{"id":39572,"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-specialty-laboratories-inc-and-paul-f.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-specialty-laboratories-inc-and-paul-f","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-specialty-laboratories-inc-and-paul-f.html","title":{"rendered":"Employment Agreement &#8211; Specialty Laboratories Inc. and Paul F. Beyer"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n                  This EMPLOYMENT AGREEMENT is entered into as of September 1,\n2000 by and between Specialty Laboratories, Inc., a California Company (the\n\"Company\"), and Paul F. Beyer (\"Executive\"), and is effective upon approval of\nthe Compensation Committee of The Board of Directors.\n\n                  1.       DUTIES AND RESPONSIBILITIES.\n\n                  A.       Executive shall serve as the Company's President and\nChief Operating Officer or such other title or position as may be designated\nfrom time to time by the Company's Chief Executive Officer. Executive shall\nreport to and perform the duties and responsibilities assigned to him by the\nCompany's Chief Executive Officer, or such other person as may be designated by\nthe Company's Board Of Directors.\n\n                  B.       Executive agrees to devote his full time and\nattention to the Company, to use his best efforts to advance the business and\nwelfare of the Company, to render his services under this Agreement fully,\nfaithfully, diligently, competently and to the best of his ability, and not to\nengage in any other employment activities.\n\n                  C.       Executive shall be based at the Company's office\nlocated in Santa Monica, California, but Executive shall be required to travel\nto other geographic locations in connection with the performance of his\nExecutive duties.\n\n                  2.       PERIOD OF EMPLOYMENT.\n\n                  A.       Executive's employment with the Company shall be\ngoverned by the provisions of this Agreement for the period commencing\nSeptember1, 2000 and continuing until this Agreement terminates pursuant to\nwritten notification by either the Company or Executive, which notification may\noccur at any time for any reason. The period during which the Executive provides\nservices to the Company pursuant to this Agreement shall be referenced in this\nAgreement as the \"Employment Period.\"\n\n                  B.       During the first five (5) years of this Agreement, if\nExecutive is terminated other than for Cause or if he resigns for Good Reason,\nhe shall be entitled to the payments and other benefits, set forth in Paragraph\n7 of this Agreement.\n\n                  3.       CASH COMPENSATION.\n\n                  A.       Executive's initial Base Salary shall be Two Hundred\nEighty Six Thousand Dollars ($286,000) per year payable in accordance with the\nCompany's standard payroll schedule. Executive's compensation shall be subject\nto periodic review by the Company, and may be increased or decreased in the\nCompany's discretion.\n\n                  B.       For each fiscal year during the Employment Period,\nExecutive shall be eligible for an incentive bonus in the Company's sole\ndiscretion. For each full fiscal year of employment, Executive shall be eligible\nfor an incentive bonus of up to eighty (80%) of his\n\n\n                                       1\n\n\n\nannual base salary and his performance objectives shall be set such that 100%\ncompletion of his objectives shall entitle him to at least seventy-five percent\n(75%) of the bonus (or sixty percent (60%) of his annual base salary) (\"the\nTarget Bonus\"). During the first year of employment, Executive shall be eligible\nfor a pro rata portion of the incentive bonus. The bonus amount will be based on\nthe following factors: (1) the financial performance of the Company as\ndetermined and measured by the Company's Board of Directors, and (2) Executive's\nachievement of management targets and goals as set by the Company. The bonus\namount is intended to reward contribution to the Company's performance over an\nentire fiscal year, and on the basis of continuing, cumulative contribution, and\nconsequently will be paid only if Executive is employed and in good standing at\nthe time of bonus payments, which generally occurs within 45 days after the\nclose of the Company's fiscal year. Bonus determinations will be made in the\nCompany's sole discretion.\n\n                  C.       The Company shall deduct and withhold from the\ncompensation payable to Executive hereunder any and all applicable Federal,\nState and Local income and employment withholding taxes and any other amounts\nrequired or authorized by Executive to be deducted or withheld by the Company\nunder applicable statutes, regulations, ordinances or orders governing or\nrequiring the withholding or deduction of amounts otherwise payable as\ncompensation or wages to employees.