{"id":39438,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-orchid-biocomputer-inc-and-dale-r-pfost.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-orchid-biocomputer-inc-and-dale-r-pfost","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-orchid-biocomputer-inc-and-dale-r-pfost.html","title":{"rendered":"Employment Agreement &#8211; Orchid Biocomputer inc. and Dale R. Pfost"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n                              --------------------\n\n     EMPLOYMENT AGREEMENT, effective November 1, 1996 (the \"Effective Date\"), by\nand between ORCHID BIOCOMPUTER, INC., a Delaware corporation (the \"Company\"),\nand DALE R. PFOST, Ph.D., an individual (the \"Executive\").\n\n                             PRELIMINARY STATEMENTS\n                             ----------------------\n\n     WHEREAS, the Company wishes to employ the Executive as Chairman, President\nand Chief Executive Officer of the Company;\n\n     WHEREAS, Sarnoff Corporation (\"Sarnoff\") owns the majority of outstanding\nshares of the Company;\n\n     WHEREAS, the Executive wishes to enter into the employ of the Company as\nits Chairman, President and Chief Executive Officer; and\n\n     WHEREAS, the parties understand and acknowledge that there are ongoing\ndiscussions about the possible acquisition by the Company of various technology\nrights related to the area of clinical diagnostics, and the parties anticipate\nthat with Sarnoff's consent and cooperation there may be a transaction to have\nsuch technology rights added to the Company's technology portfolio.\n\n     NOW, THEREFORE, in consideration of the foregoing and of the respective\ncovenants and agreements of the parties herein contained, the parties hereto,\nintending to be legally bound, hereby agree as follows:\n\n1.  TERM OF EMPLOYMENT.\n    ------------------ \n\n     Subject to the provisions for termination set forth in this Agreement, the\nCompany will employ the Executive, and the Executive will serve the Company, as\nChairman, President and Chief Executive Officer of the Company, for a period\ncommencing on the Effective Date and continuing until terminated in accordance\nwith the terms and condition of this Agreement (\"Term of Employment\"). The\nparties understand and agree that the Executive shall be an at-will employee of\nthe Company.\n\n2.   POSITIONS AND DUTIES.\n     -------------------- \n\n     2.1  Duties. During the Term of Employment, the Executive will serve as\n          ------                                                            \nChairman, President and Chief Executive Officer of the Company with\nresponsibility for the business, affairs and operations of the Company, subject\nto the terms of this Employment Agreement and subject to the direction and\ncontrol of the Board of Directors of the Company. The Executive will, during the\nTerm of Employment, serve the Company faithfully, diligently and competently and\nto the best of his ability, and will hold, in addition to the offices of\nChairman, President and Chief Executive Officer of the Company, such other\nexecutive offices in the Company to which he may be elected, appointed or\nassigned by the Board of Directors from time to time and will discharge such\nexecutive duties in connection therewith. The Executive shall devote all of his\nbusiness time to the performance of his duties hereunder; provided, however,\nthat, notwithstanding any provision in this Employment Agreement to the\ncontrary, the Executive \n\n \nshall not be precluded from devoting reasonable periods of time required for\nserving as a member of committees or advisory boards or board(s) of directors of\ncompanies or organizations which have been approved by the Board of Directors of\nthe Company so long as such memberships or activities do not interfere with the\nperformance of the Executive's duties hereunder and are not contrary to the\nbusiness or other interests of the Company. In this respect the Executive is\ncurrently serving on two such boards of directors and agrees to resign from\neither or both with six months' advance written notice should the Board of the\nCompany decide that continuation of these directorships would not be in the best\ninterests of the Company. One such directorship is Pangea Systems, Inc., an\ninformatics company working in the drug discovery area, and the other is Spectra\nScience, which is engaged in laser-based technologies.\n\n     2.2  Nomination to Board. So long as the Executive is the Chairman,\n          -------------------                                           \nPresident and\/or Chief Executive Officer of the Company, Sarnoff and the Company\nwill continue to use diligent efforts to maintain Executive's election as a\ndirector and Chairman of the Board of Directors of the Company.\n\n3.  COMPENSATION.\n    ------------ \n\n     3.1  Salary. The Company will, commencing with the Effective Date and\n          ------                                                          \nduring the Term of Employment, pay to the Executive as compensation for the\nperformance of his duties and obligations hereunder a salary at the rate of Two\nHundred Twenty-Five Thousand Dollars ($225,000) per annum (\"Salary\"), payable in\napproximately equal installments not less than twice per month and otherwise in\naccordance with the Company's customary payroll practice. Such base salary shall\nbe reviewed, and any increases in the amount thereof shall be determined, by the\nBoard of Directors of the Company or a compensation committee formed by the\nBoard of Directors of the Company at the end of each 12-month period of\nemployment after the Effective Date during the Term of Employment. Such review\nin the first instance shall take place in the first quarter of 1998 and will\nreflect the more-than-one-year nature of the review and any appropriate\ncompensation adjustments on an approved pro rata basis.\n\n     3.2  Shares Issued Upon Execution. The Company shall issue to the Executive\n          ----------------------------                                          \nas of the date of execution hereof 99,333 shares of the Company's common stock\n(the \"Shares\"). The Company shall from time to time execute, or use diligent\nefforts to cause to be executed, all such documents and agreements as are\nnecessary to vest in the Executive such rights with respect to the Shares that\nare no less favorable than the preferential treatment (including without\nlimitation, liquidation preference and anti-dilution rights) granted to other\ncurrent or future holders of Common Stock.\n\n          3.2.1  Additional Blue Chip Technology Shares. The Company as of the\n                 --------------------------------------                       \nexecution date of this Agreement is in the process of concluding a transaction\nwhereby Sarnoff will license to the Company certain technology commonly referred\nto as the \"Blue Chip Technology\" in exchange for the issuance by the Company to\nSarnoff of additional shares of Orchid common stock. The Company agrees that at\nthe close of such licensing transaction the Company shall simultaneously issue\nto Executive additional shares of Orchid common stock in an amount equal to four\npercent (4%) of the equity value assigned to the Blue Chip Technology to be\nlicensed by Sarnoff to Orchid. By way of example only, if the proposed value of\nsuch technology license is 250,000 shares, at the time the transaction closes\nand 250,000 shares are issued by Orchid to Sarnoff in exchange for such license,\nthen at such time Orchid shall also \n\n                                       2\n\n \nissue to Executive an additional 10,000 shares of Orchid common stock. Upon such\nissuance, such additional shares shall be included in the definition of \"Shares\"\nas defined at Section 3.2 above and used in this Agreement.\n\n          3.2.2  Repurchase Rights by the Company. Until the closing of an\n                 --------------------------------                         \ninitial public offering of the Company's common stock, or until Sarnoff no\nlonger owns or controls at least 51% of the Company's outstanding voting shares,\nthe Company shall, upon any termination of Executive's employment, have the\nright upon fourteen (14) days' prior written notice to Executive to purchase\nfrom Executive all, but not less than all, of the Shares, at the following\nprices per share:\n\n                 A. The \"vested\" shares held by the Executive on the date of his\ntermination shall be purchased for a price per share equal to the fair market\nvalue per share as of the date of such termination. The \"fair market value per\nshare\" shall be determined in good faith by the Board of Directors of the\nCompany in its sole discretion. If Executive disagrees with this valuation, upon\nwritten notice by Executive to the Company, the parties mutually shall select a\nneutral independent appraiser to determine such value within 90 days after such\nnotice, with the expense of such appraisal borne equally by the parties. The\nnumber of Shares which are \"vested\" shall be calculated as follows: twenty-five\npercent (25%) of the total Shares issued to Executive (including without\nlimitation the issuance of any additional Blue Chip Technology shares under\nSection 3.2.1 above) plus the addition on the last day of each month following\nNovember 1,1996 to such pool of \"vested\" Shares of 2.083% of the total Shares\n(including any such Blue Chip Technology shares), so that all of the Shares\n(including without limitation any such Blue Chip Technology shares) shall be\nfully (100%) vested on the third anniversary of the Effective Date of this\nAgreement.