**Exhibit 10.12**

 

**EMPLOYMENT AGREEMENT**

 

THIS AGREEMENT, made and entered into as of this 13thday of October, 1998, by and between Immucor, Inc., a Georgia corporationwith its executive offices at 3130 Gateway Drive, Norcross, Georgia 30071(herein referred to as “Employer” or the “Company”), and Patrick D. Waddy,residing at 10 Homecrest Terrace Halifax, NS B3N1Y4 (herein referred to as “Employee”).

 

WITNESSETH

 

WHEREAS, the parties hereto desire to enter into anagreement for Employer’s employment of Employee on the terms and conditionshereinafter states.

 

NOW, THEREFORE, in consideration of the premises andthe mutual covenants and agreements herein contained, the parties hereby agreeas follows:

 

1.     Relationship Established

 

Employer hereby employs Employee as President of itsDominion Biologicals subsidiary to perform the services and duties normally andcustomarily associated with Employee’s position, such duties as specified inthe Employer’s bylaws, and such other duties as may from time to time be specifiedby the Employer’s Board of Directors. Employee will be retained in this position during the term of hisemployment under this Employment Agreement, and hereby agrees to perform suchservices and duties in this capacity.

 

2.     Extent of Services

 

Employee shall devote substantially all his businesstime, attention, skill and efforts to the performance of his duties hereunder,and shall use his best efforts to promote the success of the Employer’sbusiness.

 

3.     Term of Employment

 

Employee’s employment hereunder shall commence on October 13,1998 (hereinafter called the “Effective Date,” and shall continue for a periodof twelve (12) months, unless sooner terminated by the first to occur of thefollowing:

 

(a)   The death or complete disability of Employee.  “Complete disability,” as used herein, shallmean the inability of Employee, due to illness, accident or any other physicalor mental incapacity, to perform the services provided for hereunder for anaggregate of 12 months during the term hereof.

 

(b)   The discharge of Employee by Employer forCause.  Employee’s discharge shall be “forCause” if due to any of the following:

 

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(i)            Employee’s dishonesty,

(ii)           An act of defalcation committed by Employee,

(iii)          Employee’s continuing inability or refusal toperform reasonable duties assigned to him hereunder (unless such refusal occursfollowing the occurrence of a Change of Control, as defined herein) or

(iv)          Employee’s moral turpitude.

 

Disability because of illness or accident or anyother physical or mental disability shall not constitute a basis for dischargefor Cause.

 

(c)   The discharge of Employee by Employer withoutCause (which shall be deemed to have occurred if Employee’s employment hereunderterminates under Section 7 hereof).

 

(d)   At Employee’s request and with the expressprior written consent of Employer.

 

(e)   At Employee’s election upon 120 days notice(or such lesser notice as Employer may accept), without the express priorwritten consent of Employer.

 

(f)    At the end of the term of the Agreement, orany extension thereof, if either the Employer or Employee gives 60 days noticeto the other of non-renewal of the Agreement.

 

If not sooner terminated under the provisions ofparagraphs 3(a) through 3(f) above, the term of Employee’s employmenthereunder shall automatically renew for an additional period of twelve (12) months.

 

4.     Compensation

 

(a)   Subject to the provisions of Section 4(d),Employer will pay to Employee as base compensation for the services to beperformed by him hereunder the base compensation specified on Schedule Aattached hereto.  Schedule A may beamended from time to time upon the parties’ revision and re-execution thereof,whereupon the amended Schedule A shall be attached hereto; provided,however, the amended Schedule A shall be effective upon such re-execution,whether or not it is attached hereto.

 

(b)   The Employee may be entitled to additionalbonus compensation as may be determined by the Board of Directors of Employerfrom time to time, any such determination to be final, binding and conclusiveon Employee and all other persons.