\n\n                  4.       EQUITY PARTICIPATION. \n\n                  Separate from this Agreement and pursuant and subject to the\nterms and conditions of the Company's Stock Option Plan and Stock Option\nAgreement, Executive has been granted options to purchase Two Hundred Forty One\nThousand Six Hundred Fifty Five (241,655) shares of the Company's common stock,\nwhich options are fully vested. Any further options will be made pursuant and\nsubject to the terms and conditions of the Company's stock option plan and stock\noption agreement.\n\n                  5.       EXPENSE REIMBURSEMENT.\n\n                  In addition to the compensation specified in Paragraph 3,\nExecutive shall be entitled, in accordance with the reimbursement policies in\neffect from time to time, to receive reimbursement from the Company for\nreasonable business expenses incurred by Executive in the performance of his\nduties hereunder, provided Executive furnishes the Company with vouchers,\nreceipts and other details of such expenses in the form required by the Company\nsufficient to substantiate a deduction for such business expenses under all\napplicable rules and regulations of Federal and State taxing authorities.\n\n                  6.       FRINGE BENEFITS.\n\n                  A.       Executive shall, throughout the Employment Period, be\neligible to participate in all group term life insurance plans, group health\nplans, accidental death and dismemberment plans and short-term disability\nprograms and other Executive perquisites which are made available to the\nCompany's Executives and for which Executive qualifies. Please refer to the\nCompany's Employee Handbook and Summary Plan Descriptions for further\ninformation concerning these benefits. Additionally, upon submission of\nappropriate documentation,\n\n\n                                       2\n\n\n\nExecutive shall be entitled to be reimbursed for supplemental insurance products\nincluding life insurance at a cost of up to an additional Fifteen Thousand\nDollars ($15,000) per year.\n\n                  B.       Executive shall earn vacation time during the\nEmployment Period at the rate of four weeks per year. Vacation shall accrue and\nbe taken pursuant to the Company's vacation benefit policy set forth in the\nCompany's Employee Handbook.\n\n                  C.       Company will provide a leased vehicle with operating\nexpenses, whose payments will not exceed $800 per month.\n\n                  7.       SEVERANCE PAY FOR EXERCISE OF THE AT-WILL CLAUSE.\n\n                  Notwithstanding any of the provisions of this Agreement,\nExecutive's employment with the Company is at will, which means that it is not\nfor a specific term and may be terminated by either the Company or Executive at\nany time, for any reason without advance notice. Similarly the Company may\nchange the terms and conditions of Executive's employment at any time, for any\nreason, without advance notice.\n\n                  Should the Company terminate Executive's employment for Cause,\nas defined below, or should Executive voluntarily resign other than for Good\nReason, the Company shall have no obligation to Executive under this Agreement\nother than for accrued but unpaid salary and vacation as of the date of\ntermination. Should the Company terminate Executive's employment other than for\nCause during the first five years of this Agreement, or should Executive resign\nfor Good Reason, the Company shall have no further obligation under this\nAgreement, except that the Company will continue to pay Executive's base salary\nfor a two year period, (less, if applicable, any long-term disability payments)\nand the Target Bonus for a one year period following termination of Executive's\nemployment on the normal payroll dates.\n\n                  8.       GOOD REASON.\n\n                  For Purposes of this agreement, \"Good Reason\" shall mean:\n\n                  A.       A material reduction in the duties, responsibilities,\nstatus, reporting responsibilities, title, or offices that Executive had with\nthe Company immediately before the reduction.\n\n                  B.       A reduction by more than 10% of the total annual cash\ncompensation (defined as Base Salary and Target Bonus) that Executive was\neligible to receive from the Company and its affiliates immediately before the\nreduction, except a reduction that is part of, and consistent with, an\nacross-the-board reduction in the salaries of senior officers of the Company.\n\n                  C.       A change in control in which the Executive is not\noffered a similar portion at no less than ninety percent (90%) of Executive's\nlast total compensation (defined as Base Salary plus Target Bonus of sixty\npercent (60%).\n\n\n                                       3\n\n\n\n                  D.       