Attached files
| file | filename |
|---|---|
| 10-K - NEOGENOMICS INC | v178787_10k.htm |
| EX-31.1 - NEOGENOMICS INC | v178787_ex31-1.htm |
| EX-32.1 - NEOGENOMICS INC | v178787_ex32-1.htm |
| EX-31.3 - NEOGENOMICS INC | v178787_ex31-3.htm |
| EX-31.2 - NEOGENOMICS INC | v178787_ex31-2.htm |
| EX-10.43 - NEOGENOMICS INC | v178787_ex10-43.htm |
| EX-10.41 - NEOGENOMICS INC | v178787_ex10-41.htm |
Exhibit
10.42
November
9, 2009
Mr. Jack
Spitz
951
Longwood Club Place
Longwood,
FL 32750
Dear
Jack,
On behalf
of NeoGenomics Laboratories (“NeoGenomics” or the “Company”), it is my pleasure
to extend this offer of employment for the Vice President of Laboratory
Operations position to you. If the following terms are satisfactory,
please countersign this letter (the “Agreement”) and return a copy to me at your
earliest convenience.
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Position:
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Vice
President (VP) of Laboratory Operations
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Duties:
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As
VP of Lab Ops, you will report to the President of the Company or such
other person as may be appointed by the President or CEO and you will be
responsible for the laboratory’s technical, administrative and financial
operations of the laboratory. This will include any/all lab sites the
company has which currently include Ft. Myers, FL (corporate
headquarters), Nashville, TN and Irvine, CA. In addition you
may be assigned other duties by the President or CEO, or by the Board’s
designee in the absence of the President or CEO.
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Start
Date:
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On
or before December 7, 2009.
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Base
Salary:
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$210,000/year,
payable bi-weekly. The parties agree that this salary is for a
full-time position. Increases in base salary may occur annually
at the discretion of the President of the Company with the approval of the
CEO and the Compensation Committee of the Board of
Directors.
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Relocation:
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You
will be eligible for relocation assistance should you agree to establish a
residence in the greater Fort Myers area no later than December 1,
2010. Please refer to the terms in the attached Relocation
Agreement.
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Bonus:
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Beginning
with the fiscal year ending December 31, 2010, you will be eligible to
receive an incentive bonus payment which will be targeted at 30% of your
Base Salary based on 100% achievement of the goals set forth for you by
the President or CEO of the Company and approved by the Board of Directors
for such fiscal year. Such goals will have overall company
performance targets and individual performance
targets.
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NeoGenomics Laboratories Florida
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NeoGenomics Laboratories California
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12701 Commonwealth Drive, Suite 5 • Fort Myers, FL 33913
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6 Morgan, Suite 150 • Irvine, CA 92618
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Telephone: (866) 776-5907 • Fax: (239) 768-0711
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NeoGenomics Laboratories Tennessee
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www.neogenomics.org
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618 Grassmere Park Drive Unit 20 • Nashville, TN 37211
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Benefits:
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You
will be entitled to participate in all medical and other benefits that the
Company has established for its employees in accordance with the Company’s
policy for such benefits at any given time. Other benefits may
include but not be limited to: short term and long term disability,
dental, a 401K plan, a section 125 plan and an employee stock purchase
plan.
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Paid
Time Off:
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You
will be eligible for 4 weeks of paid time off (PTO)/year (160 hours),
which will accrue on a pro-rata basis beginning from your hire date and be
may carried over from year to year. It is company policy that
when your accrued PTO balance reaches 160 hours, you will cease accruing
PTO until your accrued PTO balance is 120 hours or less – at which point
you will again accrue PTO until you reach 160 hours. You are eligible to
use PTO after completing 3 months of employment. In addition to paid time
off, there are also 6 paid national holidays and 1 “floater” day available
to you.
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Stock
Options:
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You
will be granted stock options to purchase up to 150,000 shares of the
common stock of the Company’s publicly-traded holding company,
NeoGenomics, Inc., a Nevada corporation, at an exercise price equivalent
to the closing price per share at which such stock was quoted on the
NASDAQ Bulletin Board on the day prior to your Start Date. The grant of
such options will be made pursuant to the Company’s stock option plan then
in effect and will be evidenced by a separate Option Agreement, which the
Company will execute with you within 60 days of receiving a copy of the
Company’s Confidentiality, Non-Competition and Non-Solicitation Agreement
which has been executed by you. So long as you remained
employed by the Company, such options will have a five-year term from the
grant date and will vest according to the following
schedule:
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Time-Based
Vesting
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37,500 options
will vest at the first year anniversary of your Start
Date
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3,125 options
will vest each month beginning on the 13th monthly anniversary of your
Start Date and continuing on each monthly anniversary thereafter until the
fourth anniversary of your Start Date
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If
for any reason you resign prior to the time which is 12 months from your
Start Date, you will forgo all such options. Furthermore, you understand
that the Company’s stock option plan requires that any employee who leaves
the employment of the Company will have no more than three (3) months from
their termination date to exercise any vested options.
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The
Company agrees that it will grant to you the maximum number of Incentive
Stock Options (“ISO’s”) available under current IRS guidelines and that
the remainder, if any, will be in the form of non-qualified stock
options.
