EXHIBIT 10.41
April 24, 1997
Mr. Joseph P. O'Dowd
78 E. 10/th/ Street #3207
St. Paul, Minnesota 55101
Dear Joseph:
It is our pleasure to offer you employment with EMBREX as a Director of
Latin America and International Operations tentatively effective on June 2,
1997, contingent upon your submitting to and obtaining a negative result from a
chemical screening for drugs and alcohol. Please call Cathy Brown in Human
Resources to schedule the time and location of the drug testing. Your starting
compensation will be at the rate of $10,000 per month. You will be eligible for
up to 10% of your annual salary, as a bonus, based on individual performance and
overall company goals.
Upon commencing employment at EMBREX, you will entitled to receive an
Incentive Stock Option for 16,000 (Sixteen Thousand) shares of EMBREX Common
Stock at an option price per share at fair market value on date of grant. These
options will vest equally over four years from the date of grant. This stock
option is subject to the approval and grant by the Compensation Committee of the
EMBREX Board of Directors at their next scheduled meeting.
Regular, full-time employees of EMBREX are entitled to participate in all
company-sponsored benefit plans. Each plan has terms and conditions regarding
enrollment, which you must discuss with our Human Resources office on your first
day of employment. A booklet describing our current employee benefits and plan
highlights is enclosed for your information. Please review the medical, dental,
LTD and supplemental life plans and make your decision about which plans you
would desire to participate in. Please note in the benefits booklet, pg. 44, the
"pre-existing condition limitations"; If you have a pre-existing condition, we
recommend that you COBRA out on your current plan for six (6) months. Also
enclosed is an information package about our 401(k) retirement savings plan. You
are eligible to enroll on your first day of employment and will need to make
several decisions about your employee and employer investment options, even if
you elect not to participate. Please review the information, complete the
enrollment form and beneficiary designation (even if you elect not to
contribute) and bring to your orientation.
Your orientation date is scheduled June 2, 1997 at 9:00 a.m. For your
orientation, you will need your authorization to work in the U.S. (driver's
license and social security card or passport), the full names, birth dates, and
social security numbers of any dependents, and a clean copy of your current
resume. You should also bring a copy of your current optical prescription (if
any), if you want prescription safety glasses.
As a relocating employee, you will be entitled to reimbursement for actual
and reasonable expenses including:
. relocation of household effects to the Raleigh area with United Van
Lines.
. reimbursement for costs of sale of old home or termination of lease;
. reimbursement for costs of the purchase of a new home (exclusive of
mortgage points, association dues, prepaid items and lender "junk"
fees);
. reimbursement for temporary living expenses (not to exceed 30 days); o
reimbursement for one house hunting trip (not to exceed 7 days), and o
gross-ups of federal and state taxes.
You will also be entitled to a $2,000.00 incidental allowance, which is
fully taxable to you. You may submit a check request at any time during the
relocation process to receive this payment.
Enclosed is a standard employment agreement, which describes an employee's
relationship with the Company. Item 4.3, which I want to emphasize, regards the
matter of compensation. We regard compensation (in all its forms) as a very
personal matter between employees and the Company. It should not be discussed
with other employees.
This letter and its enclosures constitute our initial employment offer and
is subject to Board Approval. After you have read them, you should obtain
answers to any remaining questions you may have. Please sign both copies of this
letter, retain one for your personal files and return one to the Company for our
records.
Sincerely yours,
/s/ Randall L. Marcuson
-----------------------
Randall L. Marcuson
President and CEO
Agreed and accepted: /s/ Joseph P. O'Dowd Date 5/23/1997
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GENERAL PROVISIONS TO
EMPLOYMENT AGREEMENT BETWEEN
EMBREX, INC. AND
Joseph O'Dowd
PERSONAL AND CONFIDENTIAL
1. EMPLOYMENT
EMBREX hereby employs Employee and Employee accepts such employment and
agrees to perform for EMBREX the duties described herein, faithfully and to the
best of his/her ability.
2. TERM OF EMPLOYMENT
Employee's employment hereunder shall commence on the effective date of
((EffectiveDate)) and shall continue at the pleasure of the Company. A
probationary period of 90 days shall be observed, so long as Employee is
performing at a satisfactory level. At the conclusion of probationary period,
Employee shall be given a performance evaluation.
3. DUTIES
Employee agrees to devote full time and attention to the business and
affairs of EMBREX, to use his/her best efforts to promote the interests of
EMBREX, to hold such offices in EMBREX to which elected or appointed, and to
perform such tasks, commensurate with the position, as are assigned by manager
or other designated individuals.
4. COMPENSATION
4.1 EMBREX will pay Employee, for services rendered hereunder, a salary
separately agreed to as noted in the cover letter, payable in equal monthly
installments. The Company will review this base salary on an annual basis and
will determine in its sole discretion whether to provide a merit increase to the
base salary.
4.2 The parties hereto agree that Employee shall be entitled to participate
in all retirement, profit-sharing, compensation, insurance or other benefit
plans generally available to EMBREX employees which are presently in effect or
which may be established during the term hereof.
4.3 The terms and conditions of employment (salary, equity and/or other
forms of compensation) are strictly a personal matter between Employee and the
Company and will be shared only with Employee's supervisors having salary
administration responsibility.
5. EXPENSES
Upon commencement of employment, Employee will be reimbursed by EMBREX for
all approved expenses which are reasonably incurred thereafter during the
performance of duties in furtherance of or in connection with the business of
EMBREX or its subsidiaries.
6. FAMILY AND MEDICAL LEAVE
Employee shall be entitled to the benefits provided by the Family and
Medical Leave Act of 1993, as amended (the "Act"), upon completing one year of
service as a regular, full-time employee. During any period in which Employee
does not qualify as an eligible employee or Employee exceeds the period of leave
authorized in the Act, EMBREX may, if it so elects, declare the Employee's
employment terminated on thirty (30) days notice given in accordance with the
provisions hereof.
7. EMPLOYEE NOT TO WORK FOR OTHERS
7.1 During the term of this Agreement, Employee agrees not to work for any
other business firm, whether competitive with EMBREX or not, without written
consent of ranking Administrative officer.
7.2 Upon termination of Employee's employment, until the second anniversary
of the date of such termination, Employee agrees that, regardless of the date or
cause of termination of employment or whether the termination shall be with or
without cause, (s)he will not, directly or indirectly, either as principal,
agent, officer, director, employee, or in any similar capacity, engage in or
perform consulting or any other services for, or have a financial interest in,
or own of record or beneficially five percent (5%) or more of any class of
equity security (or any class of securities convertible to an equity security),
in an entity which competes with any actual or planned product or service of
Embrex or is engaged in a research and/or development program intended to result
in a product or service competitive with an actual or planned product or service
of EMBREX.
8. TECHNIQUES, DISCOVERIES, INVENTIONS
8.1 Employee agrees that any and all sales of manufacturing techniques,
inventions, discoveries or improvements in the products or processes or the
merchandising thereof, of EMBREX, which Employee may create, devise, make,
discover, introduce, or invent while employed by EMBREX shall belong to and be
the sole property of EMBREX. Employee agrees promptly and fully to disclose the
same to EMBREX.
8.2 It is recognized between EMBREX and Employee that EMBREX has acquired
and developed, and will continue to develop formulae, techniques, plans,
processes, procedures, devices and materials, and lists of customers and their
particular requirements which may pertain to many and varied products and
equipment, which are secret and confidential in character and are, and will
continue to be, of great and unique value to it, which are now and will continue
to be, used in its business (hereinafter referred to as "secret information").
Much of such secret information existing on the date hereof is known to
Employee, by reason of his/her position, and future secret information on EMBREX
will be disclosed to Employee, as required for proper performance of duties
hereunder and other duties as (s)he may have to EMBREX.
8.3 Employee agrees that all such secret information heretofore or
hereafter received will be kept and maintained as confidential and in complete
secrecy, and Employee shall not disclose at any time, either orally or in
writing, or otherwise, in any manner, directly or indirectly, any knowledge or
information Employee has acquired or any trade secret relating to EMBREX or its
subsidiaries, with the exception of disclosure of such information: (i) to
employees of EMBREX who have a need to know it to properly carry out their
duties on behalf of EMBREX and (ii) in the ordinary course of EMBREX business to
customers, suppliers, subcontractors and parties similarly situated.
8.4 Employee agrees that, while an employee of EMBREX and for two years
thereafter, at least fifteen days before release of publication of any
scientific paper or contributions to periodicals dealing with or making
reference to a subject of interest to EMBREX, Employee will make available to
EMBREX a copy of what is to be published.
9. DELIVERY OF DATA
Employee agrees to deliver to EMBREX promptly at the termination of
employment or at any other time EMBREX may request, all memoranda, notes,
records, sketches, plans, or other documents which are in Employee's possession
or under his/her control concerning costs, uses, application or purchases of
products made for or by EMBREX (or any subsidiary, affiliate, or licensee of
EMBREX) or any product, process, formula, or manufacturing method used,
developed, produced, or investigated by EMBREX (or any subsidiary, affiliate or
licensee of EMBREX), during his/her employment hereunder.
10. INJUNCTIVE RELIEF
Employee agrees that the remedy at law for any breach of the provisions of
paragraphs 7, 8, and/or 8 of this Agreement will be inadequate and that EMBREX
shall be entitled to injunctive relief in addition to any other remedy it might
have as so ordered by a Court.
11. SEVERABILITY
The provisions of paragraphs 7, 8, 9 and 10 are severable, and in the event
any portion or portions thereof are held to be invalid, such invalidity shall
not affect the validity of the remaining portion or portions.
12. SEVERANCE
If Employer terminates Employee's employment under this Agreement without
cause, then Employee shall be entitled to receive from Employer an amount equal
to six months of Employee's then current salary, payable in six equal monthly
installments, without interest, commencing one month after termination.
13. NOTICES
All notices, requests, demands, and other communication hereunder shall be
in writing and shall be deemed to have been duly given if mailed by certified or
registered mail, return receipt requested, to the respective parties at their
addresses appearing above or their last known addresses.
14. ASSIGNMENT
The Agreement shall not be assignable by either party except pursuant to a
merger, consolidation or other reorganization of EMBREX.
15. SUCCESSORS IN INTEREST
This Agreement shall be binding on the parties hereto, their heirs,
executors, administrators, successors (whether by merger, consolidation, or
otherwise), and assigns. The parties hereby agree for themselves, their heirs,
executors, administrators, successors, and assigns, to execute any instruments
and to perform any acts which may be necessary or proper to carry out the
purposes of the Agreement, but the failure to execute such instruments will not
affect the rights of any party hereto or the obligations of any estate, as
provided in this Agreement.
16. LAW OF THE AGREEMENT
This Agreement shall be subject to and governed by the laws of the State of
North Carolina. The provisions of this Agreement are severable, and in the event
any portion or portions hereof are held to be invalid, such invalidity shall not
affect the validity of the remaining portion or portions. If any court or other
competent authority shall hold a portion of this Agreement invalid, unless
modified in a manner described by the court or competent authority, that portion
shall be deemed modified accordingly.