Exhibit 10.4
SEVERANCE WAIVER
AGREEMENT
THIS SEVERANCE WAIVER AGREEMENT (the
“ Agreement ”), is dated and effective as
of April 5, 2007, is made and entered into by and between
Stratagene Corporation, a Delaware corporation (the “
Company ”), and Joseph A. Sorge, M.D. ( “
Sorge ”).
WHEREAS, the Company, Agilent
Technologies, Inc., a Delaware corporation (“
Acquiror ”), and Jackson Acquisition Corp., a
Delaware corporation (“ Merger Sub ”),
are entering into that certain Agreement and Plan of Merger (the
“ Merger Agreement ”) pursuant to which
the Company and Merger Sub will merge (the “
Merger ”) and, as a result, the Company will
become a wholly-owned subsidiary of Acquiror;
WHEREAS, the Company and Sorge are
parties to that certain Amended and Restated Employment Agreement
dated as of June 2, 2004 (the “ Employment
Agreement ”), pursuant to which Sorge is entitled to
certain severance benefits in the event of his termination by the
Company other than for Cause (as defined in the Employment
Agreement) or if Sorge terminates his employment for Good Reason
(as defined in the Employment Agreement);
WHEREAS, immediately prior to the
Effective Time (as defined in the Merger Agreement) of the Merger,
Sorge’s employment with the Company will be terminated by the
Company, which termination shall be subject to and conditioned on
the consummation of the Merger; and
WHEREAS, it is a condition to
Acquiror’s and Merger Sub’s execution of the Merger
Agreement that Sorge waive any and all rights he may have to cash
severance payments under Section 4.1 of the Employment Agreement as
a result of the termination of his employment by the Company
immediately prior to the Effective Time of the Merger, which waiver
shall be subject to and conditioned on the consummation of the
Merger.
NOW THEREFORE, in consideration of
the mutual covenants set forth herein and other good and valuable
consideration, the parties hereto agree as follows:
1.
Sorge is a majority stockholder of the Company and will receive
substantial consideration in the Merger an
