VP Operations Employment Agreement

EXHIBIT 10.1


EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT (the "Agreement") is made as of the third day of January 2005 between Sentigen Holding Corp. and subsidiaries, a Delaware corporation (the "Company") and Ronald C. Newbold (the "Employee").


RECITALS


WHEREAS, Employee desires to be employed by the Company upon the terms and conditions hereinafter set forth; and


WHEREAS, the Company desires to employ the Employee upon the terms and conditions hereinafter set forth.


WITNESSETH:


NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:


1. Employment.
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During the Employment Term (defined below), the Employee shall serve as the Executive Vice President of Commercial Operations of the Company with the authority and responsibilities typically associated with such position, and shall report to and perform such duties as are assigned by Joseph K. Pagano, Chairman of the Board of Directors of the Company.


2. Performance.
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(a) The Employee shall devote his entire business efforts, time, attention, skill and energy exclusively to the performance of his duties hereunder.


(b) The Employee represents and covenants to the Company that he is not subject or a party to any employment agreement, non-competition covenant, non-disclosure agreement, consulting or any similar agreement, covenant, understanding or restriction that would prohibit the Employee from executing this Agreement and performing his duties and responsibilities hereunder, or that would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to the Employee by the Company.


(c) The Employee shall at all times comply with policies and procedures adopted by the Company for its employees, including without limitation the procedures and policies adopted by the Company regarding conflicts of interest, but only to the extent such policies are not in conflict with the express provisions of this Agreement.


3. Term.
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The employment term of this Agreement shall commence as of the date of this Agreement and shall continue for a term of two years (the "Employment Term"), unless renewed


as set forth below or otherwise terminated in accordance with Section 11 hereof. The Employment Term shall automatically be renewed for an additional one year period at the end of the then effective Employment Term, unless the Company or Employee shall have provided the other party with at least 90 days' prior written notice that the Employment Term shall not be extended.


4. Base Compensation; Bonus.
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(a) For all services rendered by the Employee hereunder, the Company shall pay the Employee an annual salary at the rate of $205,000 for each full year of the Employment Term (the "Salary"), plus such additional amounts, if any, as may be approved by the Board, less withholding required by law or agreed to by the Employee, payable in installments at such times the Company customarily pays its other senior officers (but in any event no less often than monthly). The Salary shall be reviewed at least annually by the Board to determine if an increase (but not a decrease) is appropriate, which increase shall be in the sole discretion of the Board. The Employee alone, and not the Company, shall be responsible for the payment of all federal, state and local taxes in respect of the payments to be made and benefits to be provided under this Agreement or otherwise (except to the extent withheld or required to be withheld by the Company).


(b) Employee may receive bonuses on such dates, in such amounts and on such other terms as may be determined by the Board in its sole discretion. Upon the execution of this Agreement, Employee shall be paid a bonus of $25,000. Within one year from the date hereof, it is intended that the Board shall develop, with the assistance of Employee, a bonus plan which provides for the payment of an annual bonus (the "Bonus") to Employee, assuming Employee is still employed at the end of such year, upon achievement of certain operational and financial milestones. Notwithstanding the foregoing, the Bonus payable at the end of 2005 shall not be less than $25,000.


(c) Employee shall receive a $500 per month car allowance.


5. Incentive Compensation.
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On the date of this Agreement, the Company shall grant stock options (the "Options") to the Employee to purchase 50,000 shares of Company Common Stock at the fair market value of the Company's Common Stock on the date of grant under the Company's 2000 Performance Equity Plan pursuant to the terms of the Company's form of Stock Option Grant (the "Grant"). The Options will vest in equal annual installments over a four-year period except as provided in the Grant and Section 11(d) herein.


6. Expenses.
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The Employee shall be reimbursed for the reasonable business expenses incurred by him in connection with his performance of services hereunder during the Employment Term to the extent that such expenses are customarily paid to senior officers by the Company upon presentation of an itemized account and written proof of such expenses.


7. Other Benefits.
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The Employee shall be entitled to participate in and receive any fringe benefits customarily provided by the Company to its employees of comparable standing with the Employee (including, but not limited to, any profit-sharing, pension, hospital, major medical insurance and group life insurance plans as in effect from time to time in accordance with the terms of such plans), all as determined from time to time by the Board of Directors; provided, however, that the Company has no obligation to provide these benefits to its employees. Notwithstanding the foregoing, the Employee shall be entitled to (i) 15 vacation days in 2005, 5 sick days, 3 floating holidays and 2 personal days, (ii) term life and accidental death and dismemberment insurance policies in the aggregate amount of up to $450,000 of coverage, (iii) medical insurance, dental insurance and short-term and long-term disability insurance all with a 20% co-pay contribution by Employee, and (iv) participation in the Company's 401(k) plan after 90 days of employment with the Company.


8. Confidential Information.
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(a) The Employee agrees that the Confidential Information is the Company's exclusive property and shall not be copied or removed from the Company's premises except for Company business.


(b) The Employee will not, without the Company's prior written permission, disclose to anyone outside of the Company or use in other than the Company's business, either during or after the term of his employment with the Company, any Confidential Information. If the Employee leaves the employ of the Company, the Employee will return all copies of any Confidential Information to the Company.


(c) The Employee will hold all third-party confidential or proprietary information in the strictest confidence and do all things necessary for the Company to comply with the provisions of all contracts to which the Company is a party.


(d) For the purposes of Sections 8, 9 and 10 hereof:


(1) "Confidential Information" shall mean confidential or other proprietary information received, developed or learned by the Employee in connection with his employment with the Company, including without limitation, all data, reports, interpretations, research and development, forecasts, records, agreements, contracts and other documents (whether written or oral, and whether prepared by or on behalf of the Company) containing or otherwise reflecting information concerning the Company, its subsidiaries, affiliates, clients, customers, investors, joint venture and strategic partners, including without limitation, trade secrets, strategies, studies, know-how, techniques, marketing plans and opportunities, cost and pricing data, forecasts, customer lists, developments, improvements, discoveries, patents, patent applications, inventions, technologies, processes, formulas, research, methods, procedures, designs, models, testing systems, computer software and programs (including source code and related documentation), test and/or experimental data and results, laboratory notebooks, drawings and technical information and materials and other confidential business information.


(2) "Developments" shall mean any trade secret, idea, invention, improvement, patent, patent application, novel technique, design of a useful article (whether the design is ornamental or otherwise), computer program (including source and object code), data base, documentation and original works of authorship.


9. Assignment of Inventions and Original Works.
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(a) The Employee hereby assigns to the Company or to any party designated by the Company the entire right, interest and title to all Developments ...