Exhibit 10.24
SEQUENOM INC.
EMPLOYMENT
AGREEMENT
This Agreement is entered into
between Sequenom, Inc. a Delaware corporation (the
“Company”) and Clarke Neumann (the
“Employee”) on July 19, 2004 (the “Effective
Date”). In consideration of, and as a condition of
Employee’s continued employment by Company, and of the
compensation to be paid to Employee by Company, and in recognition
of the fact that Employee will have access to the Company’s
confidential, proprietary, and trade secret information, Company
and Employee agrees to the terms and conditions set forth in this
agreement as follows:
1. Employment Status.
Employee has the position of General Counsel and will perform for
the Company such duties as may be designated by the Company from
time to time. Employee agrees that Employee’s employment with
the Company is on an at will basis, is for no specified term and
may be terminated by the Company at any time, with or without Cause
(as defined in Section 10(c) herein) in accordance with
section 10 of this agreement. Similarly, Employee may terminate
employment with the Company at any time, for any reason upon
written notice as provided in section 10 of this agreement.
Employee understands and agrees that the at will nature of
Employee’s employment relationship with Company cannot be
changed or modified, except by a written agreement signed by the
Chief Financial Officer.
2. Duties of Employee.
Employee shall report to the Chief Financial Officer and shall have
overall responsibility for the management, direction, and
operations of the legal and intellectual property functions of the
company. Employee shall perform such other duties and have such
other responsibilities as may be assigned to Employee from time to
time by the Chief Financial Officer of the Company.
3. Loyalty/Covenant not to
Compete
3.1 Loyalty. As long as
Employee is employed by the Company, Employee shall devote full
time and efforts to the Company and shall not, without the
Company’s prior expressed written consent, engage directly or
indirectly in any employment, consulting or business activity other
than for the Company. While employed by the Company, Employee will
not engage in other employment without the Company’s consent,
or engage in any activities determined by the Company to be
detrimental to the interests of the Company. Employee will refer to
the Company, all corporate opportunities Employee learns of as a
result of service of an employee of the Company.
3.2 Agreement not to Participate
in Company’s Competitors. During the Term of this
Agreement, and during any period during which Employee is receiving
compensation or any other consideration from the Company, including
severance pay pursuant to Section 10(d) herein, the Employee
agrees not to acquire, assume or participate in, directly or
indirectly, any position, investment or interest known by Employee
to be adverse or antagonistic to the Company, its business or
prospects, financial or otherwise or in any company, person or
entity that is, directly or indirectly, in competition with the
business of the Company or any of its affiliates. Ownership by the
Employee, as a passive investment, of less than two percent
(2%) of the outstanding shares of capital stock of any
corporation with one or more classes of its capital stock listed on
a national securities exchange or publicly traded on the Nasdaq
Stock Market or in the over-the-counter market shall not constitute
a breach of this paragraph.
4. Compensation and
Benefits.
(a) Employee’s compensation as
General Counsel shall have the following components: (i) base
salary at the rate of $200,000 per year, less standard deductions
and withholdings, payable in accordance with the Company’s
standard payroll policy.
(b) The Company has previously
granted to Employee stock options to purchase up to 100,000 shares
of the common stock of the Company (incentive stock options),
$0.001 par value per share. The exercise price for any future stock
options granted to Employee shall be at least equal to the fair
market value, as determined by the Board of Director, of the common
stock of the Company on the date of grant of such option. The stock
options shall be vested as described in the individual grant option
agreement; provided, however, that in the event all, or
substantially all, of the assets of Sequenom, or a majority of the
corporate shares of Sequenom, are acquired by another business or
by an individual, then all remaining unexercised stock options
previously granted to Employee shall become 100% vested as of the
effective date of the acquisition.
(c) Employee shall be entitled to
participate in such employee benefit plans and to receive such
other fringe benefits as are customarily afforded Company
employees. Employee understands that, except when prohibited by
applicable law, the Company’s employee benefit plans and
fringe benefits may be amended, enlarged, diminished or terminated
by the Company from time to time, in its sole
discretion.
(d) Upon submission of itemized
expense statements in the manner specified by Company, the Company
will pay Employee’s reasonable travel and other reasonable
business expenses incurred by Employee in the furtherance of and in
connection with Employee’s employment hereunder.
5. Employee’s
Performance.