The failure of any successor to the Company by\nmerger, consolidation or acquisition of all or substantially all of the business\nof the Company to assume the Company's obligations under this Agreement.\n\n                  E.       A material breach by the Company of its obligations\nunder this Agreement.\n\n                  9.       CAUSE. \n\n                  For purposes of this Agreement, \"Cause\" shall mean a \nreasonable belief by the Board of Directors that Executive has engaged in any \none of the following: (i) financial dishonesty, including, without \nlimitation, misappropriation of funds or property, or any attempt by \nExecutive to secure any personal profit related to the business or business \nopportunities of the Company without the informed, written approval of the \nCompany's Board of Directors; (ii) refusal to comply with reasonable \ndirectives of the Company's Chief Executive Officer or Board of Directors; \n(iii) negligence or reckless or willful misconduct in the performance of \nExecutive's duties; (iv) failure to perform, or continuing neglect in the \nperformance of, duties assigned to Executive; (v) misconduct which has a \nmaterially adverse effect upon the Company's business or reputation; (vi) the \nconviction of, or plea of nolo contendre to, any felony or a misdemeanor \ninvolving moral turpitude or fraud; (vii) the material breach of any \nprovision of this Agreement; (viii) violation of Company policies including, \nwithout limitation, the Company's policies on equal employment opportunity \nand prohibition of unlawful harassment; (ix) death of the Executive; or (x) a \ndisability which continues for a period in excess of 365 days. A termination \nas a result of a Change in Control shall not constitute cause.\n\n                  10.      CHANGE IN CONTROL.\n\n                  For purposes of this Agreement \"Change In Control\" shall mean\nany of the following transactions effecting a change in ownership or control of\nthe Company:\n\n                                    (i) a merger, consolidation or\n         reorganization approved by the Company's stockholders, UNLESS\n         securities representing more than fifty percent (50%) of the total\n         combined voting power of the voting securities of the successor Company\n         are immediately thereafter beneficially owned, directly or indirectly\n         and in substantially the same proportion, by the persons who\n         beneficially owned the Company's outstanding voting securities\n         immediately prior to such transaction, or\n\n                                   (ii) any stockholder-approved transfer or\n         other disposition of all or substantially all of the Company's assets,\n         or\n\n                                  (iii) the acquisition, directly or\n         indirectly, by any person or related group of persons (other than the\n         Company or a person that directly or indirectly controls, is controlled\n         by, or is under common control with, the Company), of beneficial\n         ownership (within the meaning of Rule 13d-3 of the 1934 Act) of\n         securities possessing more than fifty percent (50%) of the total\n         combined voting power of the Company's outstanding securities pursuant\n         to a tender or exchange offer made directly to the Company's\n         stockholders.\n\n\n                                       4\n\n\n\n                  In no event, however, shall a Change in Control be deemed to\noccur in connection with any public offering of the Common Stock.\n\n                  11.      RESTRICTIVE COVENANTS.\n\n                  During the Employment Period:\n\n                                    (i) Executive shall devote Executive's full\n         time and energy solely and exclusively to the performance of\n         Executive's duties described herein, except during periods of illness\n         or vacation periods.\n\n                                   (ii) Executive shall not directly or\n         indirectly provide services to or through any person, firm or other\n         entity except the Company, unless otherwise authorized by the Board in\n         writing.\n\n                                  (iii) Executive shall not render any\n         services of any kind or character for Executive's own account or for\n         any other person, firm or entity without first obtaining the Company's\n         written consent.\n\nExecutive, however, shall have the right to perform such incidental services as\nare necessary in connection with (a) Executive's private passive investments,\nbut only if Executive is not obligated or required to (and shall not in fact)\ndevote any managerial efforts which interfere with the services required to be\nperformed by him, or (b) Executive's charitable or community activities, or\nparticipation in trade or professional organizations, but only if such\nincidental services do not interfere with the performance of Executive's\nservices to the Company.