exv10w77



 



Exhibit 10.77



EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1st
day of April, 2003, by and between Gene Logic Inc., a Delaware corporation (the
“Company”), and Stephen J. Trevisan (the “Executive”).


     WHEREAS, pursuant to that certain Agreement and Plan of Merger among the
Company, Therimmune Research Corporation (“Therimmune”), GLAII Corp. (the
“Merger Sub”), and Edward J. Krause, III, as Securityholders’ Representative,
dated February 25, 2003, Therimmune will be merged with and into the Merger Sub
(the Merger”) which shall be the “Surviving Corporation”; and


     WHEREAS, Executive has been employed by Therimmune as its Chief Executive
Officer through the effective time of the Merger (the “Prior Employment
Arrangement”); and


     WHEREAS, the Executive and the Company wish to terminate the Prior
Employment Arrangement and enter into this Agreement effective upon the
effective time of the Merger (the “Effective Date”) under which Executive will
be employed by the Company; and


     WHEREAS, upon and following the effective time of the Merger, the GLGC
Group, as defined in Section 5.2(a), will be engaged in the “Business” of
providing information services, discovery services and contract research
services (CRO) to pharmaceutical and biotechnology companies


     NOW, THEREFORE, in consideration of the mutual promises made below, the
parties agree as follows:


     1.          Employment, Duties and Acceptance.


                  1.1     Employment.   (a) Effective upon the Effective Date, the Prior
Employment Arrangement shall hereby automatically be terminated by mutual
consent of Executive and Surviving Corporation, with neither party having any
further obligations thereunder. The Prior Employment Arrangement shall be
replaced and superseded in its entirety by this Agreement under which the
Company shall employ the Executive as President of the Surviving Corporation
(to be renamed after the Effective Date as Therimmune Research Corporation) for
at least the first six (6) months from the Effective Date unless the parties
mutually agreed to change such title sooner, after which time the title may
change commensurate with the Executive’s responsibilities, but in no case shall
the title be less than that of Executive Vice President. In such capacity, the
Executive shall perform such executive and management duties and assume such
other responsibilities as


 






 




may be assigned by the Chief Executive Officer of the
Company (“CEO”) from time to time. The Executive accepts such employment and shall perform his duties
faithfully and to the best of his abilities.


                  (b)     The Company will cause Executive to be elected to the Company’s Board
of Directors for the term ending in 2005, and Executive agrees to serve on such
Board without additional compensation.


                  (c)     The Executive shall devote his full working time and creative energies
to the performance of his duties hereunder and will at all times devote such
additional time and efforts as are reasonably sufficient for fulfilling the
significant responsibilities entrusted to him. So long as such activities, in
the aggregate, do not interfere with the performance by the Executive of his
duties hereunder: (i) the Executive shall be permitted a reasonable amount of
time to supervise his personal, passive investments; and (ii) the Executive
shall be permitted a reasonable amount of time to participate (as board member,
officer or volunteer) in civic, political and charitable activities.


                  1.2     Place of Employment.   The Executive’s principal place of
employment shall be at the Company or Surviving Corporation’s headquarters, as
mutually agreed by the parties, in the Baltimore-Washington, D.C. metropolitan
area, subject to such travel as may be reasonably required by his employment
pursuant to the terms hereof. The Executive shall not be required to relocate
outside of the Baltimore-Washington, D.C. metropolitan area during the Term
unless the Executive so agrees and Company provides relocation benefits
reasonably acceptable to the Executive.


     2.          Term of Employment.


                  The Executive’s term of employment with the Company (the “Term”) shall
commence immediately following the Effective Date and continue thereafter on an
at-will basis until terminated by either party pursuant to Section 4, subject
to certain rights upon termination as provided in Section 4. If Executive’s
employment hereunder with the Company is terminated by the Executive or by the
Company, Executive shall thereby be terminated, and Executive agrees to resign
immediately from all other positions with the GLGC Group, including without
limitation, as a member of the Board of Directors of the Company or any other
member of such group.


