Employment Agreement

EXHIBIT 10.6


EMPLOYMENT AGREEMENT


THIS IS AN EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 1st day of May, 1999, by and between DIANON Systems, Inc., a Delaware corporation ("DIANON"), and Dana Shapiro ("Employee").


RECITALS:


WHEREAS, DIANON has acquired substantially all of the assets and business of Kyto Meridien Diagnostics, L.L.C., a New York limited liability company ("Kyto Meridien"), pursuant to the terms of an Asset Purchase Agreement dated as of April 7, 1999, by and among DIANON, Kyto Meridien, Kyto Diagnostics, L.P., Meridien Diagnostics Labs, Inc., Ralph M. Richart, M.D., and A. Bruce Shapiro (the "Asset Purchase Agreement"); and


WHEREAS, DIANON desires to employ Employee for a period commencing as of the Closing Date ("Closing Date") of the Asset Purchase Agreement and ending two years from that date and Employee desires to work for DIANON for such period on the terms and conditions hereinafter provided; and


WHEREAS, Employee's position with Kyto Meridien has given her access to and familiarity with the confidential information and business of Kyto Meridien acquired by DIANON and her employment with DIANON will give her access to and familiarity with the confidential information and business of DIANON; and


WHEREAS, DIANON would be irreparably harmed if Employee should disclose any of the confidential information which Employee has acquired and will acquire or by entering into any activity competing with DIANON or the business of Kyto Meridien acquired by DIANON.


NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions of this Agreement, Employee and DIANON agree as follows:


1. EMPLOYMENT. DIANON hereby employs Employee to serve as the Cytology Supervisor at the Woodbury facility. Employee's duties shall include: (i) part-time (as defined below) service as statutory Cytology Supervisor and provision of overall supervision and direction of cytotechnologists at the laboratory facility acquired by DIANON from Kyto Meridien currently located at 40 Crossways Park Drive in Woodbury, New York; (ii) performance of all requirements of a cytology supervisor specified under CLIA, New York State law and other federal, state and local laws, rules and regulations; (iii) assuring that the laboratory facility for which she serves as cytology supervisor is in compliance with applicable laws, rules and regulations; and (iv) such other tasks and assignments commensurate with her position that are reasonably assigned to her by the senior management of DIANON. Employee shall have a reporting relationship with the general manager of Kyto Meridien or such other person or persons as are designated by the President of DIANON.


For purposes of this Agreement, the term "part-time" means an on-site schedule from 9 a.m. to 2 p.m. (hereinafter referred to as a "work day"), on normal business days, two hundred and sixty (260) days per year less such four weeks (twenty business days) vacation, holiday and


other paid time off days (hereinafter referred to as "paid time off days") to which Employee is entitled. Employee may work fewer work days than otherwise would be required by the preceding sentence, provided that: (a) compensation under Section 2(a) below shall be paid only for actual work days performed by Employee or paid time off days recognized by DIANON; and (b) Employee shall provide no less than two (2) calendar weeks advance notice to the general manager of Kyto Meridien prior to taking additional days off.


During her employment Employee shall at all times conduct herself and perform her professional services in a proficient and professional manner, in accordance with the applicable standards of care and the highest standards of ethics of the medical profession.


2. COMPENSATION. As full consideration for the services rendered by Employee pursuant to this Agreement, together with Employee's undertakings pertaining to the preservation of confidential information and the restrictive covenant set forth, respectively, in Sections 4 and 5 below, DIANON shall, during the term of this Agreement, compensate Employee as follows:


(a) DIANON shall pay Employee on a biweekly (once every two weeks) basis a per diem equal to two hundred eighty-eight dollars and forty-six cents ($288.46) for each work day performed by Employee and each paid time off day during the preceding two week pay period, provided that the total of all such payments shall not exceed seventy-five thousand ($75,000) dollars in any one year;


(b) DIANON shall reimburse the reasonable business expenses of Employee in performing her duties hereunder in accordance with such policies regarding employee expenses as DIANON may have in effect from time to time during the term;


(c) Employee shall be eligible for group health insurance benefits as are generally provided by DIANON to its employees subject to the terms and conditions, including eligibility conditions other than status as a full-time or part-time employee, that are applicable to such health insurance programs. Employee shall be eligible for such other employee benefits as are generally provided by DIANON to its employees subject to the terms and conditions, including eligibility conditions, of any applicable employee benefit plan or program; provided that, during the period of employee conversion, as determined by DIANON consistent with the requirements of the Asset Purchase Agreement, Employee shall be entitled to such Kyto Meridien benefits that are required by Section 7(c) of the Asset Purchase Agreement to be extended to all Kyto Meridien employees hired by DIANON;


(d) Upon termination of employment, Employee may, at her own cost and in accordance with the requirements of COBRA, extend her employee insurance benefits.


3. TERM. Unless sooner terminated in accordance with Section 9 below, the term of this Agreement and Employee's employment shall commence on the Closing Date of the Asset Purchase Agreement and end on the second anniversary thereof.


4. CONFIDENTIAL INFORMATION. From and after the date hereof, Employee will not, directly or indirectly, use for her own benefit or purposes, or disclose to, or use for the benefit or purpose of any person or entity other than DIANON, any confidential information, knowledge or data relating to the business or operations of DIANON or those acquired by


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