\n\n                 B. The \"unvested\" Shares held by the Executive on the date of\nhis termination shall be purchased for $.01 per share. The number of \"unvested\"\nShares shall be the total number of Shares, less the \"vested\" Shares (as\ndetermined above) on the date of any such termination.\n\n     3.3  Employee's Sale Rights. At anytime, if the Executive's employment is\n          ----------------------                                              \nterminated for any reason, with or without cause, the Executive shall have the\nright to require the Company to purchase all, but not less than all, of the\nfully \"vested\" Shares of the Company's capital stock held by the Executive on\nthe date of his termination at a price per share equal to the fair market value\nper share of the stock, as determined in good faith by the Board of Directors in\nits sole discretion. If Executive disagrees with this valuation, upon written\nnotice by Executive to the Company, the parties mutually shall select a neutral\nindependent appraiser to determine such value within 90 days after such notice,\nwith the expense of such appraisal borne equally by the parties. The number of\nsuch \"vested\" shares shall be determined in accordance with Section 3.2.1 .A.\nabove. At the Closing of any such purchase, the Company shall also purchase all\nof Executive's \"unvested\" Shares, with such unvested Shares being determined in\naccordance with Section 3.2.1 .B. above, at a price of $.01 per Share.\n\n4.   EXPENSES AND BENEFITS.\n     --------------------- \n\n     4.1  Relocation and Legal Expenses. The Company shall reimburse the\n          -----------------------------                                 \nExecutive for (i) all reasonable costs incurred by him in connection with his\naccepting this employment, up to a \n\n                                       3\n\n \nmaximum of Twenty-Five Thousand Dollars ($25,000.00) including, without\nlimitation, (1) the costs of moving his family and belongings from California\nand the UK to the Princeton, New Jersey area; (2) housing search and closing\ncosts; and (3) legal fees in connection with the review and negotiation of this\nAgreement, plus (ii) any federal, state or local income or payroll taxes\nincurred by the Executive with respect to payments made to him or on his behalf\nunder this Section 4.1 so that Executive shall be made whole on an after tax\nbasis.\n\n     4.2  Additional Personal Expenses. In addition to the relocation expenses\n          ----------------------------                                        \nset forth in Section 4.1 above, the Company shall reimburse the Executive for\n(i) the reasonable costs of hotel and airfare for the Executive and his family\nfor two (2) trips to New Jersey to find housing in the Princeton area and (ii)\nthe reasonable cost of airfare for the Executive's travel to California for\nThanksgiving, Christmas and at one other time before December 31, 1996. The\nExecutive will use his best efforts to incorporate this personal travel to\nCalifornia with business trips to the area made on behalf of the Company.\n\n     4.3  Business Expenses. All travel and other reasonable and ordinary\n          -----------------                                              \nbusiness expenses incident to the rendering of services by the Executive\nhereunder will be reimbursed by the Company subject to the submission of\nappropriate vouchers and receipts in accordance with the Company's policies and\nprocedures from time to time in effect.\n\n     4.4  Benefits. During the Term of Employment, and thereafter under the\n          --------                                                         \nspecific circumstances set forth in this Agreement, the Executive shall be\nentitled to participate in all employee and fringe benefits generally provided\non an ongoing basis to other members of the Company's management who are\nsimilarly situated, including, without limitation, all pension, profit sharing,\nincentive, retirement, insurance, health and disability benefits and plans.\nNotwithstanding the foregoing, the Company shall provide, at Company cost, the\nExecutive with the following:\n\n          4.4.1  medical insurance for the Executive and his family under an\nindemnity plan, not a health maintenance organization (HMO);\n\n          4.4.2  life insurance coverage in an amount equal to three (3) times\nthe Executive's Salary;\n\n          4.4.3  business travel insurance; and\n\n          4.4.4  contributory long-term disability insurance under the Sarnoff\nplan or under a successor Company plan.\n\n     4.5  Cash and Stock Bonuses: Stock Options. Upon the execution of this\n          -------------------------------------                            \nEmployment Agreement, the Company shall pay to the Executive a one-time sign-on\nbonus in the amount of $50,000, which shall be in the form of a non-recourse\nloan to the Executive, the repayment of which shall be forgiven monthly over a\nthree-year period, calculated as of the Effective Date. The Company shall in\naddition pay to the Executive an annual bonus of up to an amount equal to 25% of\nthe Executive's salary for each year during the \"Term of Employment,\" subject to\nachievement of specific performance milestones set forth in the Company's\nBusiness Plan and agreed to in advance and in writing by both the Company and\nthe Executive. The Executive also shall be entitled to such stock bonuses and\nstock options as determined by the Board of Directors from time to time.\n\n                                       4\n\n \n     4.6  Retirement Plan. In addition to the payment of Executive's Salary,\n          ---------------                                                   \ncommencing with the Effective Date the Company shall contribute an additional\namount equal to 10% per year of the Executive's Salary to a qualified retirement\nplan for the sole benefit of the Executive. Such retirement plan may be the\nCompany's retirement plan, or a plan established solely for the benefit of\nExecutive. If such 10% per year amount exceeds the amount that Executive is\npermitted to contribute to any such retirement plans under applicable law, or if\nthere are no retirement plans in existence, then the Company shall pay any such\nexcess amounts to a non-qualified-plan established for the benefit of Executive.\nUntil such time as the Company or the Executive establishes a plan, then the\nCompany shall credit such contributions to the Executive's account from and\nafter the Effective Date, until such a plan is created.\n\n     4.7  Vacation. During the Term of Employment, the Executive shall be\n          --------                                                       \nentitled to four (4) weeks per year of vacation time, to be taken consistent\nwith the policies of the Company and the effective discharge of the Executive's\nduties. Such vacation time shall accumulate from year to year but the Executive\nshall not be entitled to any payment with respect to vacation time remaining at\nthe end of any year, provided, however, that all accrued but unpaid vacation\npay and any other unpaid compensation shall be paid to Executive upon any\ntermination of Executive from employment. In addition, any such accrued vacation\npay may be paid to Executive earlier upon the approval of the Board of\nDirectors.\n\n     4.8  Sick Leave: Holidays. During the term hereof, the Executive shall be\n          --------------------                                                \nentitled to sick leave and holidays in accordance with the established polices\nof the Company from time to time in effect.\n\n5.   SARNOFF GUARANTY.\n     ---------------- \n\n     Sarnoff hereby agrees to guaranty the payment and satisfaction of all of\nthe Company's obligations to the Executive hereunder in accordance with the\nGuaranty Agreement attached hereto as Exhibit A.\n\n6.   ANNUAL REVIEW.\n     ------------- \n\n     The Board of Directors of the Company shall conduct an annual review of the\nExecutive's performance, at which time the Board shall determine Executive's\nbonus for the previous year and the Salary for the following year pursuant to\nSections 4.5 and 3.1, respectively. The first annual review shall take place in\nJanuary 1998 and shall encompass the period commencing on the Effective Date and\nrunning through December 31, 1997.\n\n7.   TERMINATION.