     3.          Compensation.


                  3.1     Salary.   As compensation for all services to be rendered
pursuant to this Agreement, the Company shall pay to the Executive during the
Term a salary at the rate of $300,000 per annum (the “Base Salary”) less such
deductions as shall be required to be withheld by applicable tax and other laws
and regulations or as otherwise authorized by the Executive. The Base Salary
shall accrue from and after the Effective Date, and shall be payable during the
Term, in arrears in equal periodic installments, not less frequently than


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semi-monthly. The Executive’s Base Salary shall be reviewed annually and may
be increased based upon the evaluation of the Executive’s performance and the
compensation policies of the Company in effect at the time of each such review.
The Base Salary shall be prorated for calendar year 2003 (and for any other
year in which Executive is not employed by the Company for the entire year)
based on the portion of the year in which Executive is employed on a full-time
basis by the Company.


                  3.2     Bonus.   Executive will be eligible to participate in a bonus
plan established by the Compensation Committee of the Board (the “Compensation
Committee”). Payment of a bonus under such plan will be contingent on achieving
such targets and levels of performance as may be specified for the Executive by
the Compensation Committee. Bonus payments will be made on at least an annual
basis, subject to prior approval by the Compensation Committee. The target
bonus for Executive for the Company’s fiscal year 2003, which shall be based on
achieving 100% of the targets and levels of performance established by the
Compensation Committee, will be $120,000 for a full calendar year, less
applicable withholding, prorated based on the portion of the year in which
Executive is employed by the Company. For 2003, the bonus plan shall be
divided into two periods, with the first period ending June 30, 2003 and the
second period ending December 31, 2003. The target bonus for the period ending
June 30, 2003 shall be $60,000 multiplied by the percentage of the six (6)
month period ending on such date during which the Executive is employed by the
Company. The target bonus for the period ending December 31, 2003 shall be
$60,000. To receive a bonus for any period, except as specifically provided in
section 4.7, the Executive must be employed by the Company on a full-time basis
as of the last business day of the period for which the bonus is paid.


                  3.3     Stock Options.    Executive will receive a stock option grant
under the Company’s 1997 Equity Incentive Plan (the “Plan”) to acquire 100,000
shares of Company Common Stock at an exercise price equal to the fair market
value per share at date of grant, which will be Executive’s first day of
employment hereunder (which for purposes of the plan is deemed to be the
closing price on the last business day preceding the date of grant). The stock
options will vest and become exercisable at the rate of one-forty eighth per
month at the end of each month of employment. The options will have a 10 year
term and be subject to the other terms and conditions of the Plan and the
standard form of stock option grant agreement thereunder (which are attached as
Exhibits A and B hereto). The stock option will be an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as amended, (“Code”) to
the maximum extent permitted by the law and the Plan; any remaining portion of
the stock option will be treated as a Non-Statutory Stock Option.


                  3.4     Participation in Executive Benefit Plans.   The Executive shall
be permitted during the Term, to the extent eligible, to participate in any
group life, medical, dental, vision, or disability insurance plans, accidental
death and dismemberment plan, 401(k) plan, or similar benefit plans of the
Company which may be generally available to other senior executives of the
Company.


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                  3.5     Paid Time Off (“PTO”).   The Executive shall accrue an aggregate
of twenty-eight (28) days of PTO per calendar year, at the rate of 9.33 hours
per semi-monthly pay period, in accordance with the Company’s policies, plus
carryover for 2003 of unused, accrued vacation time as a result of employment
with Therimmune, of up to a maximum of 43 days. PTO accruing in calendar year
2003 (and in any other year in which Executive is not employed by the Company
for the entire year) shall be prorated based on the portion of the year in
which Executive is employed by the Company.


