Sample Business Contracts

Employment Agreement [Amendment No. 1] - Nanogen Inc. and Kieran Gallahue

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, except where indicated, is made by and between NANOGEN, INC., a
Delaware corporation (the "Company"), and KIERAN GALLAHUE (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 mutual
promises set forth herein, agree as follows:

                                      TERMS

     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.   TITLE/RESPONSIBILITIES. In Article II TITLE/RESPONSIBILITIES,
          Executive's title, effective as of September 1, 2000, shall be amended
          to "President, Chief Financial Officer and Treasurer," from "Senior
          Vice President, Chief Financial Officer and Treasurer."

     3.   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.

     4.   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.

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

     6.   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


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          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.

     7.   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


                                                 EXECUTIVE
                                                      /s/ KIERAN GALLAHUE
                                                  ------------------------------
                                                           Kieran Gallahue