\n     ----------- \n\n     7.1  Death. This Employment Agreement shall be terminated by the death of\n          -----                                                               \nthe Executive. Provided that the Company-paid life insurance described at\nSection 4.4.2 of this Agreement is still in effect, in the event of termination\nby reason of death Executive's estate shall receive solely his accrued Salary\nand other compensation benefits, including accrued vacation pay, through and\nincluding his date of death.\n\n     7.2  Disability. this Employment Agreement may be terminated by the Board\n          ----------                                                          \nof Directors of the Company if the Executive shall be rendered Incapable by\nillness or any other disability from complying with the terms, conditions and\nprovisions on his part to be kept, \n\n                                       5\n\n \nobserved and performed for a period in excess of six months during the Term of\nEmployment (\"Disability\"). In the event that the Executive receives disability\nInsurance benefits paid for by the Company during any period prior to\ntermination of this Employment Agreement for Disability pursuant to this\nSection, the Executive's Salary shall be reduced by an amount equal to such\ndisability insurance benefits during such period. If Executive's employment\nhereunder is terminated by reason of Disability of the Executive, the Company\nshall give ten (10) days' prior written notice to that effect to the Executive\nin the manner provided herein. In such case, Executive shall receive as\nseverance one year of Salary and other fringe benefits for a period of one year\nafter the date of termination, provided, however, that the one year of Salary\nseverance payments payable hereunder by Company to Executive during such one-\nyear period shall be reduced by an amount equal to any disability insurance\nbenefits paid for by the Company and received to Executive during such one year\nperiod, with such benefits being grossed up for purposes of such calculation by\nthe amount necessary to make such payment equivalent on a pre-tax basis to the\nSalary payments received by Executive.\n\n     7.3  For Cause. The Company shall have the right to terminate the\n          ---------                                                   \nExecutive's employment hereunder at any time for Cause (as hereinafter defined),\nprovided, however, that the Company first gives the Executive forty-five (45)\ndays advance written notice of the Company's intention to terminate the\nExecutive's employment for Cause, detailing the Company's good faith reasons for\nany such determination, and, provided further, that the Executive then fails\nwithin such 45-day period to cure or otherwise correct the circumstances giving\nrise to such \"Cause.\" For purposes of this Agreement, the Company shall have\n\"Cause\" to terminate the Executive's employment hereunder upon the Executive's\n(a) misconduct that is materially injurious, in the reasonable judgment of the\nBoard of Directors of the Company, to the Company or any of its subsidiaries,\nstockholders or affiliates; (b) conviction of (or pleading nolo contendere to)\nany felony or any misdemeanor involving moral turpitude which might, in the\nreasonable judgment of the Board of Directors of the Company, cause\nembarrassment to the Company or any of its subsidiaries, stockholders or\naffiliates; (c) commission of an act of personal dishonesty or breach of\nfiduciary duty involving personal profit in connection with the Executive's\nemployment by the Company; (d) commission of an act which the Board of Directors\nof the Company shall reasonably have found to have involved willful misconduct\nor gross negligence on the part of the Executive, in the conduct of his duties\nhereunder (e) use of illegal drugs, habitual absenteeism, chronic alcoholism or\nany other form of addiction; (f) criminal activity or unethical conduct which\nwould, in the reasonable judgment of the Board of Directors of the Company,\nimpair the Executive's ability to perform his duties under this Agreement; (g)\nrefusal or repeated failure to comply with the reasonable policies, standards or\nregulations of the Company; or (h) Executive's material breach of the terms and\nconditions of this Agreement. In the event of any such \"Cause\" termination under\nthis Section, the Company's obligations under this Employment Agreement shall\ncease and the Executive shall forfeit all right to receive any future\ncompensation under this Agreement, except for any repurchase of his shares by\nthe Company as described in this Agreement. Executive shall, however, receive\nall accrued compensation and benefits, including without limitation, vacation\npay, payable through the date of any such termination.\n\n     7.4  Termination Without Cause. Executive's employment is at will, and may\n          -------------------------                                            \nbe terminated at any time other than for Cause, upon twelve (12) months' prior\nwritten notice by Company to Executive, subject to the terms and conditions of\nthis Agreement.\n\n                                       6\n\n \n     7.5  Voluntary Termination for Breach. Notwithstanding any other provision\n          --------------------------------                                     \nof this Agreement, if during the Term of Employment the Executive terminates his\nown employment due to any material breach hereunder by the Company, including\nwithout limitation by reason of any material adverse change by the Company in\nExecutive's duties, responsibilities, compensation, benefits or perquisites, the\nCompany agrees to: (i) pay to the Executive his then current base salary for a\nperiod of one year after the final date of Executive's termination of\nemployment, (ii) continue all fringe benefits for a period of one year\ncommencing upon the termination of employment, and (iii) pay as of the date of\ntermination any accrued but unpaid vacation pay and any other accrued but unpaid\ncompensation.\n\n     7.6  Delivery of Resignations. In the event that the Executive's services\n          ------------------------                                            \nhereunder are terminated under any of the provisions of this Employment\nAgreement (except by death), the Executive agrees that he will deliver his\nwritten resignation as an officer and\/or director of the Company to the Board of\nDirectors, such resignation to become effective as of the date of his final day\nof employment; provided, however, that nothing herein shall be deemed to affect\nthe provisions of Sections 8, 9, 10 and 11 hereof relating to the survival\nthereof following termination of the Executive's services hereunder.\n\n8.  DISCLOSURE OF INFORMATION: INVENTIONS AND DISCOVERIES.\n    ----------------------------------------------------- \n\n     The Executive shall promptly disclose to the Company all processes,\ntrademarks, inventions, improvements, discoveries and other information related\nto the business of the Company (collectively, \"Developments\") conceived,\ndeveloped or acquired by him alone or with others during the Term of Employment,\nwhether or not during regular working hours or through the use of materials or\nfacilities of the Company. All Developments shall be the sole and exclusive\nproperty of the Company, and, upon request, the Executive shall promptly deliver\nto the Company all drawings, sketches, models and other data and records\nrelating to the Developments. In the event any such Development shall be deemed\nby the Company to be patentable, the Executive shall, at the expense of the\nCompany, assist the Company in obtaining a patent or patents thereon and execute\nall documents and do all such other acts and things necessary or proper to\nobtain letters of patent and to invest in the Company full right, title and\ninterest in and to such Development.\n\n9.  NON-DISCLOSURE.\n    -------------- \n\n     The Executive shall not, at any time during or after the Term of\nEmployment, divulge, furnish or make accessible to anyone (other than in the\nregular course of business of the Company or as may be required by law) or use\nfor his own account or for the account of any person any Confidential\nInformation or any knowledge or information with respect to confidential or\nsecret processes, inventions, discoveries, improvements, formulae, plans,\nmaterial, devices or ideas or other know-how, whether patentable or not, with\nrespect to any confidential or secret development or research work or with\nrespect to any other confidential or secret aspects of the Company's business\n(including, without limitation, customer lists, supplier lists and pricing\narrangements with customers or suppliers). All Confidential Information shall be\nthe exclusive property of the Company and all such Confidential Information\nshall be returned to the Company by the Executive upon the request of the\nCompany or upon the termination of the Executive's employment by the Company. As\nused in this Section, Confidential Information \n\n                                       7\n\n \nshall mean information of any nature and in any form, except for information\nwhich the Executive can demonstrate:\n\n     9.1  was at the time of disclosure to the Executive generally part of the\npublic domain or thereafter becomes part of the public domain through no act or\nomission by the Executive; or\n\n     9.2  was lawfully in the Executive's possession as shown in written records\nprior to disclosure by the Company and without obligation of confidentiality; or\n\n     9.3  was lawfully received by the Executive after disclosure from a third\nparty without obligation of confidentiality and without violation by said third\nparty of an obligation of confidentiality to another; or\n\n     9.4  was independently developed by the Executive without any use of\nConfidential Information; or\n\n     9.5  was required to be disclosed by law or court order.