\n\n                  12.      NON-COMPETITION DURING THE EMPLOYMENT PERIOD.\n\n                  Executive acknowledges and agrees that given the extent and\nnature of the confidential and proprietary information he will obtain during the\ncourse of his employment with the Company, it would be inevitable that such\nconfidential information would be disclosed or utilized by the Executive should\nhe obtain employment from, or otherwise become associated with, an entity or\nperson that is engaged in a business or enterprise that directly competes with\nthe Company. Consequently, during any period for which Executive is receiving\npayments from the Company, either as wages or as a severance benefit, including\nbut not limited to severance pay pursuant to paragraph 7, Executive shall not,\nwithout prior written consent of the Company's Board of Directors, directly or\nindirectly own, manage, operate, join, control or participate in the ownership,\nmanagement, operation or control of, or be employed by or connected in any\nmanner with, any enterprise which is engaged in any business competitive with or\nsimilar to that of the Company; provided, however, that such restriction shall\nnot apply to any passive investment representing an interest of less than two\npercent (2%) of an outstanding class of publicly-traded securities of any\nCompany or other enterprise which is not, at the time of such investment,\nengaged in a business competitive with the Company's business.\n\n                  13.      NON-SOLICITATION.\n\n                  During the Employment Period and for one (1) year following\ntermination of Executive's employment, Executive shall not encourage or solicit\nany of the Company's\n\n\n                                       5\n\n\n\nemployees to leave the Company's employ for any reason or interfere in any other\nmanner with employment relationships at the time existing between the Company\nand its employees. In addition, Executive shall not solicit, directly or\nindirectly, business from any client of the Company, induce any of the Company's\nclients to terminate their existing business relationship with the Company or\ninterfere in any other manner with any existing business relationship between\nthe Company and any client or other third party.\n\n                  Executive acknowledges that monetary damages may not be\nsufficient to compensate the Company for any economic loss which may be incurred\nby reason of his breach of the foregoing restrictive covenants. Accordingly, in\nthe event of any such breach, the Company shall, in addition to the termination\nof this Agreement and any remedies available to the Company at law, be entitled\nto obtain equitable relief in the form of an injunction precluding Executive\nfrom continuing such breach.\n\n                  14.      PROPRIETARY INFORMATION.\n\n                  As a condition precedent to Executive's employment with the\nCompany, Executive will execute the Company's standard Confidential Information\nand Assignment of Inventions Agreement attached hereto as Exhibit A. Executive's\nobligations pursuant to the Confidential Information and Assignment of\nInventions Agreement will survive termination of Executive's employment with the\nCompany.\n\n                  15.      SUCCESSORS AND ASSIGNS.\n\n                  This Agreement is personal in its nature and the Executive\nshall not assign or transfer his rights under this Agreement. The provisions of\nthis Agreement shall inure to the benefit of, and be binding on each successor\nof the Company whether by merger, consolidation, transfer of all or\nsubstantially all assets, or otherwise and the heirs and legal representatives\nof Executive.\n\n                  16.      NOTICES.\n\n                  Any notices, demands or other communications required or\ndesired to be given by any party shall be in writing and shall be validly given\nto another party if served either personally or if deposited in the United\nStates mail, certified or registered, postage prepaid, return receipt requested.\nIf such notice, demand or other communication shall be served personally,\nservice shall be conclusively deemed made at the time of such personal service.\nIf such notice, demand or other communication is given by mail, such notice\nshall be conclusively deemed given forty-eight (48) hours after the deposit\nthereof in the United States mail addressed to the party to whom such notice,\ndemand or other communication is to be given as hereinafter set forth:\n\n         To the Company:\n\n                  Human Resources Department\n                  Specialty Laboratories, Inc.