Sample Business Contracts

Employment Agreement - Transgenomic Inc. and Collin D'Silva

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.
  • More Employment Agreements

Sponsored Links

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made as of March 1, 2000, by and between
Transgenomic, Inc., a Delaware corporation (the "Company"), and Collin D'Silva

         The Company and Employee desire to enter into an Employment Agreement
(this "Agreement"). Accordingly, the Company and Employee agree as follows:

         Section 1. EFFECTIVE DATE; POSITION; TERM. This Agreement shall become
effective on March 1, 2000 (the "Effective Date"). The Company shall employ
Employee as Chief Executive Officer. The initial term of the Agreement will be
for a minimum of four (4) years from the Effective Date, and the Agreement may
be extended upon mutual consent of the parties.

         Section 2.  POSITION AND DUTIES.  During the Employment Period:

                  (a) Employee shall have the normal responsibilities, duties
         and authorities of Chief Executive Officer.

                  (b) Employee shall report to the Board of Directors of the
         Company and Employee shall perform faithfully the executive duties
         assigned to him to the best of his ability in a diligent, trustworthy,
         businesslike and efficient manner and will devote his full business
         time and attention to the business and affairs of the Company and its
         Subsidiaries and Affiliates; provided, however, that Employee may serve
         as a director of or a consultant to other corporations which do not
         compete with the Company, nonprofit corporations, civic organizations,
         professional groups and similar entities.

                  (c) For purposes of this Agreement, "Subsidiary" shall mean
         any corporation or other entity of which securities having a majority
         of the voting power in electing directors or comparable management are,
         at the time of determination, owned by the Company, directly or through
         one or more Subsidiaries.

                  (d) For purposes of this Agreement, "Affiliate" of any
         particular person means any other person controlling, controlled by or
         under common control with such particular person.


         Section 3.  BASIC COMPENSATION.

                  (a) BASE SALARY. As compensation for his services hereunder,
the Company shall pay to Employee during the Employment Period an initial base
salary of $132,000.00 per year.

         Base Salary shall be payable in equal installments in arrears on a
biweekly basis or as otherwise may be mutually agreed upon.

         The salary will be reviewed and determined by the Compensation
Committee of the Board of Directors.

         Section 4. BONUS. In addition to the Base Salary, Employee shall be
eligible to receive an annual bonus based on Employee's performance in
conjunction with specific mutually agreed goals and objectives defined prior to
such calendar year payable at such time or times during or following each
calendar year as shall be determined by the Chief Executive Officer and the
Board of Directors (the "Board") or a committee thereof in its sole discretion
and based on formulas to be determined each year by the Board or such committee
in its sole discretion for the Company's management bonus plan.

         Section 5. PARTICIPATION IN EMPLOYEE BENEFIT PLANS. Employee will be
entitled to participate in all Company salaried employee benefit plans and
programs, subject to the terms and conditions of each such employee benefit plan
or program and to the extent commensurate with his position as Chief Executive

         Section 6.  OTHER BENEFITS.

                  (a) VACATION. Employee shall initially be entitled to four
         weeks' paid vacation each year.

                  (b) INSURANCE. The Company shall make available to Employee
         health, hospitalization, major medical insurance and dental insurance
         (including dependent coverage), and other benefits from time to time
         provided to employees.

         Section 7. BUSINESS EXPENSES. The Company shall reimburse Employee for
all reasonable expenses incurred by him in the course of performing his duties
under this Agreement which are consistent with the Company's policies in effect
from time to time with respect to travel, entertainment and other business
expenses, subject to the Company's requirements with respect to report and
documentation of such expenses.


                  (a) EVENTS OF TERMINATION AND SEVERANCE PAYMENT. In the event


         during the term of this Agreement, Employee is discharged for any
         reason other than for Just Cause (as defined below), Employee shall be
         entitled to receive certain payment (the "Severance Payment") following
         termination of employment. Severance Payment will be made at the
         Employees then current base salary for an amount equal to 12 (twelve)
         months' salary.