\n\n10.  NON-COMPETITION.\n     --------------- \n\n     The Company and the executive agree that the services rendered by the\nExecutive hereunder are unique and irreplaceable. The Executive hereby agrees\nthat, during the Term of Employment and for a period of one (1) year thereafter,\nthe Executive shall not (a) in the United States or in those foreign countries\nwhere the Company during the Term of Employment conducts business or proposes to\nconduct business or initiate activities, engage or participate in, directly or\nindirectly (whether as an officer, director, employee, partner, consultant,\nholder of an equity or debt investment, lender or in any other manner or\ncapacity), or lend his name (or any part or variant thereof) to, any business\nwhich is, or as a result of the Executive's engagement or participation would\nbecome, competitive with any aspect of the business of the Company, such\nbusiness being the development and commercialization of microfluid-based systems\nfor drug discovery research and such other specific technologies in which the\nCompany has, during the Term of Employment, initiated significant plans to\ndevelop products; (b) deal, directly or indirectly, in a competitive manner with\nany customers doing business with the Company during the Term of Employment\n(except in connection with the performance of the duties and obligations of the\nExecutive during the Term of Employment); (c) solicit any officer, director,\nemployee or agent of the Company to become an officer, director, employee or\nagent of the Executive, his respective affiliates or anyone else; or (d) engage\nin or participate in, directly or indirectly, any business conducted under any\nname that shall be the same as or similar to the name of the Company or any\ntrade name used by it. Ownership, in the aggregate, of less than 1% of the\noutstanding shares of capital stock of any corporation with one or more classes\nof its capital stock listed on a national securities exchange or publicly held\nin the over-the-counter market shall not constitute a violation of the foregoing\nprovision. \"Proposes to conduct business\" as used above in this Section 10 means\nthat such proposed area was the subject of significant plans at the Company.\n\n11.  PROPERTY.\n     -------- \n\n     Upon termination of the Term of Employment for any reason, the Executive or\nhis personal representative shall promptly deliver to the Company all books,\nmemoranda, plans, \n\n                                       8\n\n \nrecords and written data of every kind relating to the business and affairs of\nthe Company and all other property owned by the Company which is then in the\nExecutive's possession.\n\n12.  INSURANCE.\n     --------- \n\n     The Company shall have the right at its own cost and expense to apply for\nand to secure in its own name, or otherwise, life, health or accident insurance\nor any or all of them covering the Executive, and the Executive agrees to submit\nto usual and customary medical examinations and otherwise to cooperate with the\nCompany in connection with the procurement, of any such insurance, and any\nclaims thereunder.\n\n13.  SPECIFIC PERFORMANCE.\n     -------------------- \n\n     The Executive acknowledges that, in the event of any breach of Sections 8,\n9, 10 or 11 of this Agreement by the Executive, the remedy of the Company at law\nwould be inadequate. The Executive therefore agrees that the Company shall be\nentitled to enforce its rights under Sections 8, 9, 10 or 11 of this Agreement\nnot only by an action or actions for damages but also by an action or actions\nfor injunctive and other equitable relief without the necessity of proving\nirreparable harm or actual damage.\n\n14.  SUCCESSORS: BINDING AGREEMENT.\n     ----------------------------- \n\n     14.1  Binding Effect. This Agreement shall be binding upon and inure to the\n           --------------                                                       \nbenefit of the parties hereto, their heirs, legal representatives, successors\nand permitted assigns.\n\n     14.2  Delegation. The Executive may not delegate or assign the performance\n           ----------                                                          \nof any duties and responsibilities imposed nor assign any rights and benefits\ncreated by this Agreement; provided, however, that any amounts which are due and\nowing to the Executive at the time of his death shall be paid in accordance with\nthe terms of this Agreement to the Executive's devisee, legatee or other\ndesignee or if there be no such designee, to the Executive's estate.\n\n     14.3  No Conflicts. The Executive represents that the execution and\n           ------------                                                 \ndelivery of this Agreement and the performance of his duties hereunder do not\nand shall not conflict with the terms of any agreement or obligation to his\nprior employer or to any other party.\n\n15.  NOTICES.\n     ------- \n\n     All notices required or permitted under this Agreement shall be in writing\nand delivered by any method providing for proof of delivery. Any notice shall be\ndeemed to have been given on the date of receipt. Notices shall be delivered to\nthe parties at the following addresses until a different address has been\ndesignated by notice to the other party:\n\n     15.1 if to the Executive:\n\n          Dale Pfost\n          4 Rosedale Way\n          Pennington, NJ 08534\n\n                                       9\n\n \n     15.2  if to the Company:\n\n           Orchid Biocomputer, Inc.\n           201 Washington Road\n           Princeton, New Jersey 08540\n           Attention:\n\n     15.3  in each instance, with a copy to:\n\n           Sarnoff Corporation\n           201 Washington Road\n           Princeton, New Jersey 08540\n           Attention: General Counsel\n\n           Joseph L. Cole, Esq.\n           SEED, MACKALL &amp; COLE LLP\n           1332 Anacapa Street, Suite 200\n           Santa Barbara, California 93101\n\n16.  MISCELLANEOUS.\n     ------------- \n\n     No provision of this Agreement may be modified, waived or discharged unless\nsuch waiver, modification or discharge is agreed to in writing and signed by the\nCompany and the Executive. No waiver by either party hereto at any time of any\nbreach by the other party hereto of, or compliance with, any provision of this\nAgreement to be performed by such other party shall be deemed a waiver of\nsimilar or dissimilar provisions or conditions at the same or at any prior or\nsubsequent time. Except for the guaranty attached hereto and made a part hereof,\nno agreements or representations, oral or otherwise, express or implied, with\nrespect to the subject matter hereof have been made by either party or any other\nparty which are not set forth expressly in this Agreement. The validity,\ninterpretation, construction and performance of this Agreement shall be governed\nby the laws of the State of New Jersey applicable in the case of agreements made\nand entirely performed in such State. The parties agree that all actions or\nproceedings arising in connection with this Agreement shall be tried and\nlitigated exclusively in the State and Federal courts located in the County of\nMercer, State of New Jersey. The aforementioned choice of venue is intended by\nthe parties to be mandatory and not permissive in nature, thereby precluding the\npossibility of litigation between the parties with respect to or arising out of\nthis Agreement in any jurisdiction other than that specified in this paragraph.\n\n17.  VALIDITY.\n     -------- \n\n     It is the intention of the Executive and the Company that the provisions of\nthis Agreement (including, without limitation, those of Sections 8, 9,10 and 11\nhereof) shall be enforced to the fullest extent permissible under the laws and\npublic policies of each jurisdiction in which such enforcement is sought. The\ninvalidity or enforceability of any provision or provisions of this Agreement\nshall not affect the validity or enforceability of any other provision of this\nAgreement, which shall remain in full force and effect. If any' tribunal of\ncompetent jurisdiction shall decide that any of the provisions of this Agreement\nshould be deemed illegal or unenforceable, then only those provisions shall be\ndeemed invalid (or shall be appropriately \n\n                                       10\n\n \nmodified to the maximum extent permissible in keeping with the intent of the\nparties) and the remainder of this Agreement shall continue in full force and\neffect.