\n                  2211 Michigan Avenue\n                  Santa Monica, California 90404-3900\n\n\n                                       6\n\n\n\n         To Executive:\n\n                  Paul F. Beyer\n                  Current address as noted in\n                  personnel file at Company\n\nAny party may change its address for the purpose of receiving notices, demands\nand other communications by providing written notice to the other party in the\nmanner described in this paragraph.\n\n                  17.      GOVERNING DOCUMENTS.\n\n                  This Agreement along with the documents expressly referenced\nin this Agreement constitute the entire agreement and understanding of the\nCompany and Executive with respect to the terms and conditions of Executive's\nemployment with the Company and the payment of severance benefits and supersedes\nall prior and contemporaneous written or verbal agreements and understandings\nbetween Executive and the Company relating to such subject matter. This\nAgreement may only be amended by written instrument signed by Executive and an\nauthorized officer of the Company. Any and all prior agreements, understandings\nor representations relating to the Executive's employment with the Company are\nterminated and cancelled in their entirety and are of no further force or\neffect.\n\n                  18.      GOVERNING LAW.\n\n                  The provisions of this Agreement will be construed and\ninterpreted under the laws of the State of California. If any provision of this\nAgreement as applied to any party or to any circumstance should be adjudged by a\ncourt of competent jurisdiction to be void or unenforceable for any reason, the\ninvalidity of that provision shall in no way affect (to the maximum extent\npermissible by law) the application of such provision under circumstances\ndifferent from those adjudicated by the court, the application of any other\nprovision of this Agreement, or the enforceability or invalidity of this\nAgreement as a whole. Should any provision of this Agreement become or be deemed\ninvalid, illegal or unenforceable in any jurisdiction by reason of the scope,\nextent or duration of its coverage, then such provision shall be deemed amended\nto the extent necessary to conform to applicable law so as to be valid and\nenforceable or, if such provision cannot be so amended without materially\naltering the intention of the parties, then such provision will be stricken and\nthe remainder of this Agreement shall continue in full force and effect.\n\n                  19.      REMEDIES.\n\n                  All rights and remedies provided pursuant to this Agreement or\nby law shall be cumulative, and no such right or remedy shall be exclusive of\nany other. A party may pursue any one or more rights or remedies hereunder or\nmay seek damages or specific performance in the event of another party's breach\nhereunder or may pursue any other remedy by law or equity, whether or not stated\nin this Agreement.\n\n\n                                       7\n\n\n\n                  20.      ARBITRATION.\n\n                  Executive and the Company shall separately execute an\nArbitration Agreement in the form attached hereto as Exhibit B which, among\nother things shall provide for arbitration of all claims which arise out of\nExecutive's employment under the terms of this Agreement. This Arbitration\nAgreement will survive the termination of Executive's employment with the\ncompany.\n\n                  21.      NO WAIVER.\n\n                  The waiver by either party of a breach of any provision of\nthis Agreement shall not operate as or be construed as a waiver of any later\nbreach of that provision.\n\n                  22.      COUNTERPARTS.\n\n                  This Agreement may be executed in more than one counterpart,\neach of which shall be deemed an original, but all of which together shall\nconstitute but one and the same instrument.\n\n                                         Specialty Laboratories, Inc.\n\n\n\n                                         --------------------------------\n                                         By:  James B. Peter M.D., Ph.D.\n                                         Title: Chairman and CEO\n\n\n\n                                         --------------------------------\n                                         Paul F. Beyer\n\n\n                                       8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8892],"corporate_contracts_industries":[9437],"corporate_contracts_types":[9539,9544],"class_list":["post-39572","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-specialty-laboratories-inc","corporate_contracts_industries-health__labs","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\/39572","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=39572"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39572"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39572"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39572"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}