                  3.6     Holidays.   The Executive shall be eligible for holidays in
accordance with the Company’s policy and schedule.


                  3.7     Expenses.   In accordance with the Company’s policies, the
Executive will be reimbursed for all ordinary, necessary and reasonable
business expenses (including, without limitation, travel, meetings, dues,
subscriptions, fees, educational expenses, and expenses incurred for operation
of mobile telephones,) actually incurred or paid by the Executive during the
Term in the performance of the Executive’s services under this Agreement, upon
presentation of expense statements or vouchers or such other supporting
information as the Board may reasonably require.


                  3.8     Tax/Financial Planning.   The Executive shall be reimbursed in
an amount not in excess of $5,000 in the aggregate per year for tax return
preparation and certain financial planning advice in accordance with the
Company’s policies.


                  3.9.     Withholding.   The Company is authorized to withhold from the
amount of any Base Salary and bonuses and any other payments or benefits paid
or provided to or for the benefit of the Executive, all sums authorized by the
Executive or required to be withheld by law, court decree, or executive order,
including (but not limited to) such things as income taxes, employment taxes,
and employee contributions to fringe benefit plans sponsored by the Company.


     4.          Termination.


                  4.1     General.    The employment of the Executive hereunder may be
terminated as provided in this Section 4.


                  4.2     Termination Upon Mutual Agreement.    The Company and the
Executive may, by mutual written agreement, terminate this Agreement and/or the
employment of the Executive at any time.


                  4.3     Death or Disability of Executive.


                  (a)     The employment of the Executive hereunder shall terminate upon (i) the
death of the Executive, and (ii) at the option of the Company upon not less
than thirty (30) days’ prior written notice to the Executive or his personal
representative or guardian, if the Executive suffers a Total Disability (as
defined in Section 4.3(b) below).


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                  (b)     For purposes of this Agreement, “Total Disability” shall mean (i) if
the Executive is subject to a legal decree of incompetency (the date of such
decree being deemed the date on which such disability occurred), or (ii) the
written determination by a physician selected by the Company that, because of a
medically determinable disease, injury or other physical or mental disability,
the Executive is unable to perform each of his essential duties, without
reasonable accommodation, and that such disability has lasted for the
immediately preceding ninety (90) days and is, as of the date of determination,
reasonably expected to last an additional ninety (90) days or longer after the
date of determination. If requested by the Company, Executive agrees to appear
at a medical examination by a physician selected by the Company and to furnish
to such physician such medical information as is needed for a determination
under this Section 4.3(b). Nothing in this provision is intended to restrict
rights or obligations under the Americans with Disabilities Act or other
applicable law.


                  (c)     Any leave on account of illness or temporary disability which is short
of Total Disability shall not constitute a breach of this Agreement by the
Executive and in no event shall any party be entitled to terminate this
Agreement for Cause (as defined below) due to any such leave. All physicians
selected hereunder shall be Board certified in the specialty most closely
related to the nature of the disability alleged to exist.


                  4.4     Termination For Cause.    The Company may, upon action of the
Board, and upon written notice to the Executive specifying in reasonable detail
the reason therefor, terminate the employment of the Executive at any time for
Cause (as defined in Attachment A); provided, however, that if the reason for
termination for Cause is susceptible of cure as determined by the Company, the
Executive shall have a period of fifteen (15) business days after such written
notice to effect a cure satisfactory to the Company.


                  4.5     Termination Without Cause.   The Company may also terminate the
employment of the Executive without Cause upon 30 days advance written notice
to the Executive, which termination shall constitute an “Involuntary
Termination Without Cause”. Termination without Cause shall not include a
termination due to death or Total Disability.


                  4.6     Termination by Executive.    The Executive may resign (and
thereby terminate his employment under this Agreement) at any time upon not
less than thirty (30) days’ prior written notice to the Company. The written
notice should state whether or not the termination is considered by the
Executive to be a Constructive Termination (as defined in Attachment B), and,
if it is, specify in detail the reasons therefor; provided, however, that if
the reason for the Constructive Termination is susceptible of cure as
determined by the Executive, the Company shall have a period of fifteen (15)
business days after such written notice to effect a cure satisfactory to the
Executive.