\n\n18.  SURVIVAL.\n     -------- \n\n     The provisions of Sections 7 (regardless of the continuation of Executive's\nSalary thereunder), 8, 9, 10,11 and 18 hereof shall survive the termination of\nthis Agreement and shall be binding upon the Executive's personal or legal\nrepresentatives, executors, administrators, successors, heirs, distributees,\ndevises and legatees.\n\n19.  HEADINGS.\n     -------- \n\n     The headings of this Agreement are for convenience of reference only and\nare not part of the substance of this Agreement.\n\n20.  COUNTERPARTS.\n     ------------ \n\n     This Agreement may be executed in one or more counterparts, each of which\nshall be deemed to be a original but all of which together will constitute one\nand the same instrument.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement effective as\nof the date and year first above written.\n\n                              ORCHID COMPUTER, INC.\n\n                              By: \/s\/ Dale R. Pfost, Ph.D.           \n                                  -----------------------------------------\n                                  DALE R. PFOST, Ph.D.                \n\n                              Title: Chief Executive Officer and President\n                                    ---------------------------------------\n\n\nTHE UNDERSIGNED ACKNOWLEDGES AND AGREES TO THE PROVISIONS OF SECTIONS 2.2, 3.2\nAND 5 HEREOF AND, WITH RESPECT TO SECTION 2.2, THE UNDERSIGNED AGREES TO VOTE\nITS SHARES FOR SUCH ELECTION OF THE EXECUTIVE:\n\nSARNOFF CORPORATION\n\n\nBy: \/s\/ James E. Carnes\n   -------------------------\nJames E. Carnes, President\n\n                                       11\n\n \n                                   Exhibit A\n\n                                   GUARANTEE\n                                   ---------\n\n     The undersigned guarantor, Sarnoff Corporation (\"Sarnoff\"), acknowledges\nthat Dale R. Pfost -(\"Executive\"), has agreed to enter into an Employment\nAgreement (the \"Agreement\") of even date with Orchid Biocomputer, Inc.\n(\"Orchid\").\n\n     1.   General Guarantee. Sarnoff hereby acknowledges receipt of good,\nadequate and valuable consideration, and hereby unconditionally and irrevocably\nguarantees: (1) the full and prompt payment of all sums that may be due by\nOrchid to Executive under the Agreement as they relate to Executive's equity,\nsalary, benefits and severance, and (2) the performance of all obligations of\nOrchid under such Agreement as they relate to Executive's equity, salary,\nbenefits and severance.\n\n     2.   Limitations on Guarantee. Notwithstanding any other provision of this\nGuarantee, Sarnoff's liability hereunder is limited as follows:\n\n     (1)  in all events Sarnoff's total liability under this instrument shall\n          not exceed $300,000;\n\n     (2)  this guarantee shall lapse on the seventh annual anniversary of the\n          \"Effective Date\" of the Agreement;\n\n     (3)  if Sarnoff's direct and indirect ownership interest in Orchid become\n          less than 50 percent of the outstanding voting shares of Orchid by\n          reason of the sale by Sarnoff of its shares in Orchid to a third\n          party, then the obligations due Executive under the Agreement shall be\n          limited to four months of compensation and fringe benefits payable to\n          Executive as an officer, together with the one year of severance\n          benefits applicable in specified circumstances under the Agreement;\n\n     (4)  if Sarnoff's direct and indirect ownership interest in Orchid become\n          less than 50 percent of the outstanding voting shares of Orchid by\n          reason of a capital raising transaction approved by the Board of\n          Directors of Orchid, and which as part of such Board approval receives\n          the affirmative vote of Executive as a director of Orchid, then this\n          guarantee shall automatically lapse upon the close of any such\n          transaction;\n\n     (5)  if Sarnoff's direct and indirect ownership interest in Orchid become\n          less than 50 percent of the outstanding voting shares of Orchid by\n          reason of a capital raising transaction approved by the Board of\n          Directors of Orchid, but which as part of such Board approval did not\n          receive the affirmative vote of Executive as a director of Orchid,\n          then the obligations due Executive under the Agreement shall be\n          limited to four months of compensation and fringe benefits payable to\n          Executive as an officer, together with the one year of severance\n          benefits applicable in specified circumstances under the Agreement;\n\n                                       12\n\n \n     (6)  this guarantee shall lapse in the event of an underwritten initial\n          public offering of the Company's common stock which results in $10\n          million in minimum net proceeds to the Company;\n\n     (7)  this guarantee in all events shall lapse on that date which is three\n          years after the date that Sarnoff's direct and indirect ownership\n          interest in Orchid become less than 50 percent of the outstanding\n          voting shares of Orchid;\n\n     (8)  this guarantee shall lapse with the prior written consent of the\n          Executive;\n\n     (9)  this guarantee shall lapse upon its replacement by $300,000 in funds\n          deposited by Sarnoff into an escrow account, or by another such\n          equivalent security device, with any such device being under such\n          written terms and conditions as may be mutually acceptable to the\n          parties.\n\n     3.   Payment of Compensation. Further, notwithstanding any other provision\nof this Guarantee, if, during the Term of Employment as defined under the\nAgreement, Executive, as the CEO or Chairman of Orchid, makes a good faith\ndetermination that Orchid is unable to meet part or all of its payroll\nobligations for any pay period, including, without limitation, Orchid's ability\nto pay to Executive his compensation for such pay period, then Executive will\ndeliver written notice of such circumstances simultaneously to Sarnoff and to\nall of the members of Orchid's Board of Directors. Within three (3) business\ndays after such notice, Sarnoff agrees to pay directly to Executive his\ncompensation for such pay period. If, however, after receiving such notice from\nExecutive, a majority of Orchid's Board disagrees in good faith with Executive's\ndetermination, the Board may overrule Executive by directing Executive to obtain\nhis compensation for such period directly from Orchid if such funds are existent\nin the normal accounts of the company, and, upon Executive's receipt of such\ncompensation payment from Orchid, Sarnoff shall have no further responsibility\nto make such payment for such pay period under this Guarantee.\n\n     4.   General Provisions. By signing this Guarantee, Sarnoff also agrees\nthat:\n\n     4.1  Changes Do Not Affect Liability. Executive may without notice to\nSarnoff and in his absolute discretion and without prejudice to him or in any\nway limiting Sarnoff's liability under this Guarantee, (a) grant extensions of\ntime, renewals or other indulgences and modifications to Orchid or any other\nparty under the Agreement, (b) change, amend or modify the Agreement, (c)\nauthorize the use, exchange, release or subordination of any security or\ncollateral for the Agreement, whether real or personal property, (d) take\nadditional security for the Agreement, whether real or personal property, (e)\ndischarge or release any party or parties liable under the Agreement, (f) accept\nor make compositions or other arrangements or file or refrain from filing a\nclaim in any bankruptcy proceeding of Orchid or any other guarantor or pledger,\n(g) credit payments in such manner and order of priority as Executive may\ndetermine in its discretion, and (h) otherwise deal with Orchid or any other\nguarantor or party related to the Agreement or any security or collateral as\nExecutive may determine in its discretion. Without limiting the generality of\nthe foregoing, Sarnoff agrees that by doing so Sarnoff's liability shall\ncontinue even if Executive alters any obligations under the Agreement in any\nrespect or Executive's remedies or rights against Orchid are in any way impaired\nor suspended without Sarnoff's consent.\n\n                                       13\n\n \n     4.2  Guarantee of Payment and Performance. Sarnoff's liability under this\nGuarantee is a guarantee of payment and performance of the Agreement and not of\ncollect ability, and is not conditioned or contingent upon the genuineness,\nvalidity, regularity or enforceability of any of the Agreement.