Sample Business Contracts

Employment Agreement [Amendment No. 1] - Nanogen Inc. and Howard C. Birndorf

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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                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     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 HOWARD C. BIRNDORF (the "Executive").

                                    RECITALS

     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
Executive's continued employment with the Company, agree as follows:

                                      TERMS

1.   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.

2.   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.

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

4.   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
     judgment.

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


<PAGE>

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

                                                     NANOGEN, INC.

                                                 By:  /s/ KIERAN GALLAHUE
                                                    --------------------------
                                                        Kieran Gallahue
                                                        President and

                                                 EXECUTIVE
                                                      /s/ HOWARD C. BIRNDORF
                                                  ------------------------------
                                                          Howard C. Birndorf