Employment Agreement - Invitrogen Corp. and Theodore De Frank
[LETTERHEAD]
September 28, 1995
Theodore De Frank
2046 Winsome Way
Encinitas, CA 92024
Dear Mr. De Frank:
As a follow-up to our conversation last week, Invitrogen is pleased to
offer you the position of Chief Operations Officer at Invitrogen Corporation.
I am attaching a job description and a copy of Invitrogen's mission statement.
The position has an annualized salary of $110,000, Invitrogen's
medical, dental and vision insurance package, incentive stock options for
20,000 shares of Invitrogen stock, and the Executive Bonus Plan (see
enclosure). Your vacation time will accrue at a rate of 6.67 hours a month
(annualized at two weeks per year), plus one week during the holiday
shut-down between December 25 and January 2, and other paid holidays as will
be described in the New Hire Orientation. Invitrogen has also established a
401K matching - Employee Stock Ownership Plan (ESOP), and a corporate
profit-sharing plan as a benefit for employees; you will be provided with the
Summary Plan Description upon your employment.
This position will not be open until June 1, 1996, but we would like for
you to come on staff full-time with the salary and benefit package outlined
above as of January 1, 1996. During the five-month period, January 1 - June
1, we would like you to focus on developing and managing a plan to prepare
Invitrogen to move into our new facility. After that project is complete, but
no later than June 1, 1996, you will make the transition into the COO
position.
We sincerely hope you will decide to accept this offer and join our
Company. This offer expires December 1, 1995. Please contact me at your
earliest convenience to discuss the details of this offer, any additions or
corrections you may have, and to arrange a schedule for joining our team.
Sincerely.
/s/ LYLE TURNER
---------------
Lyle Turner
President/CEO
dh
This appointment is for no set term and may be terminated at any time and
for any reason with or without notice by either you or Invitrogen Corporation.
This letter, along with your signed Application for Employment, constitutes
our entire agreement regarding terms and conditions of employment. There are
no other agreements, oral or written, between us.
I accept the offer outlined above.
/s/ THEODORE DE FRANK 11/20/95
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Signature Date
[I do not wish to use the car allowance option]
<PAGE>
Ted DeFrank November 6, 1995
Dear Mr. DeFrank [LETTERHEAD]
I have reviewed the severance package we have offered one other Executive at
Invitrogen and am prepared to modify your offer letter in the following way:
If Invitrogen terminates your employment between 1/1/96 and 12/31/96 you will
receive six months severance pay and will maintain your health benefits for
six months through cobra payments. If your employment is terminated by
Invitrogen from 1/1/97 to 12/31/97 you will receive four months severance and
four months of Cobra coverage. In the third year three months. In the fourth
year you will revert to the standard executive package of one month of
severance for each year of employment but no commitment to health benefits.
Regarding the signing bonus, Invitrogen will pay you a sign on bonus of
$5,000 upon satisfactory completion of 90 days of employment.
Profit sharing bonus - you will be on the executive profit bonus plan for
the full year of 1996 contingent upon accepting this offer and starting
consultations with the company regarding facilities planning before 12/1/95.
Regarding the beeper - this is a legitimate business expense and will be done
at your discretion and within your budget allowance.
Your salary will be adjusted to $104,000 annually but you will be given a
$500/month car allowance to cover car and mobile communications. (Declined)
Invitrogen will loan you up to $50,000 October 1, 1996, upon successful
completion of nine months of employment and assurance that you will remain
through 1997, guaranteed by a second mortgage on your new home purchase and
payable by garnishing all future bonus' until the principal and interest are
paid in full.
You will be allowed to sit on the board of directors of other non-competing
companies after completion of your third year of employment.
I think this addresses all of the points in your letter.
I look forward to hearing from you and having you join the Invitrogen family.
I will be in Europe until November 18 but will try to call you while I am
there to finish this offer.
Sincerely.
/s/ LYLE C. TURNER
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Lyle C. Turner
President/CEO Invitrogen Corporation