\n\n     4.3  Waivers of Certain Rights and Defenses. Sarnoff hereby waives the\nright to require Executive to (a) proceed against Orchid (except as provided\nabove in Section 3) or any other guarantor or pledger, (b) proceed against or\nexhaust any security or collateral Executive may hold, or (c) pursue any other\nright or remedy for Sarnoff's benefit, and agrees that Executive may proceed\nagainst Sarnoff for the obligations guaranteed herein without taking any action\nagainst Orchid or any other guarantor or pledger and without proceeding against\nor exhausting any security or collateral Executive holds. Sarnoff agrees that\nExecutive may unqualifiedly exercise in his sole discretion any or all rights\nand remedies available to him against Orchid or any other guarantor or pledger\nwithout impairing Executive's rights and remedies in enforcing this Guarantee,\nunder which Sarnoff's liabilities shall remain independent and unconditional.\n\n     4.4  Additional Waivers. Sarnoff hereby waives diligence and all demands,\nprotests, presentments and notices of every kind or nature, including notices of\nprotests, dishonor, nonpayment, acceptance of this Guarantee and the creation,\nrenewal, extension, modification or accrual of any of the obligations Sarnoff\nhereby guarantees. No failure or delay on Executive's part in exercising any\npower, right or privilege hereunder shall impair any such power, right or\nprivilege or be construed as a waiver of or an acquiescence therein.\n\n     4.5 Changes, Waivers, Amendments, Attorney's Fees. No terms or provisions\nof this Guarantee may be changed, waived, revoked or amended without the prior\nwritten consent of both parties to this Guarantee. Should any provision of this\nGuarantee be determined by a court of competent jurisdiction to be\nunenforceable, all of the other provisions shall remain effective. This\nGuarantee embodies the entire agreement among the parties hereto with respect to\nthe matters set forth herein, and supersedes all prior agreements among the\nparties with respect to the matters set forth herein. No course of prior\ndealing among the parties, no usage of trade, and no parol or extrinsic evidence\nof any nature shall be used to supplement, modify or vary any of the terms\nhereof. There are no conditions to the full effectiveness of this Guarantee. The\nprevailing party in any dispute resulting in arbitration, litigation or other\nproceedings between any guarantor hereunder and Executive shall be entitled to\nits costs and expenses for such proceedings, including reasonable attorneys'\nfees.\n\n     4.6  Inconsistent Law. Notices and Governing Law. If any of the provisions\nof this Section 4 are inconsistent with the provisions of Sections 1, 2, or 3 of\nthis Guarantee, the provisions of Sections 1, 2 or 3, as the case may be, shall\ncontrol. All notices, requests and demands to be made hereunder shall be in\nwriting at the last known business address of each party by any of the following\nmeans: (i) personal service (including service by overnight courier service);\n(ii) electronic communication, whether by telex, telegram or telecopying (if\nconfirmed in writing sent by personal service or by registered or certified,\nfirst class mail, return receipt requested); or (iii) registered or certified,\nfirst class mail, return receipt requested. Such addresses may be changed by\nnotice to the other parties given in the same manner as provided above. Any\nnotice, request or demand sent pursuant to either subsection (i) or (ii) hereof\nshall be deemed received upon such personal service or upon dispatch by\nelectronic means, and, if sent pursuant to subsection (iii) shall be deemed\nreceived seven (7) days following deposit in the mail. This \n\n                                       14\n\n \nGuarantee shall be enforced and interpreted according to the laws of the State\nof New Jersey, irrespective of its conflicts of laws rules.\n\nSARNOFF CORPORATION\n\nBy_______________________\nTitle____________________\n\n_________________________ \nDate\n\n                                       15\n\n \n                      RESTRICTED STOCK PURCHASE AGREEMENT\n                      -----------------------------------\n\n     This Agreement dated as of November 30, 1997 (the \"Effective Date\") is by\nand between Orchid Biocomputer, Inc., a Delaware corporation (the \"Company\"),\nand Dale R. Pfost, Ph.D. (THE \"Stockholder\").\n\n     WHEREAS, the Company and the Stockholder have entered into an Employment\nAgreement dated as of November 1, 1996 (the \"Employment Agreement\") pursuant to\nwhich the Company has agreed to employ the Stockholder subject to the terms\ndescribed therein and\n\n     WHEREAS, pursuant to Sections 3.2 and 3.2.1 of the Employment Agreement,\nthe Company is obligated to issue to the Stockholder shares of the Company's\nCommon Stock, $.001 par value per share (the \"Common Stock\"), totaling 99,333\nand 10,000 shares, respectively (or 109,333 shares in the aggregate).\n\n     NOW, THEREFORE, in consideration of the mutual covenants and\nrepresentations herein set forth, the parties hereby agree as follows:\n\n     1.   Purchase of Stock. Subject to the terms and conditions of this\n          -----------------                                             \nAgreement, the Company hereby grants and delivers to the Stockholder an\naggregate of 109,333 shares of the Common Stock of the Company (such shares,\ntogether with any other securities of the Company that may be issued in exchange\nfor or in respect of such shares of Common Stock by way of a stock split, stock\ndividend, combination, reclassification, reorganization, or any other means,\nbeing referred to herein as the \"Shares\"). Upon execution by the Stockholder of\nthis Agreement, the Company shall deliver to the Stockholder a certificate\nrepresenting the Shares being granted to the Stockholder by the Company,\n\n     2.   Vesting of Shares. The Shares shall be subject to vesting in \n          -----------------          \naccordance with the following schedule:\n\n          (a)  Fifty percent (50%) of the Shares will vest on the Effective\n               Date.\n\n          (b)  The remaining fifty percent (50%) of the Shares will vest monthly\n               on the last day of each month in twenty-four equal portions of\n               2.083% per month, with the first such vesting to occur on\n               November 30, 1997.\n\nThe portion of the Shares that has not vested is referred to herein as the\n\"Unvested Shares;\" the portion of the Shares that has vested is referred to\nherein as the \"Vested Shares.\"\n\n     3.   Shares Subject to Restrictions. During the term of this Agreement, the\n          ------------------------------                                        \nShares may not be sold, assigned, transferred, pledged, hypothecated, mortgaged\nor disposed to by gift or otherwise, or in any way encumbered, except in\naccordance with this Agreement.\n\n     4.   Repurchase Right of the Company.\n          ------------------------------- \n\n     4.1  Repurchase Right. In the event that the Stockholder's employment with\n          ----------------                                                     \nthe Company is terminated for any reason, whether by the Stockholder or by the\nCompany, and with or without cause, the Company shall have the option to\npurchase from the Stockholder (or the \n\n                                       16\n\n \nStockholder's heirs or the legal representatives in the event of the\nStockholder's death), and the Stockholder shall be obligated to sell to the\nCompany, at a price equal to the Repurchase Price (as defined below), all of the\nShares (the \"Repurchase Option\").\n\n     4.2  Mechanics of Repurchase. The Company may exercise the Repurchase\n          -----------------------                                         \nOption upon written notice (the \"Company Notice\") to the Stockholder within\nfourteen (14) days after the date of termination of the Stockholder's employment\nwith the Company. Such Company Notice shall state the following: (i) the number\nof Shares that the Company will repurchase, (ii) the aggregate Repurchase Price\nof such Shares, and (iii) a closing date for the repurchase. On the specified\nclosing date, at the principal offices of the Company or by other mutually\nagreeable arrangement, the Stockholder shall deliver to the Company the duly\nendorsed certificate(s) representing the Shares subject to repurchase, and the\nCompany shall pay the Repurchase Price of such Shares (in cash, by check, or by\ncancellation of indebtedness of the Stockholder to the Company). The closing\ndate described in the preceding sentence shall be within sixty (60) days after\nthe date of the Company Notice; provided, however, if there is a valuation\ndisagreement that is submitted to appraisal under Paragraph 4.5 of this\nAgreement, then the closing date shall be thirty (30) days after the valuation\ndetermination has been made by the appraiser.