Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as
of
December 4, 2006, by and between Transgenomic, Inc., a Delaware
corporation (the
"Company"), and Debra A. Schneider ("Employee").
The Company and Employee desire to enter into an Employment
Agreement.
Accordingly, the Company and Employee agree as follows:
Section 1. Effective Date; Position; Term. This Agreement shall
become
effective on December 4, 2006 (the "Effective Date"). The Company
shall employ
Employee as its Vice President and Chief Financial Officer. The
initial term of
the Agreement will be one (1) year from the Effective Date, but
shall be
automatically extended for additional terms of one (1) year unless
either the
Company or the Employee provides written notice to the other that
it does not
intend to extend this Agreement not later than 60 days prior to the
end of the
then current term..
Section 2. Position
and Duties. During the
term of this Agreement:
(a) Employee shall have the normal responsibilities, duties
and authorities of Vice President and Chief Financial Officer of
the
Company described in its bylaws and such other reasonable duties as
may
be assigned to her by the Board of Directors of the Company
(the
"Board") from time to time.
(b) Employee shall report to the Chief Executive Officer.
Employee shall perform faithfully the executive duties assigned to
her
to the best of her ability in a diligent, trustworthy, businesslike
and
efficient manner and will devote her full business time and
attention
to the business and affairs of the Company and its subsidiaries
and
affiliates; provided, however, that Employee may serve as a
director of
or a consultant to nonprofit corporations, civic organizations,
professional groups and similar entities.
Section 3. Base
Salary. As compensation for her services hereunder,
the Company shall pay to Employee during the Employment Period an
initial base
salary of $200,000 per year.
Base Salary shall be payable in equal installments in arrears on
a
semimonthly basis or as otherwise may be mutually agreed upon.
Section 4. Bonus.
(a) In addition to the
Base Salary, Employee shall receive a
signing bonus of $10,000 to be paid with the first regular
payroll
after the Effective Date.
(b) Beginning in
calendar 2007, Employee shall be eligible to
receive an annual bonus of up to 20% of her Base Salary based
on
Employee's performance in conjunction with specific mutually
agreed
goals and objectives and formulas determined by the Chief
Executive
Officer and agreed upon by the Compensation Committee prior to
each
calendar year. Annual bonuses, if any, will be payable at such time
or
times during or following each calendar year as shall be determined
by
the Compensation Committee in its sole discretion.
<PAGE>
Section 5.
Participation in Employee Benefit Plans. Employee will be
entitled to participate in all Company salaried employee benefit
plans and
programs, subject to the terms and conditions of each such employee
benefit plan
or program and to the extent commensurate with her position as Vice
President
and Chief Financial Officer.
Section 6. Other
Benefits.
(a) Vacation. Employee
(a) Vacation. Employee shall
participate in the vacation benefit provided to all
employees, except that her participation during the
period in which she has less than ten (10) years of
service will be equivalent to a participant with ten (10)
to twenty-four (24) years of service.
(b) Insurance. The
Company shall make available to Employee
health insurance (including dependent coverage), and
other employee benefit plans provided to employees.
Section 7. Business
Expenses. The Company shall reimburse Employee for
all reasonable expenses incurred by her in the course of performing
her duties
under this Agreement which are consistent with the Company's
policies in effect
from time to time with respect to travel, entertainment and other
business
expenses, subject to the Company's requirements with respect to
reporting and
documentation of such expenses.
Section 8. Stock
Options and Option Shares. Employee will be granted
options to purchase shares of the Company's common stock under the
Company's
2006 Equity Incentive Plan (the "Plan") on the terms described
below, subject to
final approval of the Compensation Committee:
(a) 100,000
shares on or about the Effective Date of the
Agreement;
(b) 100,000
shares on or about June 1, 2007; and
(c) 100,000
shares on or about November 1, 2007.
The price of the options will be the fair market value of the
Company's Common
Stock as reported on the date the options are granted. The options
will vest
equally on the next three anniversary dates of the grant. Granted
and unvested
options will vest upon the Company being acquired or merged into
another entity
as provided in the Plan.
<PAGE>
Section 9. Termination
of Employment.
(a) Events of Termination and Severance Payment. In the event
that, during the term of this Agreement, Employee is
involuntarily
discharged for any reason other than for Just Cause (as defined
below),
Employee shall be entitled to receive a severance payment (the
"Severance Payment") equal to the amount of the Employee's then
current
annual Base Salary. The Severance Payment will be paid to Employee
over
a period of twelve months in the manner described in Section 3 and
will
be subject to applicable income tax withholding consistent with
the
Company's normal payroll practices. Additionally, upon the
Company
being acquired or merged into another entity, Transgenomic, Inc.
will
honor the Severance Payment in the event that the Employee's
position
was eliminated as a result of the merger or acquisition.
(b) "Just Cause" being defined as any criminal act (felony)
being committed by employee, if employee commits fraud or
dishonesty
toward the Company, other significant activities materially harmful
to
the reputation of the Company as reasonably defined by the
Company,
willful refusal to perform or substantial disregard of the
duties
properly assigned, significant violation of any statutory or common
law
or a material violation of Sections 11 or 12 below, not
reasonably
performing assigned tasks to meet minimum expectations of the
position,
or intentionally takes any other action materially detrimental to
the
best interests of the Company
(c) Effect of Breach of Noncompetition Provisions. In the
event Employee breaches or otherwise fails to comply with the
provisions of Section 11 or 12 below, then, in addition to any
other
remedies provided herein or at law or in equity, the Company shall
have
the right to require return of any severance payment made to
the
Employee. Return of such Severance Payment pursuant to the
preceding
sentence shall not relieve Employee's obligations pursuant to
Sections
11 and 12 below.
Section 10. Assignment and Succession.
(a) The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon its
respective successors and assigns, and Employee's rights and
obligations hereunder shall inure to the benefit of and be binding
upon
her successors and permitted assigns, whether so expressed or
not.
(b) Employee acknowledges that the services to be rendered by
her hereunder are unique and personal. Accordingly, Employee may
not
pledge or assign any of her rights or delegate any of her duties
or
obligations under this Agreement without the express prior
written
consent of the Board.
(c) The Company may not assign its interest in or obligations
under this Agreement without the prior written consent of
Employee.
<PAGE>
Section 11. Confidential Information.
(a) Company Information. Employee agrees at all times during
the term of her relationship with the Company and thereafter, to
hold
in strictest confidence, and not to use, except for the benefit of
the
Company, or to disclose to any person, firm, corporation or
other
entity without written authorization of the Board of Directors of
the
Company, any Confidential Information of the Company which
Employee
obtains or creates, by whatever means. Employee further agrees not
to
make copies of such Confidential Information except as authorized
by
the Company. Employee understands that "Confidential Information"
means
any Company proprietary information, technical data, trade secrets
or
know-h
