Exhibit 10.39
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AMENDMENT TO AGREEMENT
Amendment dated as of April 30, 1997 to the Agreement made effective
February 27, 1997 (the "Employment Agreement") between DIANON Systems, Inc., a
Connecticut Corporation (the "Company"), and Richard A. Sandberg, residing at
233 Brushy Ridge, New Canaan, Connecticut ("Richard A. Sandberg").
WHEREAS, the Company and Richard A. Sandberg desire to amend the Employment
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Amendment, the Company and Richard A. Sandberg hereby agree as follows:
1. Section 2 of the Employment Agreement is hereby amended by deleting the
third sentence thereof so that as so amended Section 2 shall read in its
entirety as follows:
"2. STOCK OPTIONS
All options to buy Company stock held by Richard A. Sandberg as
of February 22, 1997, ("Options") to the extent not previously vested will
vest in full effective February 27, 1997, provided that Richard A. Sandberg
does not revoke this Agreement pursuant to Section 24 of this Agreement. A
revocation by Richard A. Sandberg of this Agreement pursuant to Section 24
of this Agreement shall not affect (i) any Option (or portion thereof) that
was not vested pursuant to this Section 2 and (ii) any Option that was
exercised or sold by Richard A. Sandberg prior to the date of such
revocation. The options will otherwise be exercisable according to the
terms of their initial grant(s)."
2. The Employment Agreement is hereby amended by adding a new Section 27
entitled "Secured Loan" which shall read in its entirety as follows:
"27. SECURED LOAN
Immediately upon execution hereof, the Company shall loan to
Richard A. Sandberg Three Hundred Thousand Dollars ($300,000.00) ("the
Loan") and in exchange therefore Richard A. Sandberg shall execute and
deliver to the Company the Secured Promissory Note attached hereto as
Exhibit A and the Security Agreement attached hereto as Exhibit B. As set
forth in the Secured Promissory Note, the Loan shall be repayable in full
in two years and shall bear interest at the rate of 9.5% per annum, payable
annually, and shall be secured by the Options, the shares of stock of the
Company issuable upon exercise of the Options and 30,000 shares of stock of
Milkhaus Laboratory, Inc. ("Milkhaus") owned by Richard A. Sandberg. As set
forth in the Security Agreement, Richard A. Sandberg shall have the right
to exercise the Options and to sell from time to time any or all of the
shares of the Company or Milkhaus held as collateral under the Security
Agreement provided that 60% of the gain realized by Richard A. Sandberg
from any such sale is paid to the Company in satisfaction of Richard A.
Sandberg's obligations under the Secured Promissory Note."
3. Except as amended hereby, the Employment Agreement shall continue in
full force and effect in accordance with its terms.
DIANON SYSTEMS, INC.
By /S/ KEVIN JOHNSON
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Kevin Johnson
/S/ RICHARD A. SANDBERG
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Richard A. Sandberg