\n\n     4.3  Failure to Deliver Shares. If the Stockholder becomes obligated to\n          -------------------------                                         \nsell any Shares to the Company under this Section 4 and fails to deliver such\nShares in accordance with the terms of the Agreement, the Company may, in\naddition to all other available remedies, send to the Stockholder the Repurchase\nPrice for the Shares in accordance with this Section 4 and then, immediately\nupon written notice, the Company may take the following actions: (i) cancel on\nits books the certificate(s) representing Shares not delivered and, at is\nelection, issue to itself or its assignee one or more new certificates\nrepresenting the repurchased Shares, and (ii) issue to the Stockholder a\ncertificate representing any Shares represented by the canceled certificate(s).\nIn such event, the Stockholder shall have no further rights in and to such\nundelivered Shares.\n\n     4.4  Termination of Repurchase Option. This Repurchase Option shall\n          --------------------------------                              \nterminate on the earlier to occur of (i) the consummation by the Company of its\nfirst underwritten public offering pursuant to an effective registration\nstatement or Form S-1 (or its equivalent) under the Securities Act of 1933, as\namended (a \"Qualified Offering\"), and (ii) the date on which David Sarnoff\nResearch Center, Inc. (\"Sarnoff\") first ceases to own or control at least 51% of\nthe issued and outstanding shares of the capital stock of the Company having the\nright to vote in the election of directors.\n\n     4.5  Repurchase Price. As used herein, the term \"Repurchase Price\" shall\n          ----------------                                                   \nmean (i) with respect to the Vested Shares, the fair market value per share as\nof the date of termination of the Stockholder's employment as determined in good\nfaith by the Board of Directors of the Company and (ii) with respect to the\nUnvested Shares, $.01 per share. In the event that the Stockholder shall\ndisagree with the valuation of the Vested Shares determined in accordance with\nsubsection (i) of this Section 4.5, then, upon written notice to the Company\ngiven within ten (10) days of the date the Board shall notify the Stockholder of\nits determination of such fair market value, the parties shall select a neutral\nindependent appraiser to determine such value within ninety (90) days of such\nnotice, with the expense of such appraisal to be borne equally by the parties.\n\n                                       17\n\n \n5.   Put Right of the Stockholder.\n     ---------------------------- \n\n     5.1  Put Right. In the event that the Stockholder's employment with the\n          ---------                                                         \nCompany is terminated for any reason, whether by the Stockholder or by the\nCompany, and with or without cause, the Stockholder shall have the right to\nrequire the Company to purchase from the Stockholder (or the Stockholder's heirs\nor the legal representatives in the event of the Stockholder's death), at a\nprice equal to the Repurchase Price (as defined in Section 4.5 above), all of\nthe Shares (the \"Put Option\").\n\n     5.2  Mechanics of Put Right. The Stockholder may exercise the Put Right\n          ----------------------                                            \nupon written notice (the \"Stockholder's Notice\") to the Company within fourteen\n(14) days after the date of termination of the Stockholder's employment with the\nCompany. The Stockholder's Notice shall state the following: (i) the number of\nShares that the Stockholder will be selling to the Company, and (ii) a closing\ndate for the sale. On the specified closing date, at the principal offices of\nthe Company or by other mutually agreeable arrangement, the Stockholder shall\ndeliver to the Company the duly endorsed certificate(s) representing the Shares\nsubject to the Put Right, and the Company shall pay the Repurchase Price of such\nShares (in cash, by check, or by cancellation of indebtedness of the Stockholder\nto the Company). The closing date described in the preceding sentence shall be\nwithin sixty (60) days after the date of the Stockholder's Notice, provided\nhowever, if there is a valuation disagreement that is submitted to appraisal\nunder Paragraph 4.5 of this Agreement, then the closing date shall be thirty\n(30) days after the valuation determination has been made by the appraiser.\n\n     6.   Transfer of Unvested Shares. No portion of the Unvested Shares shall\n          ---------------------------          \nbe transferable, except to a trust for the benefit of (i) an immediate family\nmember (spouse, parents, children, or grandchildren) or (ii) the Stockholder.\n\n     7.   Transfer of Vested Shares.\n          ------------------------- \n\n          7.1  Right of First Refusal. If the Stockholder desires to sell all or\n               ----------------------                                           \nany part of the Vested Shares and has received in writing an irrevocable and\nunconditional bona fide offer (the \"Bona Fide Offer\") for the purchase thereof\nfrom a party (the \"Offeror\"), the Stockholder shall give written notice (the\n\"BFO Notice\") to the Company setting forth Stockholder's desire to sell such\nVested Shares, which BFO Notice shall be accompanied by a photocopy of the\noriginal executed Bona Fide Offer and shall set forth at least the name and\naddress of the Offeror and the price and terms of the Bona Fide Offer. Upon\nreceipt of the BFO Notice, the Company shall have an option to purchase all (but\nnot less than all) of such Vested Shares specified in the BFO Notice, such\noption to be exercised by giving, within thirty (30) days after receipt of the\nBFO Notice, a written counter-notice to the Stockholder. If the Company elects\nto purchase all (but not less than all) of such Vested Shares, it shall be\nobligated to purchase, and the Stockholder shall be obligated to sell to the\nCompany, such Vested Shares at the price and in accordance with the terms\nindicated in the Bona Fide Offer within sixty (60) days from the date of receipt\nby the Company of the BFO Notice. The Company may assign the right of first\nrefusal granted by this Section 7.1.\n\n          7.2  Subsequent Sale of the Vested Shares. The Stockholder may sell\n               ------------------------------------                          \nany or all of the Vested Shares that the Company or its assignees have not\nelected to purchase during the twenty (20) days following the expiration of the\nexercise period for such purchase by the \n\n                                       18\n\n \nCompany, provided that such sale is made only pursuant to the terms of the Bona\nFide Offer. If, however, any or all of the Vested Shares is not sold pursuant to\nthe Bona Fide Offer within such twenty-day period, the unsold portion of the\nVested Shares shall remain subject to the terms of this Agreement.\n\n          7.3  Restrictions on Offeror. Any Offeror purchasing all or any\n               -----------------------                                   \nportion of the Vested Shares from the Stockholder under Section 7.2 shall be\nsubject to the terms of this Agreement.\n\n          7.4  Exempted Transfers. The Stockholder shall be permitted to\n               ------------------                                       \ntransfer portions of the Vested Shares owned by him without complying with the\nprovisions of this Section 7 in the following situations: (i) any inter vivos\ntransfer by the Stockholder to any member of his immediate family (spouse,\nparents, children or grandchildren) or to any trust for the benefit of any such\nimmediate family member or himself, or a family limited partnership or family\nlimited liability company, provided that any such transferee referred to above\nshall have delivered to the Company the written agreement of such transferee to\nbe bound by all of the provisions of this Agreement to the same extent as the\nStockholder, or (ii) by will or the laws of descent and distribution, in which\nevent each such transferee shall be bound by all of the provisions of this\nAgreement to the same extent as if such transferee were the Stockholder.\n\n          7.5  Failure to Deliver Shares. If the Stockholder becomes obligated\n               -------------------------                                      \nto sell any Shares to the Company or its assignee under this Section 7 and fails\nto deliver such Shares in accordance with the terms of this Agreement, the\nCompany or its assignee may, at its option, in addition to all other remedies it\nmay have, send to the Stockholder the purchase price for such Shares as is\nherein specified. Thereupon, the Company upon written notice to the Stockholder,\n(i) shall cancel on its books the certificate or certificates representing the\nShares to be sold and (ii) shall issue, in lieu thereof, in the name of the\nCompany or its assignee, a new certificate or certificates representing such\nShares, and thereupon all of the Stockholder's rights in and to such Shares\nshall terminate.