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                  4.7        Payments Upon Termination.


                  (a)     (i)     In the event the Executive’s employment is terminated by the
Company in an Involuntary Termination Without Cause or by the Executive in a
Constructive Termination before Executive completes thirteen (13) months of
service with the Company, the Company shall pay the Executive one year’s Base
Salary as specified in Section 3.1 of this Agreement plus the full target
annual bonus for the year of termination, less any bonus payments already paid
for such year.


                            (ii)     Following the completion of thirteen (13) months of service with the
Company, (x) if Executive’s employment is thereafter terminated by the Company
without Cause, the Company shall pay the Executive six (6) months Base Salary
and (y) if Executive elects to resign, the Company shall not owe him any
payment other than amounts accrued prior to termination. In addition,
following the completion of thirteen (13) months of service with the Company,
the Executive shall be included in the Gene Logic, Inc. Executive Severance
Plan attached as Exhibit C (the “Executive Severance Plan”). Notwithstanding
anything to the contrary above, if the Executive is eligible for cash severance
benefits under the Executive Severance Plan, then the provisions set forth in
such plan shall apply in lieu of payments under this subsection (ii).


                            (iii)     The Company shall have no further liability to the Executive
pursuant to this Agreement, in the event of termination by the Company in an
Involuntary Termination Without Cause or a Termination by the Executive except
as set forth in this Section 4.7(a), including, without limitation, any
liability to pay the Executive any severance, bonus or any other compensation.
The Company also waives, releases and remises (A) any obligation or duty under
applicable law on the part of the Executive to seek or obtain other engagements
or employment or to otherwise mitigate any damages to which the Executive may
be entitled by reason of any termination of this Agreement; and (B) any right
in or claim to any remuneration or compensation received by Executive pursuant
to any engagements or employment subsequent to the termination of this
Agreement. Any payments made under this Section 4.7(a) or the Executive
Severance Plan will be conditioned upon execution by Executive of a release of
claims arising from or connected with his employment in such form as may be
specified by the Company (excluding from any such release any rights Executive
may have to indemnification or insurance coverage with respect to his actions
while employed by the Company under Directors and officers or other insurance
maintained by the Company or under the Company’s indemnification policies and
applicable law concerning indemnification).


                  (b)     In the event the Executive’s employment is terminated (i) by the
Company for Cause, or (ii) by the Executive in other than a Constructive
Termination, then the Company shall have no duty to make any payments or
provide any benefits to the Executive pursuant to this Agreement other than
payment of the amount of the Executive’s Base Salary and benefits accrued
through the date of termination of his employment.


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                  (c)     Upon termination of Executive’s employment for death or Total
Disability, the Company shall pay to the Executive, or to his guardian or
personal representative, as the case may be, in addition to any insurance or
disability benefits to which he may be entitled hereunder, all amounts accrued
or vested prior to such termination (including a pro rata amount with respect
to any Bonus earned under Section 3.2 for the portion of the year preceding the
date on which death or Total Disability occurred); provided, however, if cash
severance benefits are payable under the Executive Severance Plan as the result
of such termination, then the provisions set forth in such plan shall apply in
lieu of the foregoing. Any bonus payment will be made at the time it is
normally due under the bonus plan and the amount will be determined based on
attainment of the goals established for such year The Company shall have no
further liability to the Executive, guardian or personal representative
pursuant to this Agreement, including, without limitation, any liability to pay
the Executive, guardian or personal representative any severance, bonus or any
other compensation.


                  4.8     No Disparaging Comments Upon Termination.


                  Upon termination of this Agreement, the Executive shall refrain from
making any disparaging remarks about the businesses, services, products,
stockholders, officers, directors or other personnel of the Company, or any of
its affiliates.