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2
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Termination
Without Cause: |
If
the Company terminates you without “Cause” for any reason during the Term
or any extension thereof, then the Company agrees that as severance it
will continue to pay you your Base Salary and maintain your employee
benefits for a period that is equal to six (6) months of your employment
by the Company, beginning on the date of your termination
notice.
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For
the purposes of this letter agreement, the Company shall have “Cause” to
terminate your employment hereunder upon: (i) failure to
materially perform
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and
discharge your duties and responsibilities under this Agreement (other
than any such failure resulting from incapacity due to illness) after
receiving written notice and allowing you ten (10) business days to cure
such failures, if so curable, provided, however, that after one such
notice has been given to you, the Company is no longer required to provide
time to cure subsequent failures under this provision, or (ii) any breach
by you of the provisions of this Agreement; or (iii) misconduct which, in
the opinion and sole discretion of the Company, is injurious to the
Company; or (iv) any felony conviction involving the personal dishonesty
or moral turpitude, or (v) engagement in illegal drug use or alcohol abuse
which prevents you from performing your duties in any manner, or (vi) any
material misappropriation, embezzlement or conversion of the Company’s or
any of its subsidiary’s or affiliate’s property or business opportunities
by you; or (vii) willful misconduct by you in respect of your duties or
obligations under this Agreement and/or the Confidentiality,
Non-Solicitation, and Non-competition Agreement.
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You
acknowledge and agree that any and all payments to which you are entitled
under this Section are conditioned upon and subject to your execution of a
general waiver and release, in such reasonable form as counsel for each of
the Company and you shall agree upon, of all claims you have or may have
against the Company.
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Confidentiality,
Non-Compete,
&
Work +Products: |
You
agree that prior to your Start Date, you will execute the Company’s
Confidentiality, Non-Competition and Non-Solicitation Agreement attached
to this letter as Exhibit 1. You understand that if you should
fail to execute such Confidentiality, Non-Competition and Non-Solicitation
Agreement in the agreed-upon form, it will be grounds for revoking this
offer and not hiring you. You understand and acknowledge that
this Agreement shall be read in pari materia with
the Confidentiality, Non-Competition and Non-Solicitation Agreement and is
part of this Agreement.
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Executive’s
Representations:
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You
understand and acknowledge that this position is an officer level position
within NeoGenomics. You represent and warrant, to the best of
your knowledge, that nothing in your past legal and/or work experiences,
which if became broadly known in the marketplace, would impair your
ability to serve as an officer of a public company or materially damage
your credibility with public shareholders. You further
represent and warrant, to the best of your knowledge, that, prior to
accepting this offer of employment, you have disclosed all material
information about your past legal and work experiences that would be
required to be disclosed on a Directors’ and Officers’ questionnaire for
the purpose of determining what disclosures, if any, will need to be made
with the SEC. Prior to the Company’s next public filing, you
also agree to fill out a Director’s and Officer’s questionnaire in form
and substance satisfactory to the Company’s counsel. You
further represent and warrant, to the best of your knowledge, that you are
currently not obligated under any form of non-competition or
non-solicitation agreement which would preclude you from serving in the
position indicated above for NeoGenomics or soliciting business
relationships for any laboratory services from any potential customers in
the United States.
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3
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Miscellaneous:
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(i) |
This
Agreement supersedes all prior agreements and understandings between the
parties and may not be modified or terminated orally. No
modification or attempted waiver will be valid unless in writing and
signed by the party against whom the same is sought to be
enforced.
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| (ii) |
The
provisions of this Agreement are separate and severable, and if any of
them is declared invalid and/or unenforceable by a court of competent
jurisdiction or an arbitrator, the remaining provisions shall not be
affected.
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| (iii) |
This
Agreement is the joint product of the Company and you and each provision
hereof has been subject to the mutual consultation, negotiation and
agreement of the Company and you and shall not be construed for or against
either party hereto.
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| (iv) |
This
Agreement will be governed by, and construed in accordance with the
provisions of the law of the State of Florida, without reference to
provisions that refer a matter to the law of any other
jurisdiction. Each party hereto hereby irrevocably submits
itself to the exclusive personal jurisdiction of the federal and state
courts sitting in Florida; accordingly, any matters involving the Company
and the Executive with respect to this Agreement may be adjudicated only
in a federal or state court sitting in Lee County,
Florida.
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| (v) |
This
Agreement may be signed in counterparts, and by fax or by PDF, each of
which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument
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| (vi) |
Within
three days of your start date, you will need to provide documentation
verifying your legal right to work in the United States. Please
understand that this offer of employment is contingent upon your ability
to comply with the employment verification requirements under federal laws
and that we cannot begin payroll until this requirement has been
meet.
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| (vii) |
Employment
with NeoGenomics is an “at-will” relationship and not guaranteed for any
term. You or the Company may terminate employment at anytime
for any reason.
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(Signatures
Appear on the Next Page)
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Jack, I
know that with your help we can build a world-class laboratory with a national
footprint and a team focused on the highest quality standards. I am
looking forward to working with you as we drive NeoGenomics to new
heights. Welcome aboard!
Sincerely,
Robert
Gasparini, M.S., CLSp (CG), CLDir
President
and Chief Scientific Officer
Agreed
and Accepted:
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Jack
Spitz
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Date
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