                  (b) "Just Cause" means embezzlement or misappropriation of
         corporate funds, other acts of dishonesty, significant activities
         materially harmful to the reputation of the Company as reasonably
         defined by the Company, commission of a felony, willful refusal to
         perform or substantial disregard of the duties properly assigned,
         significant violation of any statutory or common law, duty of loyalty
         to the Company or a material violation of Section 10 or 11 below, or
         takes any other action materially detrimental to the best interest of
         the Company as reasonably determined by the Company.

         event Employee breaches or otherwise fails to comply with the
         provisions of Section 10 or 11 below, then, in addition to any other
         remedies provided herein or at law or in equity, the Company shall have
         the right to require return of any severance payment made to the
         Employee. Return of such Severance Payment pursuant to the preceding
         sentence shall not relieve Employee's obligations pursuant to Section
         10 or 11 below.

         Section 9. ASSIGNMENT AND SUCCESSION. (a) The rights and obligations of
the Company under this Agreement shall inure to the benefit of and be binding
upon its respective successors and assigns, and Employee's rights and
obligations hereunder shall inure to the benefit of and be binding upon his
successors and permitted assigns, whether so expressed or not.

                  (b) Employee acknowledges that the services to be rendered by
         him hereunder are unique and personal. Accordingly, Employee may not
         pledge or assign any of his rights or delegate any of his duties or
         obligations under this Agreement without the express prior written
         consent of the Company.

                  (c) The Company may not assign its interest in or obligations
         under this Agreement without the prior written consent of Employee.

         Section 10. CONFIDENTIAL INFORMATION. (a) Employee acknowledges that
the information, observations and data obtained by him during the course of his
performance under this Agreement concerning the business or affairs of the
Company and its Subsidiaries is the property of the Company or such Subsidiary,
as the case may be. Therefore, during the Employment Period and at all times
thereafter, Employee will not directly or indirectly use, divulge, furnish or
make accessible to any unauthorized person or use for his own account any
confidential or proprietary information or trade secrets of the Company or any
of its


Subsidiaries without the Board's prior written consent except and to the extent
required by law (and upon prompt written notice of such requirement to the
Company and such Subsidiary) any of such information, observations or data
without the Board's prior written consent unless and to the extent that the
aforementioned matters become generally known to and available for use by the
public other than as a result of Employee's acts or omissions to act. In the
event Employee shall be required by law to make any disclosure as set forth
above, Employee shall promptly notify the Company and such Subsidiary in writing
of the basis for and the extent of the required disclosure and shall cooperate
with the Company and such Subsidiary to preserve in full the confidentiality of
all intellectual property, trade secrets, confidential information and other
proprietary rights of the Company and such Subsidiary. For purposes hereof,
confidential information does not include any information that has become
publicly known are made generally available through no wrongful act of Employee
or of any other person who is subject to a confidentiality agreement with the

                 (b) Employee agrees to deliver to the Company at the
         termination of his employment, or at any other time upon written
         request by the Company, all memoranda, notes, plans, records, reports
         and other documents relating to the business of the Company and its
         Subsidiaries which he may then possess or have under his control.

         Section 11. COVENANT NOT TO COMPETE. (a) Employee agrees that during
the Employment Period, and for one year after the Termination Date (the
"Noncompete Period"), he will neither directly nor indirectly engage in, have
any interest in, own, manage, operate, control, be connected with as a
stockholder, joint venturer, officer, employee, partner or consultant or invest
or participate in a business competing with any of the businesses then conducted
(or, to the knowledge of Employee, planned to be conducted within one year) by
the Company or any of its successors or then Subsidiaries, within any
geographical area in which the Company or its Subsidiaries engage or plan within
one year to engage in any such businesses. During the Noncompete Period,
Employee shall not directly or indirectly through another entity (i) induce or
attempt to induce any employee of the Company or any Subsidiary to leave the
employ of the Company or such Subsidiary, or in any way interfere with the
relationship between the Company or any Subsidiary and any employee thereof,
(ii) hire any person who was an employee of the Company or any Subsidiary at any
time during the Employment Period or (iii) induce or attempt to induce any
customer, supplier, licensee or other business relation of the Company or any
Subsidiary to cease doing business with the Company or such Subsidiary, or in
any way interfere with the relationship between any such customer, supplier,
licensee or business relation and the Company or any Subsidiary.

                  (b) Nothing contained in this Section 11 shall prevent
         Employee from owning up to a 5% interest in any corporation or entity
         having one or more classes of its securities listed on a national
         securities exchange or publicly traded in the over-the-counter market,
         provided Employee is not actively involved in the operation or
         management of such corporation or entity. Nothing contained herein
         shall prevent Employee from serving as a paid consultant to other
         companies or serving as a


         member of the Board of Directors of other corporations.