     5.          Certain Covenants of the Executive.


                  5.1     Necessity for Covenants.    The Executive acknowledges that (i)
the GLGC Group (as defined below) is engaged and will in the future be engaged
in the Business as described in this Agreement; (ii) his employment pursuant to
this Agreement will give him access to customers and suppliers of the GLGC
Group; (iii) his employment will give him access to confidential information
and other trade secrets concerning the GLGC Group’s products, services and the
Business and (iv) the agreements and covenants contained in this Section 5 are
essential to protect the business and goodwill of the GLGC Group. In order to
induce the Company to enter into this Agreement and pay the compensation and
other benefits at the levels requested by the Executive, the Executive enters
into the following covenants:


                  5.2     Definitions.


                  (a)     “GLGC Group” for purposes of this Article 5 shall include the
Company, the Surviving Corporation and all of their majority owned subsidiaries
and affiliates and successors and assigns of the above.


                  (b)     “Business Contact” shall mean any (i) customer which has
purchased goods or services provided by the GLGC Group during the Term, (ii)
prospective customer whom the Executive or persons working for or directly with
the Executive has contacted during the Term for the purpose of endeavoring to
sell the goods


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or services of the GLGC Group to the prospective customer, or (iii) provider of
material amounts of goods or services to the GLGC Group.


                  (c)     “Service Area” means the entire world.


                  5.3     Restrictions.   During the Term and for a period of two (2)
years after the date (the “Termination Date”) the Executive’s employment
hereunder is terminated (the “Restricted Period”) regardless of whether such
termination is voluntary or involuntary or with or without Cause, the Executive
shall not, directly or indirectly, for himself or on behalf of any other
person, firm, corporation or other entity, whether as a principal, agent,
employee, stockholder, partner, officer, member, adviser, consultant, director,
sole proprietor, or otherwise:


                  (a)     call upon or solicit any Business Contact for the purpose of
persuading the Business Contact to engage the Executive or any other person,
firm, corporation or other entity to provide goods or services which are the
same as or similar to those the GLGC Group provided or proposed to provide to
the Business Contact or to engage the Business Contact to provide goods or
services which are the same as or similar to those the Business Contact
provided to the GLGC Group to any other person, firm, corporation or other
entity;


                  (b)     solicit, participate in or promote the solicitation of any person who
was employed by the GLGC Group at any time during the twelve (12) months
preceding the Termination Date to leave the employ of the GLGC Group, or hire
or engage any of those persons;


                  (c)     make any disparaging remarks about the GLGC Group’s business, services
or personnel;


                  (d)     interfere in any way with the GLGC Group’s business, prospects or
personnel; or


                  (e)     render services (other than services unrelated to the Business) to, or
become affiliated with, any person, company or other entity engaged in any
business that competes with the Business within the Service Area, directly or
indirectly, in any capacity; provided, however, that the Executive may own,
directly or indirectly, solely as an investment, securities which are publicly
traded if the Executive (a) is not a controlling person of, or a member of a
group which controls, the issuer and (b) does not, directly or indirectly, own
5% or more of any class of securities of the issuer.


                  5.4     Rights and Remedies Upon Breach.   If the Executive breaches, or
threatens to commit a breach of, any of the provisions of Section 5.3 (the
“Restrictive Covenants”), the Company shall, in addition to its right
immediately to terminate this Agreement for Cause, have the right and remedy
(which right and remedy shall be independent of others and severally
enforceable, and which shall be in addition to, and not


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in lieu of, any other rights and remedies available to the Company under law or
in equity) to have the Restrictive Covenants specifically enforced by any court
having jurisdiction, it being acknowledged and agreed that any such breach or
threatened breach could cause irreparable injury to the Company and that money
damages may not provide adequate remedy to the Company.


