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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: SeraCare Life Sciences, Inc You are currently viewing:
This Employment Agreement involves

SeraCare Life Sciences, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 9/26/2005
Industry: Biotechnology and Drugs     Sector: Healthcare

EMPLOYMENT AGREEMENT, Parties: seracare life sciences  inc
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EXHIBIT 10.1

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”) is made and entered into by and between Barry D. Plost (“Employee”) and SeraCare Life Sciences, Inc, a California corporation, (the “Company”), effective as of October 1, 2005 (“Effective Date”).

 

RECITALS

 

WHEREAS , Employee and the Company are parties to that certain Consulting Agreement, dated January 3, 2005 (the “Consulting Agreement”).

 

WHEREAS , Employee and the Company have determined that it would be in the best interests of both parties to amend and restate the Consulting Agreement to expand the scope of services to be performed by Employee for the Company and to convert the consulting relationship into an employment relationship.

 

WHEREAS , this Agreement will amend and restate the Consulting Agreement in its entirety, effective as of October 1, 2005.

 

WHEREAS , Employee will be employed by virtue of this Agreement by the Company.

 

WHEREAS , Employee desires employment with the Company and is willing to undertake such employment on the terms and conditions set forth below.

 

NOW, THEREFORE, in consideration of the recitals above and of the mutual promises and conditions in this Agreement, it is agreed as follows:

 

1.

INCORPORATION OF RECITALS :

 

The parties hereto agree that the Recitals referenced above are material terms of this Agreement and are incorporated herein by this reference.

 

2.

TERM OF EMPLOYMENT :

 

The Company hereby employs Employee, and Employee hereby accepts exclusive employment with the Company, for the period beginning on October 1, 2005 and ending on September 30, 2007 (“Employment Period”), unless extended or earlier terminated as provided for herein. The Employment Period referenced herein shall be automatically renewed for successive one-year terms (unless earlier terminated as provided for herein) unless either party hereto notifies the other party in writing, not less than ninety (90) days prior to expiration of the Employment Period, of that party’s intent to not renew this Agreement.


3.

DUTIES OF EMPLOYEE :

 

(a) Employee shall be employed in the capacity of Chairman of the Company’s Board of Directors (“Chairman”) and shall perform such duties as are reasonably consistent with such position.

 

(b) Employee agrees that throughout the Employment Period he will remain loyal and devote his best efforts to the Company’s business and conscientiously perform all duties and obligations required of him by the terms of this Agreement. Employee agrees to devote the necessary time and energies required to fulfill his role as Chairman. Employee agrees that during the Employment Period, he shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, board member, director or in any other individual or representative capacity, engage in any activity that is directly competitive with the goods and services provided by the Company to its customers, provided that Employee shall not be prohibited from continuing as a shareholder in any entity in which he was a shareholder as of the Effective Date.

 

(c) Employee shall disclose to the full membership of the Board of Directors any material business opportunity which is presented to him by an entity or individual not affiliated with the Company and which relates to the business of the Company.

 

4.

COMPENSATION OF EMPLOYEE :

 

 

(a)

Regular Salary :

 

As compensation for services rendered under this Agreement, the Company shall pay to Employee a salary at the rate of T WO H UNDRED F IFTY T HOUSAND D OLLARS AND N O C ENTS ($250,000.00) per year, payable every two weeks, from which shall be deducted federal, state and if applicable, local income tax withholdings, social security and other customary employee deductions in conformity with the payroll policies of the Company in effect from time to time. The statement of salary in annual terms does not affect or alter in any way the term of employment. The Company’s Compensation Committee shall review Employee’s salary as appropriate and make recommendations for adjustments to Employee’s salary.

 

 

(b)

Paid Time Off (“PTO”) :

 

Employee shall earn PTO on a monthly basis. To earn PTO for a given month, Employee must have been paid or owed payment for a minimum of fifteen (15) days during that month. Employee will accrue PTO at a minimum rate of four (4) weeks of PTO per year throughout his employment with the Company, until such time as Employee becomes entitled to accrue PTO at a greater rate in accordance with the Company’s PTO policies. Except as provided for herein, Employee’s entitlement to PTO shall be subject to the terms and conditions

 

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of the Company’s PTO policies, which may be amended and changed in accordance with the Company’s normal business practices.

 

 

(c)

Reimbursement of Expenses :

 

Employee shall be reimbursed for any necessary tax deductible business expenditures incurred by Employee in the performance of Employee’s duties on behalf of the Company, including auto and travel related expenses incurred during the term of employment, as permitted by the Company policies in effect from time to time.

 

 

(d)

Medical Insurance :

 

Employee shall be entitled to the same medical and hospitalization insurance benefits as provided by the Company to its other employees and the insurance plan documents related thereto. To the extent the Company offers its key executives other medical and hospitalization insurance benefits, Employee shall be entitled to such benefits.

 

 

(e)

Holidays :

 

Employee shall be entitled to ten paid holidays per year as permitted by the Company’s policies in effect from time to time.

 

 

(f)

Legal Expenses Related to this Agreement :

 

The Company shall pay for all reasonable legal expenses Employee incurs in connection with the review and preparation of this Agreement. The Company shall make said payment within a reasonable period of time after receipt of invoices from Employee.

 

 

(g)

Miscellaneous Benefits :

 

Employee shall also be entitled to receive any other benefits for which Employee is eligible that are provided to other employees of the Company and which are not specifically referenced in this Agreement, such as dental insurance, life insurance, long term disability and participation in the Company’s 401(k) plan. Such benefits shall be subject to the terms and conditions of the applicable benefit plan documents, which may be amended and changed in accordance with the Company’s normal business practices.

