Sample Business Contracts

Employment Agreement - Nanogen Inc. and Tina S. Berger, Ph.D.

Employment Forms

Employment Contract. 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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January 5, 1994


Tina S. Berger, Ph.D.
4256 Carminito Terviso
Son Diego, CA 92122

Dear Tina:

I am pleased to extend to you an offer to become President, a corporate
officer, and a member of the Board of Directors of Nanogen, Inc., reporting to
me commencing February 1, 1994 or sooner. Your responsibility as President will
include the day-to-day operations of the Company including facilities, hiring,
etc. We will meet in the near future to finalize a formal list of your
responsibilities. The particulars for our offer are as follows:

COMPENSATION

1.    Your initial salary will be $170,000 per year.

2.    You will be permitted to purchase, or granted an option to purchase, at
      your election, 150,000 shares of the Company's common stock at its "fair
      market price" (currently $0.005 per share). The purchase or grant will be
      subject to your execution of the Company's Restricted Stock Purchase
      Agreement or Incentive Stock Option Agreement (which includes a four year
      vesting/repurchasing provision), as applicable, and to approval by the
      Board of Directors and any regulatory authority. You will be granted an
      additional 150,000 shares (at then "fair market price") of the Company's
      common stock on a prorated basis as we achieve our first round financing
      and milestones. Each additional portion of stock will begin four year
      vesting when granted.


<PAGE>   2
Tina S. Berger, Ph.D.                - 2 -                       January 5, 1994


SEVERANCE

1.    If you are terminated without cause by the Company during the first year
      of your employment, you will be paid an amount equal to one (1) year of
      your base salary. If you are terminated without cause after the first year
      of your employment, you will be paid an amount equal to six (6) months of
      your base salary.

As a regular employee and officer, of Nanogen, you will become eligible to
participate in Company sponsored benefits. If you have any questions related to
these, please feel free to contact me.

Employment at Nanogen is not for a specific term and can be terminated by you or
by the Company at any time for any reason, with or without cause. If you are
terminated for cause, any loan made to you by the Company will become due and
payable immediately.

If you accept this offer, the terms and conditions in this letter shall be the
terms of your employment. Any modifications or additions to these terms would
have to be in writing and signed by you and me.

Your employment pursuant to this offer is contingent upon its formal approval by
the Board and upon your executing a Consent Form and Proprietary Information and
Inventions Agreement which will be forwarded under separate cover.

Tina, all of us at Nanogen are excited about having you join the growing team at
Nanogen. We are very much looking forward to working with you in building an
exciting new company.

Very kind regards,                         ACCEPTED AND AGREED:             
                                          
NANOGEN, INC.
                                          
                                           /s/ TINA S. BERGER
                                           ----------------------------------
Howard C. Birndorf                         Tina S. Berger, Ph.D.
Chairman and Chief Executive Officer           1/6/94
                                           ----------------------------------
                                           Date