 

(c)   In the event Employee’s employment shallterminate under Section 3(c) hereof, the Employee shall be paid anamount equal to the Average Annual Compensation payable to Employee under Schedule Afor the remainder of the term of this Agreement in accordance with the payment schedule setforth on Schedule A, to be paid over the remainder of the term of thisAgreement following termination.  Forpurposes of this Section, “Average Annual Compensation” shall mean the Employee’sannual base compensation payable to Employee under Section A in accordancewith the payment schedule set forth on Schedule A together with hisAverage Bonus.  “Average Bonus” shallmean the average bonus paid to employee over the last two years in which theEmployee was eligible to receive a bonus or such lesser number of years inwhich Employee was eligible to receive a bonus.

 

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(d)   In the event Employee’s employment shall terminateunder Section 3(a), 3(b), 3(d), 3(e) or 3(f) hereof, all ofEmployer’s obligations to Employee hereunder will cease automatically andEmployee shall only be entitled to compensation accrued through the date oftermination.

 

5.     Expenses

 

Employee shall be entitled to receive reimbursementfor, or payment directly by the Employer of, all reasonable expenses incurredby Employee at the request of the Employer in the performance of his dutiesunder this Agreement, provided that Employee accounts therefore in writing andthat such expenses are ordinary and necessary business expenses of the Employerwithin the meaning of Section 162 of the Internal Revenue Code of 1986 asamended.

 

6.     Insurance and Other Fringe Benefits

 

Employer will provide Employee with (a) healthinsurance, dental insurance, long-term disability insurance, paid vacations andother fringe benefits in the form and in dollar amounts substantiallyequivalent to the benefits provided to the Employer’s other employees in asimilar position and with similar responsibilities, and (b) life insurancefor the benefit of the Employee and/or Employer, as provided on Schedule Battached hereto.  Schedule B may beamended from time to time upon the parties’ revision and re-execution thereof,whereupon the amended Schedule B shall be attached hereto; provided,however, the amended Schedule B shall be effective upon such re-execution,whether or not it is attached hereto.

 

7.     Termination of Employment Upon Sale or Changeof Control of Employer’s Business; Severance

 

(a)   Notwithstanding anything to the contrarycontained in this Agreement, either Employer or Employee may terminate Employee’semployment hereunder if any of the following events occur:

 

(i)            Sale of Employer’s Assets.  Thesale of all or substantially all of Employer’s assets to a single purchaser orgroup of associated purchasers, whether in a single transaction or a series ofrelated transactions.

 

(ii)           Sale of Employer’s Shares.  Thesale, exchange, or other disposition, in one transaction, or in a series ofrelated transactions, of twenty percent (20%) or more of Employer’s outstandingshares of capital stock.

 

(iii)          Merger or Consolidation.  Themerger or consolidation of Employer in a transaction or series of transactionsin which Employer’s shareholders receive or retain less than fifty percent(50%) of the outstanding voting shares of the new or surviving corporation.

 

(iv)          Other Changes in Control.  Theoccurrence of any change in control of the Employer within the meaning offederal securities law.

 

(b)   If, within 60 days after an event describedin Sections 7(a)(i), (a)(ii), (a)(iii) or (a)(iv) (a “Change of Control”),the Employee voluntarily terminates his employment with the Employer, or ifwithin two years after a Change of Control Employer terminates Employee’semployment (whether for Cause or without Cause) the Employer terminatesEmployee’s employment, then Employer shall pay Employee (instead of the amount specifiedin Section 4(c), if any, but together with the amount specified in Section 7(d),if any) an amount equal to two times the Employee’s Average Annual Compensation(as defined below), to be paid in

 

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a single payment at the time of termination.  In consideration of such payment and his employmenthereunder through the date of such termination, Employee agrees to remain boundby the provisions of this agreement which specifically relate to periods,activities or obligations upon or subsequent to the termination of Employee’semployment.

 

(c)   Upon a Change of Control, Employee’s existingoptions under any Immucor Inc. (the “Company”) option plan, including theCompany’s 1990 Stock Option Plan, the Company’s 1995 Stock Option Plan and theCompany’s 1998 Stock Option Plan, if any, shall immediately vest and become exercisablein full and shall remain exercisable for the full term stated in such optionplan or in any stock option agreement between the Company and the Employee.