                  5.5     Covenants Currently Binding Executive.   The Executive warrants
that his employment by the Company will not (a) violate any non-disclosure
agreements, covenants against competition, or other restrictive covenants or
agreements made by the Executive with, to or for the benefit of any previous
employer or partner, or (b) violate or constitute a breach or default under,
any statute, law, judgment, order, decree, writ, injunction, deed, instrument,
contract, lease, license or permit to which the Executive is a party or by
which the Executive is bound.


                  5.6     Litigation..    There is no litigation, proceeding or
investigation of any nature (either civil or criminal) which is pending or, to
the best of the Executive’s knowledge, threatened against or affecting the
Executive or which would adversely affect his ability to substantially perform
the duties herein.


                  5.7     Review.    The Executive has received or been given the
opportunity to review the provisions of this Agreement, and the meaning and
effect of each provision, with independent legal counsel of the Executive’s
choosing.


                  5.8     Severability of Covenants.   The Executive acknowledges and
agrees that the Restrictive Covenants are reasonable and valid in geographical
and temporal scope and in all respects. If any court determines that any of
the Restrictive Covenants, or any part thereof, is invalid or unenforceable,
the remainder of the Restrictive Covenants shall not thereby be affected and
shall be given full effect, without regard to the invalid portions.


                  5.9     Blue-Penciling.   If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographic scope of such provision, such court shall have the power
to reduce the duration or scope of such provision, as the case may be, and, in
its reduced form, such provision shall then be enforceable and shall be
enforced. If any such court declines to so revise such covenant, the parties
agree to negotiate in good faith a modification that will make such duration or
scope enforceable.


                  5.10     Confidentiality and Proprietary Inventions Agreement.   In
addition to the restrictive covenants set forth above, the Executive shall
enter into and be bound by the provisions set forth in the Company’s
Proprietary Information and Inventions Agreement attached hereto as Exhibit
D, which is expressly incorporated by reference hereto.


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     6.          Dispute Resolution.


                  6.1     Arbitration Policy.   Subject to the Company’s right to seek
injunctive relief as specified in Section 5.4 of this Agreement, the Parties
agree that arbitration is the required and exclusive forum for the resolution
of any and all disputes between them, including claims arising under statute,
common law, or this Agreement. This mandatory arbitration provision includes
without limitation any claims or actions under Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1866 (“Section 1981”), the Americans with
Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in
Employment Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee
Retirement Income Security Act, and any other federal, state or local statute,
law or regulation regarding employment, employment discrimination, terms and
conditions of employment, compensation or termination of employment. This
mandatory arbitration provision includes any dispute between the Executive and
the Company or its parents, subsidiaries and affiliates, and its and their
current and former officers, directors, employees and agents.


                  Any covered dispute must be submitted to arbitration in accordance with
the National Rules for the Resolution of Employment Disputes of the American
Arbitration Association. Any such arbitration will be conducted in Montgomery
County, Maryland, and will be decided in accordance with and determined by the
laws of the State of Maryland and/or applicable federal law. The Executive
specifically agrees that the Company may seek specific performance of this
provision, as well as other injunctive relief, from the state or federal courts
in Maryland. The arbitrator shall not have the authority to award punitive
damages, costs or attorneys’ fees to either Party except where expressly
provided for by the applicable law.


                  Except as otherwise provided by applicable law, the administrative costs
of the arbitration (filing fees, cost for the arbitration site, other AAA fees,
arbitrator’s fee) shall be divided equally between the parties. The fees and
expenses of any witness shall be paid by the Party requiring the presence of
such witness. Each Party shall bear its own costs and expenses in all other
respects. The resolution of any dispute achieved through such arbitration
shall be final and binding and enforceable by a court of competent
jurisdiction.


                  6.2     No Jury Trial.   NEITHER PARTY SHALL ELECT A TRIAL BY JURY IN
ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT.


                  6.3     Personal Jurisdiction.   Both parties agree to submit to the
jurisdiction and venue of the state courts in the State of Maryland as to
matters involving enforcement of this Agreement including any award under an
arbitration proceeding.