\n\n          7.6  Term. This Agreement shall terminate (i) immediately prior to the\n               ----                                                             \n\nconsummation of a Qualified Offering, or (ii) upon the closing of an\nacquisition, consolidation, or merger of the Company or a sale or transfer of\nall or substantially all of the assets of the Company.\n\n     8.   Legend. Each certificate evidencing any of the Shares shall bear a\n          ------                                                            \nlegend substantially as follows:\n\n          \"The shares represented by this certificate are subject to\n          restrictions on transfer and repurchase provisions and may not be\n          sold, exchanged, transferred, pledged, hypothecated, or otherwise\n          disposed of except in accordance with and subject to all the terms and\n          conditions of a certain Restricted Stock Purchase Agreement dated as\n          of November 30, 1997, a copy of which the Company will furnish to the\n          holder of this certificate upon request and without charge.\"\n\n     9.  Specific Performance. Because the Shares cannot be readily purchased or\n         --------------------                                                   \nsold in the open market, and for other reasons deemed sufficient by them, the\nparties hereto acknowledge that they will be irreparably damaged in the event\nthat this Agreement is not \n\n                                       19\n\n \nspecifically enforced. Upon a breach or threatened breach of the terms,\ncovenants and\/or conditions of this Agreement by either of the parties hereto,\nthe other, in addition to all other remedies, shall be entitled, without showing\nany actual damage, to a temporary or permanent injunction and\/or a decree for\nspecific performance, in accordance with the provisions hereof.\n\n     10.  Section 83(b) Election. The Stockholder acknowledges that Section 83\n          ----------------------                                              \nof the Internal Revenue Code of 1986, as amended (the \"Code\"), may apply to the\ngrant of Shares under this Agreement. The Stockholder further acknowledges that\nan election under Section 83(b) of the Code must be filed with I.R.S., if\ndesired, within thirty (30) days after the date the Shares was granted to the\nStockholder under this Agreement. Because the particular tax situation for the\nStockholder will depend on individual circumstances, the Stockholder should\nconsult a personal tax adviser with respect to the federal income tax\nconsequences of the Shares received under this Agreement, as well as with\nrespect to the effects of applicable state tax laws and any applicable tax laws\nof foreign jurisdictions. THE STOCKHOLDER ACKNOWLEDGES THAT IT IS THE\nRESPONSIBILITY OF THE STOCKHOLDER AND NOT OF THE COMPANY TO FILE A TIMELY\nELECTION UNDER SECTION 83(b) OF THE CODE EVEN IF THE STOCKHOLDER REQUESTS THE\nCOMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON BEHALF OF THE STOCKHOLDER.\n\n     11.  Investment Representations.\n          -------------------------- \n\n          11.1  Investment Intent. The Stockholder represents that the Shares\n                -----------------                                            \nare being acquired for his own account for investment and not with a view to, or\nfor sale in connection with, the distribution thereof, nor with any present\nintention of distributing or selling the Shares and acknowledge that the\ncertificate from the Shares will bear a legend reflecting the provisions of this\nSection 11.1.\n\n          11.2  Disclosure of Information. The Stockholder has received all the\n                -------------------------                                      \ninformation that he considers necessary or appropriate for deciding whether to\npurchase the Shares. The Stockholder further represents that he has had\nsufficient opportunity to ask questions and receive answers from the Company\nregarding the terms and conditions of the offering of the Shares.\n\n          11.3  Lack of Registration. The Stockholder understands and\n                --------------------                                 \nacknowledges that the Shares is unregistered and may not be sold publicly unless\nsubsequently registered under the Securities Act, of 1933, as amended (the\n\"Act\") or unless an exemption from such registration is available; that the\nexemption from registration under Rule 144 promulgated under the Act will not be\navailable in any event for at least one (1) year from the date of purchase and\npayment for the Shares and even then will not be available unless (i) a public\ntrading market then exists for the interest of the Company, (ii) adequate\ncurrent information concerning the Company is then available to the public, and\n(iii) other terms and conditions of Rule 144 are complied with; and that any\nsale of the Shares may be made only in limited amounts in accordance with such\nterms and conditions. The Company further understands and acknowledges that: (1)\nthere is not presently available, and may not be available at the time he wishes\nto sell the Shares adequate current public information with respect to the\nCompany that would permit offers or sales of the Shares pursuant to Rule 144\npromulgated under the Act, and, therefore, compliance with Regulation A of the\nAct may be required for any such offer or sale; and (ii) the Company is under no\nobligation to register the Shares or to make Rule 144 available.\n\n                                       20\n\n \n     12.  Governing Law. This Agreement shall be construed under and governed by\n          -------------                                                         \nthe internal laws of the State of New Jersey, without regard to principles of\nconflicts of law.\n\n     13.  Notice. Notice hereunder shall be deemed to have been duly given if in\n          ------                                                                \nwriting (i) on the date delivered, if delivered in person, (ii) on the business\nday after the date sent, if sent by recognized overnight courier service, or\n(iii) three (3) days after the date of mailing, if sent by registered or\ncertified mail, postage prepaid, return receipt requested. The parties shall\ndesignate their respective addresses.\n\n     14.  Entire Agreement; Amendment. This Agreement supersedes all prior\n          ---------------------------                                     \nwritten and oral agreements and understandings among the parties as to its\nsubject matter and constitutes the entire agreement of the parties with respect\nto the subject matter hereof. This Agreement may not be modified, amended,\nterminated or any provision thereof waived in whole or in part except by a\nwritten agreement signed by the parties.\n\n     15.  Waivers. No waiver hereunder shall be deemed a waiver of any\n          -------                                                     \nsubsequent breach or default of the same or similar nature.\n\n     16.  Severability; Reformation. If any provision of this Agreement shall be\n          -------------------------                                             \ndetermined by a court of law to be unenforceable for any reason, such\nunenforceability shall not affect the enforceability of any of the remaining\nprovisions hereof, and this Agreement, to the fullest extent lawful, shall be\nreformed and construed as if such unenforceable provision, or part of a\nprovision, had never been contained herein, and such provision or part reformed\nso that it would be enforceable to the maximum extent legally possible.\n\n     17.  Headings. Headings are for convenience only and are not deemed to be\n          --------                                                            \npart of this Agreement.\n\n     18.  Counterparts. This Agreement may be executed in any number of\n          ------------                                                 \ncounterparts, each of which shall be deemed an original, and all of which taken\ntogether shall constitute one instrument.\n\n     IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as\nof the date first written above.\n\n                              ORCHID BIOCOMPUTER, INC.\n\n\n                              By:______________________________\n                                 Name:\n                                 Title:\n\n                              _________________________________ \n                              Dale R. Pfost\n\n                                       21\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8422],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9539,9544],"class_list":["post-39438","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-orchid-biosciences-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39438","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39438"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39438"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39438"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39438"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}