 

(d)   If, within 60 days after a Change of Control,either the Employee voluntarily terminates his employment with the Employer orthe Employer terminates Employee’s employment other than for Cause, thenEmployer shall pay to Employee an outplacement assistance benefit for thepurpose of assisting Employee with counseling, travel and other expensesrelated to finding new employment.  Suchamount shall be paid in cash in the amount specified on Schedule Aattached hereto.  Schedule A may beamended from time to time upon the parties’ revision and re-execution thereof,whereupon the amended Schedule A shall be attached hereto; provided,however, the amended Schedule A shall be effective upon such re-execution,whether or not it is attached hereto.

 

(e)   For purposes of this Section, “Average AnnualCompensation” shall mean the Employee’s annual base compensation payable toEmployee under Schedule A in accordance with the payment schedule setforth on Schedule A together with his Average Bonus.  “Average Bonus” shall mean the average of thebonuses paid to Employee over the last two years (or such lesser number ofyears in which Employee was eligible to receive a bonus) in which the Employeewas eligible to receive a bonus.

 

8.     Employer shall promptly reimburse Employeefor any and all legal fees and expenses incurred by him as a result of atermination of employment described in Section 7(b), including withoutlimitation all fees and expenses incurred to enforce the provision of thisAgreement.

 

9.     Prohibited Practices

 

During the term of Employee’s employment hereunder,for a period of two years after such employment is terminated for any reason,in consideration of the compensation being paid to Employee hereunder, Employeeshall:

 

(a)   not solicit business from anyone who is orbecomes an active or prospective customer of Employer or its affiliates andwith whom the Employee had dealt with or had material contact during his termof employment under this Agreement.

 

(b)   not solicit for employment or hire anyemployee of Employer or its affiliates that the Employee had contact withduring his term of employment under this Agreement.

 

10.   Non-Disclosure

 

*a.  Protection of Trade Secrets.*  Employeeacknowledges that during the course of his or her employment, Employee will havesignificant access to, and involvement with, the Company’s Trade Secrets andConfidential Information.  Employeeagrees to maintain in strict confidence and, except as necessary to perform hisor her duties for the Company, Employee agrees not to

 

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use or disclose any Trade Secrets of the Companyduring or after his or her employment. Employee agrees that the provisions ofthis subsection shall be deemed sufficient to protect Trade Secrets ofthird parties provided to the Company under an obligation of secrecy.  As provided by Georgia statutes, “TradeSecret” shall mean any information (including, but not limited to, technical ornon-technical data, a formula, a pattern, a compilation, a program, a device, amethod, a technique, a drawing, a process, financial data, financial plans, productplans or a list of actual or potential customers) that: (i) deriveseconomic value, actual or potential, from not being generally known to, and notbeing readily ascertainable by proper means by, other persons who can obtain economicvalue from its disclosure or use; and (ii) is the subject of efforts thatare reasonable under the circumstances to maintain its secrecy.

 

*b.  Protection of OtherConfidential Information.*  In addition, Employee agrees tomaintain in strict confidence and, except as necessary to perform his or her dutiesfor the Company, not to use or disclose any Confidential Information of the Companyduring his or her employment and for a period of 12 months following terminationof Employee’s employment.  “ConfidentialInformation” shall mean any internal, non-public information (other than TradeSecrets already addressed above) concerning (without limitation) the Company’sfinancial position and results of operations (including revenues, assets, netincome, etc.); annual and long-range business plans; product or service plans; marketingplans and methods; training, educational and administrative manuals; supplier informationand purchase histories; customers or clients; personnel and salary information;and employee lists. Employee agrees that the provisions of this subsection shallbe deemed sufficient to protect Confidential Information of third partiesprovided to the Company under an obligation of secrecy.

