: /s/Richard A. Sandberg
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Chairman
KEVIN JOHNSON
/s/Kevin Johnson
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