(a) Employee shall use best efforts
to perform assigned duties diligently, loyally, conscientiously,
and with reasonable skill, and shall comply with all rules,
procedures and standards promulgated from time to time by the
Company. Among such rules, procedures and standards are those
governing ethical and other professional standards for dealing with
customers, government agencies, vendors, competitors, consultants,
fellow employees, and the public-at-large; security provisions
designed to protect Company property and the personal security of
Company employees; rules respecting attendance, punctuality, and
hours of work; and, rules and procedures designed to protect the
confidentiality of the Company’s proprietary/trade secret
information. The Company agrees to make reasonable efforts to
inform Employee of such rules, standards and procedures as are in
effect from time to time.
(b) The employment relationship
between the Parties shall be governed by the policies and practices
established by the Company and its Board of Directors. The Employee
will acknowledge in writing that he has read the Company’s
Employee Handbook, which will govern the terms and conditions of
his employment with the Company, along with this Agreement. In the
event that the terms of this Agreement differ from or are in
conflict with the Company’s policies or practices or the
Company’s Employee Handbook, this Agreement shall
control.
(c) Employee hereby represents and
warrants (i) that Employee has the full right to enter into
this Agreement and perform the services required of hereunder,
without any restriction whatsoever, (ii) that in the course of
performing services hereunder, Employee will not violate the terms
or conditions of any agreement between Employee and any third party
or infringe or wrongfully appropriate any patents, copyrights,
confidential information, trade secrets or other intellectual
property rights of any person or entity anywhere in the world,
(iii) that listed on Exhibit A to this Agreement are the names
of all third parties with whom Employee has entered into employment
or employment confidentiality agreements, and (iv) Employee
shall provide a copy of each such agreement referenced herein to
Company. It is the understanding of both the Company and the
Employee that the Employee shall not divulge to the Company and/or
its subsidiaries any confidential information or trade secrets
belonging to others, including the Employee ’s former
employers, nor shall the Company and/or its affiliates seek to
elicit from the Employee any such information. Consistent with the
foregoing, the Employee shall not provide to the Company and/or its
affiliates, and the Company and/or its affiliates shall not
request, any documents or copies of documents containing such
information.
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6. Company’s Management
Rights. The Company retains its full management prerogatives
and discretion to manage and direct its business affairs, including
the adoption, amendment or modification of research, development,
production or marketing decisions as it sees fit, notwithstanding
any individual interest in, or expectation, Employee may have
regarding a particular business program or product.
7. Nondisclosure of Confidential,
Proprietary or Trade Secret Information. The Employee has
previously executed a Proprietary Information & Inventions
Agreement (the “Proprietary Information and Inventions
Agreement”) as a condition of employment. The termination of
employment shall not release the Employee from Employee’s
obligations under the Employee’s Proprietary
Information & Inventions Agreement or as established by
applicable laws or Company policies.
8. No Solicitation of Customers
or Employees. Employee acknowledges that the Company has
invested substantial time, effort and expense in compiling its
confidential, proprietary and trade secret information and in
assembling its present staff of personnel. In order to protect the
business value of the Company’s confidential, proprietary and
trade secret information, during Employee’s employment with
the Company and for one year immediately following the termination
of that employment with the Company:
(a) Employee agrees that information
regarding all customers and all prospective customers of the
Company, of which Employee learns during Employee’s
employment with the Company, is Proprietary Information of the
Company as defined in the Proprietary Information &
Inventions Agreement.
(b) Employee agrees not to, either
directly or indirectly, solicit business, as to products or
services competitive with those of the Company, from any of the
Company’s customers or prospective customers with whom
Employee had contact during employment with the Company.
(c) Employee agrees not to, directly
or indirectly, induce or solicit any of the Company’s
employees to leave their employment with the Company.
9. Return of Property. Upon
the termination of Employee’s employment with the Company, or
at any other time upon request of the Company, Employee shall
promptly return any and all customer or prospective customer lists,
other customer or prospective customer information or related
materials, formulas, computer data and programs, specifications,
drawings, blueprints, data storage devices, reproductions,
sketches, notes, memoranda, reports, records, proposals, business
plans, or copies of them, other documents, materials, tools,
equipment, and all other property belonging to the Company or its
customers which Employee then possesses. Employee further agrees,
that upon termination of employment, Employee shall not take any
documents or data of any description containing or pertaining to
the Company’s Proprietary Information or Inventions, as those
terms are defined in the Proprietary Information &
Inventions Agreement. Upon leaving the Company’s employment,
Employee agrees to sign a Termination Certificate confirming that
Employee has complied with the requirements of this Section of
the