 

5.

CUSTOMER LISTS, TRADE SECRETS AND UNFAIR COMPETITION :

 

Employee acknowledges and agrees that the names and addresses of the Company’s customers and prospective customers (collectively referred to herein as “Customers” and defined herein as all customers that the Company sells or actively solicits to sell the goods and services provided by the Company) and all other confidential information relating to those Customers, including but not limited to all information such as information on the profitability and/or profit

 

3


margins of the Company, the Company’s Customer lists and potential leads Customer lists, any other information relating to the Company’s Customers that have been obtained or made known to Employee solely as the result of Employee performing his services for the Company, profitability of the Company, business plans, strategy plans, sales figures, sales reports, internal memoranda, inventions, software developed by or for the benefit of the Company and related data source code and programming information (whether or not patentable or registered under copyright or similar statutes), information about the Company’s design technology and know how, formulae, manufacturing and/or design techniques, inventions (whether patentable or not), works of authorship, copyrighted software and/or other copyrighted materials created by or for the benefit of the Company, personnel policies, the Company’s marketing methods and related data, Customer buying and selling habits and special needs, accounting/financial records (including, but not limited to, balance sheets, profit and loss statements, tax returns, payable and receivable information, bank account information and other financial reporting information), marketing strategies, unique methods and procedures regarding pricing, bidding and advertising, the names of the Company’s vendors and suppliers, information relating to costs, sales or services provided to the Company by such vendors and suppliers, the prices the Company obtains or has obtained for the Company’s products or services, compensation paid to the Company’s employees, and other terms of employment, information regarding the Company’s relations with its employees, information regarding other employees or agents of the Company, or any other confidential information regarding the manner of business operations and actual or demonstrably anticipated business, research or development of the Company are provided in confidence and constitute Confidential Information/Trade Secrets (as defined in ALM GL ch. 266, § 30(4)) of the Company and that the sale or unauthorized use or disclosure of any of the Company’s Confidential Information/Trade Secrets obtained by Employee during his employment with the Company constitutes unfair competition. Employee promises not to engage in any unfair competition with the Company.

 

6.

TERMINATION :

 

 

(a)

This Agreement shall terminate upon the occurrence of any of the following events:

 

(i) Termination For Cause: The Company may terminate this Agreement immediately and without notice for “Cause.” “Cause” for the purpose of this Agreement shall include, but is not limited to: (a) participation in any fraud or act of dishonesty; (b) a material knowing violation of any statute or regulation enforced by the Securities Exchange Commission or failure to report and/or prevent such a violation; (c) theft; (d) a material violation of Company policy which causes a material detriment to the Company; (e) intentional material damage to any property of the Company; (f) indictment or conviction of a felony; (g) alcohol or drug abuse; (h) unethical business conduct; (i) material breach of this Agreement; (j) Employee becomes “permanently disabled or incapacitated” (the term “permanently disabled or incapacitated” means any physical and/or mental ailment or condition that prevents Employee from actively carrying out his duties hereunder for the Company for ninety (90) or more cumulative days during the term of this Agreement or sixty (60) or more consecutive days in any 365 day period

 

4


during the term of this Agreement); (k) the written agreement of both the Company and Employee; and (l) the death of Employee. If this Agreement is terminated for “Cause” as herein defined, Employee shall not be entitled to severance payments set forth in Paragraph 7.

 

(ii) Termination Without Cause: The Company and Employee agree that Employee’s employment with the Company as referenced in the provisions of this Agreement and all terms and conditions contained herein can be terminated by the Company or Employee at anytime without cause, subject to the provisions contained in Paragraph 7.

 

(iii) Change in Control: “Change in Control” shall mean the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of an aggregate of more than fifty-one percent (51%) of the voting power of the Company’s outstanding voting securities by any person or group (as such term is used in Rule 13d-5 under such Act) who beneficially owned less than the majority percentage (i.e., 50.001%) of the voting power of the Company’s outstanding voting securities on the date hereof; provided, however, that notwithstanding the foregoing, an acquisition shall not constitute a Change in Control hereunder if the acquiror is (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity; (b) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of voting securities of the Company; or (c) any person whose acquisition of shares of voting securities is approved in advance by a majority of the Board of Directors or who is an affiliate, associate or shareholder of any shareholder of the Company as of the execution of this Agreement.

 

(iv) Termination for Good Reason: Employee may terminate his employment for Good Reason as defined below. If Employee terminates his employment for Good Reason, Employee shall be entitled to the severance payments set forth in Paragraph 7. For purposes of this Agreement, “Good Reason” shall mean: (a) any material failure by the Company to provide Employee with the compensation set forth in Paragraph 4; and (b) any material breach of this Agreement by the Company.

 

(b) If Employee’s employment with the Company is terminated for any reason, Employee shall promptly deliver, without request, all documents and data pertaining to Employee’s employment and Confidential Information/Trade Secrets, whether prepared by Employee or otherwise, in Employee’s possession and/or control, and Employee shall not retain any written or other tangible material containing information concerning or disclosing any of the Company’s Confidential Information/Trade Secrets.

 

7.

SEVERANCE :

 

(a) If Employee is terminated by the Company for any reason other than “Cause” (as defined in Paragraph 6(a)(i)) or a “Change in Control” (as defined in Paragraph 6(a)(iii)) occurs or Employee terminates his employment for “Good Reason” (as defined in Paragraph 6(a)(iv)), then, provided that Employee first executes and does not revoke a release substantially in the

 

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form attached hereto as Exhibit 1, the Company shall provide Employee with the greater of (i) the balance due under the terms of this Agreement and (ii) the equivalent of one (1) year of his then current regular sal


 
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