Sample Business Contracts

Employment Agreement [Amendment No. 1] - Nanogen Inc. and Michael J. Heller, Ph.D.

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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     This First Amendment to Employment Agreement ("Amendment"), effective as of
July 28, 2000, is made by and between NANOGEN, INC., a Delaware corporation (the
"Company"), and MICHAEL J. HELLER, PH.D. (the "Executive").


     WHEREAS,  the  Company  and  Executive  have  entered  into  an  Employment
Agreement, dated October 29, 1999 (the "Employment Agreement"); and

     WHEREAS, the Company and Executive wish to amend the Employment Agreement
as described herein.

     NOW, THEREFORE, the Company and Executive, in consideration of the mutual
promises set forth herein, agree as follows:


1.   RENEWAL. In Article I, Section B RENEWAL, the last sentence of the second
     paragraph shall be amended to decrease the number of months from "18" to
     "6", during which the Executive shall be paid his salary and benefits after
     termination as described therein.

2.   SECTION 280G. In Article III, Section E SECTION 280G relating to
     restrictions on payments made pursuant to the Employment Agreement that may
     be considered "excess parachute payments" during Change of Control events
     as defined therein, shall be deleted in its entirety.

3.   REMAINDER OF AGREEMENT. The other terms and conditions contained in the
     Employment Agreement shall remain in effect pursuant to the Employment
     Agreement and such terms and conditions, where applicable, shall also
     govern this Amendment.

4.   GOVERNING LAW. This Amendment shall be construed in accordance with the
     laws of the State of California, notwithstanding its conflicts of law

5.   EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges (a) that he has consulted
     with or has had the opportunity to consult with independent counsel of his
     own choice concerning this Amendment, and has been advised to do so by the
     Company, and (b) that he has read and understands this Amendment, is fully
     aware of its legal effect, and has entered into it freely based on his own

6.   COUNTERPARTS. This Amendment may be executed in one or more counterparts,
     all of which taken together constituted one and the same agreement.


       Executed by the parties as of the day and year first above written.

                                                 NANOGEN, INC.

                                                 By:   /s/ HOWARD C. BIRNDORF
                                                         Howard C. Birndorf
                                                         Chairman and Chief
                                                         Executive Officer

                                                     /s/ MICHAEL J. HELLER
                                                        Michael J. Heller, Ph.D.