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     7.          Other Provisions.


                  7.1     Notices.   Any notice or other communication required or which
may be given hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission, sent by nationally
recognized overnight courier service such as FedEx or UPS or sent by certified,
registered or express mail, postage paid, and shall be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission
or, if sent by courier on the second business after delivery by the courier
service or, if mailed, four days after the date of mailing, as follows:



	 
	(a)     if to the Company, to:
	 
	Gene Logic, Inc.
	708 Quince Orchard Road
	Gaithersburg, MD 20878
	Attention: Chief Executive Officer
	 
	with copies to:
	 
	Ariel Vannier, Esquire
	Venable, Baetjer, Howard and Civiletti, LLP
	1201 New York Avenue
	Washington, DC 20005
	 
	(b)     if to the Executive, to:
	 
	Stephen J. Trevisan
	[Deleted]



                  Any party may by notice given in accordance with this Section to the other
party designate another address or person for receipt of notices hereunder.


                  7.2     Entire Agreement.   This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all prior agreements and understandings, written or oral, with respect thereto.


                  7.3     Waivers and Amendments.   This Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the
Executive and a duly authorized officer of the Company (each, in such capacity,
a party) or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part
of any party of any right, power or privilege hereunder, nor any single or
partial exercise of


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any right, power or privilege hereunder, preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.


                  7.4     Governing Law.   This Agreement has been negotiated and is to be
performed in the State of Maryland, and shall be governed and construed in
accordance with the laws of the State of Maryland applicable to agreements made
and to be performed entirely within such State.


                  7.5     Counterparts.   This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


                  7.6     Confidentiality.   Neither party shall disclose the contents of
this Agreement to any person, firm or entity, except the agents or
representatives of the parties, or except as required by law.


                  7.7     Word Forms.   Whenever used herein, the singular shall include
the plural and the plural shall include the singular. The use of any gender or
tense shall include all genders and tenses.


                  7.8     Headings.   The Section headings have been included for
convenience only, are not part of this Agreement, and are not to be used to
interpret any provision hereof.


                  7.9     Binding Effect and Benefit.   This Agreement shall be binding
upon and inure to the benefit of the parties, their successors, heirs, personal
representatives and other legal representatives. This Agreement may be
assigned by the Company to any entity that buys substantially all of the
Company’s assets or to any affiliate of the Company with the consent of the
Executive which shall not be unreasonably withheld. However, the Executive may
not assign this Agreement without the prior written consent of the Company.


                  7.10     Separability.   The covenants contained in this Agreement are
separable, and if any court of competent jurisdiction declares any of them to
be invalid or unenforceable, that declaration of invalidity or unenforceability
shall not affect the validity or enforceability of any of the other covenants,
each of which shall remain in full force and effect.


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     IN WITNESS WHEREOF, the parties, intending to be legally bound, have
executed this Agreement as of the day and year first above written.



	 	 	 	 	 
	 	 	
GENE LOGIC INC.	 	 
	 	 	 	 	 
	 	 	 	 	 
	      4/1/03	By:   	
/s/ MARK D. GESSLER
	(SEAL)	 
	
	 	
	 	 
	Dated	 	
      President and	 	 
	 	 	
      Chief Executive Officer	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
      EXECUTIVE:	 	 
	 	 	 	 	 
	      3/25/03	 	
/s/ STEPHEN J. TREVISAN
	(SEAL)	 
	
	
	 	 
	Dated	 	
      Stephen J. Trevisan	 	 



Acknowledgment and Agreement to Termination

of Prior Employment Arrangement


THERIMMUNE RESEARCH CORPORATION





	 	 	 
	By:	 	
/s/ JOSEPH W. ANGLE
	 	

	 	 	
Joseph W. Angle
	 	 	
Chief Financial Officer




-13-






 



Attachment A



Definition of “Cause”



