EXHIBIT 10.39
3240 Whipple Road, Union City, CA 94587
Phone 510 . 675 . 6500 Fax 510 . 441 . 6150
www.abaxis.com
July 11, 2005
Clint Severson
Abaxis, Inc.
3240 Whipple Road
Union City, CA 94587
Re: Employment
Agreement
Dear Clint:
Pursuant to our board resolution, this
letter sets forth the terms of your
continued employment by Abaxis, Inc.
("Abaxis"). Abaxis believes that your
contributions will be important to its
future success, and thus enters into this
Agreement in order to retain your services.
The terms and conditions of our
future employment relationship are set
forth below.
1. Position and Duties: You
shall be employed by Abaxis as its Chairman,
President and
Chief Executive Officer, reporting to Abaxis' Board of
Directors (the
"Board"); provided that, if requested by the Board, you will
immediately
resign as an officer of Abaxis. You accept continued employment
with Abaxis on
the terms and conditions set forth in this Agreement, and
you agree to
devote your full business time, energy and skill to the duties
assigned to you
by the Board.
2. At-Will Employment: Your
employment with Abaxis is at-will employment and
may be
terminated by you or Abaxis at any time, with or without cause.
Upon
the termination
of your employment with Abaxis for any reason, and subject
to paragraphs 4
and 5 below, neither you nor Abaxis shall have any further
obligation or
liability to the other.
3. Compensation: You shall be
compensated by Abaxis for your services as
follows:
(a) Salary: Commencing April 1, 2005,
you shall be paid a monthly salary
of $ 26,000.00 ($ 312,000.00 per year), and a bonus of $
385,000.00
based on meeting company goals, subject to applicable withholding,
in
accordance with Abaxis' normal payroll procedures. Such salary
shall
be subject to periodic review and adjustment in accordance with
Abaxis' salary review policies/practices then in effect for its
senior
management.
(b) Benefits: You shall have the
right, on the same basis as other
executive staff employees of Abaxis, to participate in and to
receive
benefits under any Abaxis employee benefit plan, including
medical,
disability or other group insurance plans. In addition, you shall
be
entitled to the benefits afforded to other senior management
under
Abaxis' business expense reimbursement policies. Finally, you
shall
receive six (6) weeks vacation annually.
<PAGE>
4. Benefits Upon Other
Termination: You agree that your employment may be
terminated by
Abaxis at any time, with or without cause. In the event of
the termination
of your employment by Abaxis for the reasons set forth
below, you shall
be entitled to the following:
(a) Termination for Cause: If your
employment is terminated by Abaxis for
cause as defined below, you shall be entitled to no compensation
or
benefits from Abaxis other than those earned under paragraph 3
through
the date of your termination.
For
purposes of this Agreement, a termination "for cause" occurs if
you are terminated for any of the following reasons:
(i)
theft, dishonesty, or falsification of any employment or
company records;
(ii)
improper
disclosure of Abaxis confidential or proprietary
information;
(iii) any
intentional act by you which has a material detrimental
effect on Abaxis' reputation or business;
(iv)
your failure or
inability to perform any reasonable assigned
duties after written notice from Abaxis of, and a reasonable
opportunity to cure, such failure or inability; and
(v)
any material breach of this Agreement, which breach is not
cured within 10 days following written notice of such bre
