Employment Agreement of Gregory
A. Gould
Amendment
Pursuant to
Section 14 of the Employment Agreement between SeraCare Life
Sciences, Inc. and Gregory A. Gould dated August 16, 2006 and
amended and restated on December 22, 2008 (the
“Agreement”), SeraCare Life Sciences, Inc. (the
“Company”) and Gregory A. Gould (the
“Executive”) hereby agree to amend the Agreement as
follows, effective April 1, 2009:
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1.
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A
new Section 3.5 is hereby added, to read as
follows:
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“3.5.
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Compensation for the period
April 1, 2009 to March 31, 2010.
Notwithstanding
Section 3.1, for the period April 1, 2009 to
March 31, 2010 (the “Salary Reduction
Period”):
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(a) The
Executive’s Base Salary shall be at an annualized rate of
$229,500, and shall be paid in cash in accordance with the
Company’s regular payroll practices in effect from time to
time.
(b)
(i) The Executive shall receive, on each of July 1, 2009,
October 1, 2009, January 4, 2010, and April 1, 2010
(each date, a “Grant Date”), shares of the
Company’s common stock equal in number to (A) 10,125, if
the closing price per share of the Company’s common stock on
the applicable Grant Date, measured in U.S. dollars (the
“Applicable Share Price”), is equal to or less than one
(1) U.S. Dollar; or (B) $10,125.00 divided by the Applicable
Share Price, if the Applicable Share Price is greater than one
(1) U.S. dollar. The resulting share total shall be rounded
down to the nearest whole share and any fractional amount shall be
paid in cash. These shares shall be granted pursuant to the
Company’s 2009 Equity Incentive Plan.
(ii) Notwithstanding (b)(i) above, with
respect to any Grant Date, the Company may in its discretion pay
cash (in lieu of shares) equal to the actual fair market value of
any portion or all of the shares to which the Executive is entitled
under this Section 3.5(b).
(iii) For
the avoidance of doubt, the Company may withhold from amounts
otherwise payable under Section 3.5(a) during the quarter
preceding each Grant Date such amounts as the Company in its
discretion determines may be required to be withheld for tax
purposes with respect to the delivery of shares (pursuant to this
Section 3.5(b)) on such Grant Date; provided , that if for
any reason the Company’s withholdings during the quarter
preceding a Grant Date are insufficient to provide for any required
tax withholding with respect to shares or other amounts to be
delivered on such Grant Date, the Executive shall upon request from
the Company and prior to the delivery of such shares or other
amou
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