                  (c) If, under the circumstances existing at the time of
         enforcement of this Section 11, the period, scope or geographic area
         described in this Section 12 shall be found or held to be unreasonable,
         the parties hereto agree that the maximum period, scope or geographic
         area reasonable under the circumstances shall be substituted for the
         stated period, scope or geographic area.

         Section 12. CONFLICTS OF INTEREST POLICIES. Employee shall diligently
adhere to the Company's Conflict of Interest Policy as adopted by the Board and
in effect from time to time.

         Section 13. ARBITRATION AND EQUITABLE REMEDIES. (a) Except as provide
in Section 13(b) hereof, the parties agree that any dispute or controversy
arising out of, relating to, or concerning the interpretation, construction,
performance or breach of this Agreement, shall be settled by arbitration to be
held in Nebraska, in accordance with the Employment Dispute Resolution rules of
the American Arbitration Association then in effect. The arbitrator may grant
injunctions or other relief in such dispute or controversy and the decision of
the arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator's decision in any court
having jurisdiction. The Company and Employee shall each pay one-half of the
costs and expenses of such arbitration, and each shall separately pay the fees
and expenses of their respective legal counsel.


                  (b) Notwithstanding paragraph (a) of this Section 13, the
         parties agree that, in the event of the breach or threatened breach of
         Sections 10, 11 or 12 of this Agreement by Employee, monetary damages
         alone would not be an adequate remedy to the Company and its
         Subsidiaries for the injury that would result from such breach, and
         that the Company and its Subsidiaries shall be entitled to apply to any
         court of competent jurisdiction for specific performance and/or
         injunctive relief (without posting bond or other security) in order to
         enforce or prevent any violation of such provisions of this Agreement.
         Employee further agrees that any such injunctive relief obtained by the
         Company or any of its Subsidiaries shall be in addition to monetary

         Section 14. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless Employee for any and all actions taken by Employee in carrying out his
duties under this Agreement.

         Section 15 ENTIRE AGREEMENT. This Agreement represents the entire


between the parties relating to the subject matters covered hereby and shall
supersede any prior understandings, agreements or representations by or between
the parties, written or oral, which may have related to the subject matter
hereof in any way and shall not be amended or waived except in a writing signed
by the parties hereto.

         Section 16. NOTICES. Any notice or request required or permitted to be
given hereunder shall be in writing and will be deemed to have been given (i)
when delivered personally, sent by telecopy (with hard copy to follow) or
overnight express courier or (ii) five days following mailing by certified or
registered mail, postage prepaid and return receipt requested, to the addresses
below unless another address is specified by such party in writing:

        <S>                       <C>
        To the Company:           Transgenomic, Inc.
                                  5600 South 42nd Street
                                  Omaha, NE  68107
                                  Telephone:  (402) 738-5480
                                  Telecopy:   (402) 733-1264

        To the Employee:          Collin D'Silva
                                  5600 South 42nd Street
                                  Omaha, NE  68107
                                  Telephone: (402)  738-5480
                                  Telecopy:  (402) 733-1264

         Section 17. HEADINGS. The article and section headings herein are for
convenience of reference only and shall not define or limit the provisions

         Section 18. APPLICABLE LAW. The corporate law of the State of Delaware
will govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement shall be governed by the internal laws of the
State of Nebraska.

         Section 19. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held prohibited by,
invalid or unenforceable in any respect under applicable law, such provision
will be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.

         Section 20. AMENDMENTS AND WAIVERS. Any provision of this Agreement may
be amended or waived only with the prior written consent of the Company and

         Section 21. NO STRICT CONSTRUCTION. The language used in this Agreement
will be


deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction will be applied against any party

         Section 22. COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

         Section 23. EMPLOYEE REPRESENTATIONS. Employee hereby represents and
warrants to the Company that (i) the execution, delivery and performance of this
Agreement by Employee does not and will not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Employee is a party or by which he is bound, (ii) Employee is
not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Employee, enforceable in accordance with its

         Section 24. SURVIVAL. Sections 10, 11 and 14 shall survive and continue
in full force in accordance with their terms notwithstanding any termination of
the Employment Period.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by its duly authorized officer and Employee has signed this Agreement as of the
date first written above.

                               TRANSGENOMIC, INC.

                               By /s/Stephen F. Dwyer
                                  Name:  Stephen F. Dwyer
                                  Title:    Director


                              /s/Collin D'Silva
                              Name: Collin D'Silva