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8-K - 8-K - GenMark Diagnostics, Inc.d727950d8k.htm

Exhibit 99.1

 

LOGO   

GenMark Diagnostics, Inc.

5964 La Place Court

Carlsbad, CA 92008

  

Tel 1 800 373 6767

Fax 1 760 448 4301

www.genmarkdx.com

May 6, 2014

Scott Mendel

[ADDRESS]

Dear Scott:

Clinical Micro Sensors, Inc. d.b.a. GenMark Diagnostics, Inc. (“GenMark Dx”) is pleased to offer you employment in the position of Chief Financial Officer, reporting directly to Hany Massarany, President and CEO, with a start date of May 13, 2014.

Your annual gross salary will be $320,000 to be paid on a bi-weekly basis in keeping with GenMark Dx’s standard payroll practices and procedures. In addition, you will be eligible to participate in the GenMark Dx performance incentive bonus program with a potential variable earning opportunity of 50% of your base salary.

We are also pleased to provide you with a New Hire Inducement Grant of 84,002 Non-Qualified Stock Options and 53,764 Restricted Share Units to be approved by the Board and priced at the closing price on your start date, May 13, 2014. The Stock Option vesting schedule would be a 25% cliff vest at the one year anniversary of the date of grant and the remaining 75% in equal monthly installments for three years thereafter. The Restricted Shares vesting schedule would be a 25% cliff vest at the one year anniversary of the date of grant and the remaining 75% in equal quarterly installments for three years thereafter.

Additionally, you will be provided a severance provision of six months’ base salary continuation, including health care and benefits coverage, in the event you are terminated by GenMark Dx for any reason other than Cause. As a member of the GenMark Dx Senior Leadership Team, you will also be eligible for accelerated vesting upon a Change in Control, per GenMark Dx’s “Amendment of Stock Option Agreement.”

You will also be entitled to participate in the benefit plans offered by GenMark Dx, subject to the eligibility requirements, terms and conditions of those plans. The benefits offered at this time include 15 vacation days pay, 10 sick days, holiday pay, life insurance, health insurance, disability insurance, Employee Stock Purchase Plan, and a 401k plan, in accordance with GenMark Dx policies and subject to the company’s right to modify, add, and delete any benefit plan.

You understand and agree that during your employment you are required to comply with GenMark Dx’s policies and procedures.

-continued-


Mendel Offer

Page 2

In making you this offer, we relied on your representation that you are not bound by any non-compete or non-solicitation provision that would prevent or restrict you from carrying out your job responsibilities for GenMark Dx. You also promise and represent that you will not bring with you to GenMark Dx, or use while employed by the Company, any confidential or trade secret information of a previous employer.

In addition, as a condition of accepting this offer, you are also agreeing that you have reviewed and signed the Confidentiality and Invention Assignment Agreement.

Employment with GenMark Dx is “employment at will.” This means that your employment is not for a designated period of time and that either you or GenMark Dx can terminate the employment at any time, with or without cause. The at-will nature of this employment relationship cannot be changed except by an express written agreement signed by the Chairman of GenMark Dx. The other terms of this offer of employment may not be amended without an express written agreement signed by both parties.

This job offer is also contingent upon successful completion of a post offer background check.

Please sign the acceptance below to formally accept this offer of employment.

Congratulations and we look forward to welcoming you to the GenMark Dx team during this very exciting phase of our company’s transformation!

Sincerely,

 

 

LOGO

Jennifer Williams

SVP Human Resources

By accepting, I agree to all terms of this offer and the Confidentiality and Non-Disclosure Agreement.

 

/s/ Scott Mendel

        May 7, 2014
Scott Mendel         Date