“Cause” shall mean


	(i)	 	commission of an act or omission which would constitute a felony or a
misdemeanor which, in the Company’s reasonable opinion, could have a
material adverse effect on the Company’s business, financial condition,
prospects or reputation or the Executive’s performance of his duties,
under the laws of the United States or of any state or a crime involving
moral turpitude, including, but not limited to, fraud, theft, embezzlement
or any crime involving moral turpitude, including, but not limited to,
fraud, theft, embezzlement or any crime that results in or is intended to
result in personal enrichment at the expense of the Company;
	(ii)	 	material breach by the Executive of any agreement entered into between
the Executive and the Company;
	(iii)	 	willful misconduct by the Executive or gross negligence of the Executive
which could have a material adverse impact on the Company;
	(iv)	 	a material failure of the Executive in the performance of the Executive’s
duties provided that, if susceptible of cure as determined by the Company,
notice is provided and Executive fails to cure such failure within fifteen
(15) business days of such notice satisfactory to the Company;
	(v)	 	the violation by the Executive of the restrictive covenants in Section
5.3 hereof or the provisions of the Proprietary Information and Inventions
Agreement; or
	(vi)	 	engagement in any activity that constitutes a material conflict of
interest with the Company.



With respect to any criminal act, the Company may base such a determination on
facts available to it or on an arrest or charges by an appropriate government
authority and may, at its option, suspend the Executive without pay in lieu of
immediate termination in the event of any criminal charges, pending additional
information, criminal conviction or other action.


 






 


Attachment B



Definition of “Constructive Termination”



For the first 13 months of Executive’s employment with the Company,
“Constructive Termination” shall have essentially the same meaning as under the
Executive Severance Plan, wherein the term is defined to mean that Executive
resigns with the Company after any of the following are undertaken without the
Executive’s express written consent:


                  (i)     the assignment to Executive of material duties or responsibilities
clearly not consistent with his title as initially established under this
Agreement or as changed by mutual agreement of the parties (provided that this
shall not prevent changes in duties assigned from time to time to meet the
needs of the Company), or any removal of the Executive from or any failure to
reelect the Executive to such position as an officer of the Company, except in
connection with the termination of the Executive’s service on account of death,
Disability, for Cause, or any resignation by the Executive other than
Constructive Termination;


                  (ii)     a reduction by the Company in Executive’s annual Base Salary;


                  (iii)     any failure by the Company to continue in effect any benefit plan or
arrangement, including incentive plans or plans to receive securities of the
Company, in which the Executive is participating (hereinafter referred to as
“Benefit Plans”), or the taking of any action by the Company which would
adversely affect the Executive’s participation in or reduce the Executive’s
benefits under any Benefit Plan or deprive the Executive of any fringe benefit
previously enjoyed by Executive; provided, however, that the Executive will not
incur a Constructive Termination based on this subsection (c) if the Company
offers a range of benefit plans and programs which, taken as a whole, are
comparable to the Benefit Plans;


                  (iv)     a relocation of the Executive or the Company’s offices to a location
more than twenty-five (25) miles from the location at which the Executive
previously performed his or her duties, except for required travel by the
Executive on the Company’s business to an extent substantially consistent with
the Executive’s previous business travel obligations;


                  (v)     any breach by the Company of any provision of this Agreement; or


                  (vi)     any failure by the Company to obtain the assumption of this Agreement
by any successor or assign of the Company.


 






 


Following the first 13 months of Executive’s employment with the Company, the
term “Constructive Termination” shall not be applicable except in circumstances
in which it is applicable under the Company’s Executive Severance Plan.


 






 


EXHIBIT A



GENE LOGIC, INC.

1997 EQUITY INCENTIVE PLAN



 






 





EXHIBIT B



FORM OF STOCK OPTION GRANT AGREEMENT



 






 





EXHIBIT C



GENE LOGIC INC. EXECUTIVE SEVERANCE PLAN



 






 





EXHIBIT D



GENE LOGIC INC. PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT