EXHIBIT 10.36
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of September 7, 1996 by and between GENE LOGIC INC., a Delaware corporation
(the "Company") and ERIC M. EASTMAN, a Texas resident ("Eastman").
RECITALS:
The Company desires to secure the services of Eastman and Eastman
desires to perform such services for the Company on the terms and conditions
as set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual
promises and conditions contained in this Agreement, the parties hereto
hereby agree as follows:
1. EMPLOYMENT AND DUTIES. Subject to the terms and conditions of this
Agreement, the Company shall employ Eastman as Vice President, Scientific
Operations and Eastman hereby accepts such employment and such position.
Eastman shall devote his full time, ability, attention, knowledge and skill
to performing all duties as Vice President, Scientific Operations as lawfully
assigned or delegated to him by the Chief Executive Officer of the Company.
2. BASE SALARY. In consideration for Eastman's services to the
Company during the term of his employment under this Agreement, Eastman shall
receive an annual base salary of $140,000 during 1996, $160,000 during 1997,
and thereafter in such amounts as may be mutually agreed by the Company and
Eastman. Base salary shall be paid in equal, bi-weekly installments from
which the Company shall withhold and deduct all applicable federal and state
income, social security, disability and other taxes as required by applicable
laws.
3. INCENTIVE STOCK. In addition to the salary specified above, the
Company shall provide Eastman with stock incentives as follows:
3.1 INCENTIVE STOCK OPTIONS. Upon commencement of the term of
employment engaged by this Agreement, the Company shall grant to Eastman
incentive stock options to purchase 75,000 shares of the Company's common
stock at a price of $0.15 per share. While this Agreement remains in force,
such options shall become exercisable according to the following schedule:
twenty-five percent (25%) upon the date of commencement and thereafter at a
rate of 1/36th each month for 36 months beginning upon the first anniversary
of such date. Any unexercisable options held by Eastman pursuant to this
Subsection 3.1 shall automatically become exercisable upon the date upon
which a registration statement for the sale of securities of the Company to
the public becomes effective, or upon any merger of the Company or sale of
the Company or all or substantially all of its assets.
3.2 EFFECT OF TERMINATION BY EASTMAN. In the event Eastman
terminates this Agreement prior to its first anniversary, all vested stock
shall become unvested and the Company shall have the right to repurchase any
shares of the Company's stock acquired by Eastman under Subsection 3.1 above,
such repurchase to occur at a purchase price equal to Eastman's original
purchase price for such shares.
1.
4. ADDITIONAL COMPENSATION AND BENEFITS.
4.1 SIGNING BONUS. Upon the execution of this Agreement, the
Company shall pay to Eastman a cash signing bonus in the amount of $20,000.
4.2 ANNUAL PERFORMANCE BONUS. During each calendar year while
this Agreement remains in force, commencing with 1996, Eastman shall receive,
in addition to the base salary specified in Section 2 above, a performance
bonus based upon achievement of goals mutually agreed by Eastman and the
Chief Executive Officer of the Company. The amount of such bonus for 1996
shall be $20,000 in cash; thereafter any annual bonus shall be in such amount
as may be mutually agreed by the Company and Eastman, but not less than
$20,000 for calendar year 1997.
4.3 RELOCATION EXPENSES AND ALLOWANCES. The Company shall
reimburse Eastman on a tax grossed-up basis for all reasonable moving
expenses, temporary accommodation and house-hunting expenses and other costs
related to his relocation to the vicinity of the Company's headquarters,
including seller's closing costs on the sale of Eastman's existing house and
purchaser's closing costs on the purchase of a new home, including up to
three (3) points on the new mortgage for such purchase.
4.4 MEDICAL BENEFITS, VACATION AND SICK LEAVE. Eastman shall be
entitled to participate in such medical, health and life insurance plans as
the Company may from time to time implement, and to receive twenty (20) days
of paid vacation per year and sick leave on the same basis as the Company's
other senior executives.
4.5 PENSION PLAN. Eastman shall be entitled to participate as a
beneficiary under such pension plan(s) as the Company may from time to time
adopt, on the same basis as the Company's other senior executives.
5. CONFIDENTIALITY AND PROPRIETARY INVENTIONS AGREEMENT. Upon the
commencement of the term of this Agreement, Eastman shall enter into the
Company's standard form of agreement relating to the treatment of the
Company's confidential information and ownership of proprietary inventions.
6. TERM OF EMPLOYMENT. Subject to the provisions of Section 7, the
term of the employment engaged by this Agreement shall be a period of four
(4) years commencing on September 23, 1996 and ending on September 22, 2000,
whereupon the term shall automatically renew for successive one (1) year
periods unless on of the parties to the Agreement shall have given notice of
its intention to terminate the Agreement not later than ninety (90) days
prior to the end of such initial term or any such renewal term.
7. TERMINATION OF EMPLOYMENT.
7.1 FOR CAUSE. The Company may terminate this Agreement,
effective immediately upon written notice to Eastman, if at any time, in the
reasonable opinion of the Company's Board of Directors, (a) Eastman commits
any material act of dishonesty, fraud or embezzlement with respect to the
Company or any subsidiary or affiliate thereof, (b) is convicted of a crime
of moral turpitude, or (c) breaches any material obligation under this
Agreement. The
2.
Company's total liability to Eastman in the event of termination of Eastman's
employment under this Subsection 7.1 shall be limited to the payment of
Eastman's salary and benefits through the effective date of termination.
7.2 WITHOUT CAUSE. The Company may terminate this Agreement
without cause upon thirty (30) days' written notice to Eastman. Upon any
termination of this Agreement without cause by the Company, the Company shall
pay to Eastman as severance pay in one lump sum an amount equal to three (3)
months of his then current salary in addition to such other compensation to
which Eastman may be entitled prior to the date of termination.
7.3 BY EASTMAN. Eastman reserves the right to terminate his
employment hereunder for any reason upon thirty (30) days' written notice to
the Company. The Company's total liability to Eastman in the event of
termination of Eastman's employment under this Subsection 7.3 shall be
limited to the payment of Eastman's salary and benefits through the effective
date of termination and the provisions of Subsection 7.2 shall not apply.
8. MISCELLANEOUS.
8.1 MODIFICATION. Any modification of this Agreement shall be
effective only if reduced to writing and signed by the parties to be bound
thereby.
8.2 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the Company and Eastman pertaining to the subject matter
hereof and supersedes all prior or contemporaneous written or verbal
agreements and understandings between the parties in connection with the
subject matter hereof.
8.3 SEVERABILITY. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall, nevertheless, continue in full force and effect
without being impaired or invalidated in any way.
8.4 WAIVER. The parties hereto shall not be deemed to have waived
any of their respective rights under this Agreement unless the waiver is in
writing and signed by the waiving party. No delay in exercising any right
shall be a waiver of such right nor shall a waiver of any right on one
occasion operate as a waiver of such right on a future occasion.
8.5 COSTS OF ENFORCEMENT. If any action or proceeding shall be
commenced to enforce this Agreement or any right arising in connection with
this Agreement, each party shall initially bear its own costs and legal fees
associated with such action or proceeding. The prevailing party in any such
action or proceeding shall be entitled to recover from the other party the
reasonable attorneys' fees, costs and expenses incurred by such prevailing
party in connection with such action or proceeding.
8.6 NOTICES. All notices provided for herein shall be in writing
and delivered personally or sent by United States mail, registered or
certified, postage paid or by Federal Express, addressed as follows:
3.
To the Company: Gene Logic, Inc.
10150 Old Columbia Road
Columbia, MD 21046
To Eastman: Eric M. Eastman
47 E. Greywing Circle
The Woodlands, TX 77382
or to such other addresses as either of such parties may from time to time
designate in writing. Any notice given under this Agreement shall be deemed
to have been given on the date of actual receipt, or, if not received during
normal business hours, on the next business day.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers or agents as of the date first written above.
"Company" "Employee"
/s/ ERIC M. EASTMAN
GENE LOGIC INC. ----------------------------
a Delaware corporation Eric M. Eastman
By: /s/ MICHAEL J. BRENNAN
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Name: Dr. Michael J. Brennan
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Title: President and Chief Executive Officer
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4.