 

*c.  Rights to Work Product.* Except as expressly provided in thisAgreement, the Company alone shall be entitled to all benefits, profits andresults arising from or incidental to Employee’s performance of his or her jobduties to the Company.  To the greatestextent possible, any work product, property, data, invention, “know-how,” documentationor information or materials prepared, conceived, discovered, developed orcreated by Employee in connection with performing his or her employmentresponsibilities during Employee’s employment with the Company shall be deemedto be “work made for hire” as defined in the Copyright Act, 17 U.S.C.A. §101 etseq., as amended, and owned exclusively and perpetually by the Company.  Employee hereby unconditionally andirrevocably transfers and assigns to the Company all intellectual property orother rights, title and interest Employee may currently have (or in the futuremay have) by operation of law or otherwise in or to any work product.  Employee agrees to execute and deliver to theCompany any transfers, assignments, documents or other instruments which the Companymay deem necessary or appropriate to vest complete and perpetual title andownership of any work product and all associated rights exclusively in the Company.  The Company shall have the right to adapt, change,revise, delete from, add to and/or rearrange the work product or any partthereof written or created by Employee, and to combine the same with other worksto any extent, and to change or substitute the title thereof, and in thisconnection Employee hereby waives the “moral rights” of authors as that term iscommonly understood throughout the world including, without limitation, anysimilar rights or principles of law which Employee may now or later have byvirtue of the law of any locality, state, nation, treaty, convention or other source.  Unless otherwise specifically agreed,Employee shall not be entitled to any additional compensation, beyond his orher salary, for any exercise by the Company of its rights set forth in thepreceding sentence.

 

*d.  Return of Materials.* Employee shall surrender to the Company,promptly upon its request and in any event upon termination of Employee’semployment, all media, documents, notebooks, computer programs, handbooks, datafiles, models, samples, price lists, drawings, customer

 

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lists, prospect data or other material of any naturewhatsoever (in tangible or electronic form) in the Employee’s possession or control,including all copies thereof, relating to the Company, its business or itscustomers.  Upon the request of theCompany, employee shall certify in writing compliance with the foregoingrequirement.

 

11.   Severability

 

It is the intention of the parties that if any ofthe restrictions or covenants contained herein is held to cover a geographic areaor to be for a length of time or to apply to business activities which is not permittedby applicable law, or in any way construed to be too broad or to any extent invalid,such provision shall not be construed to be null, void and of no effect, but tothe extent such provision would be valid or enforceable under applicable law, acourt of competent jurisdiction shall construe and interpret or reform this Section toprovide for a covenant having the maximum enforceable geographic area, timeperiod and any other provisions (not greater than those contained herein) asshall be valid and enforceable under such applicable law.

 

If any provision contained in this Section shallfor any reason be held invalid, illegal or unenforceable in any respect, such invalidity,illegality or unenforceability shall not affect any other provisions of thisSection, but this Section shall be construed as if such invalid, illegal or unenforceableprovision had never been contained herein.

 

This agreement supersedes any prior employmentagreement between Employer and Employee.

 

12.   Waiver of Provisions 

 

Failure of either party to insist, in one or more instances, onperformance by the other in strict accordance with the terms and conditions ofthis Agreement shall not be deemed a waiver or relinquishment of any rightgranted hereunder or of the future performance of any such term or condition orof any other term of condition of this Agreement, unless such waiver’scontained in a writing signed by the party against whom the waiver orrelinquishment is sought to be enforced.

 

13.   Notices

 

Any notice or other communication to a partyrequired or permitted hereunder shall be in a writing and shall be deemedsufficiently given when received by the party (regardless of the method ofdelivery), or if sent by registered or certified mail, postage and feesprepaid, addressed to the party as follows, on the third business day aftermailing:

 
| (a)    |   | If to Employer: |   | 3130 Gateway Drive   |
|--------|--------|-----------------|--------|----------------------|
|   |   |            |   | Norcross, GA 30071   |
|   |   |            |   |                 |
| (b)    |   | If to Employee: |   | 10 Homecrest Terrace |
|   |   |            |   | Halifax, NS B3N1Y4   |

 

or in each case to such other address as the partymay time to time designate in writing to the other party.

 

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14.   Governing Law 

 

This Agreement shall be governed by and construedand enforced in accordance with the laws of the State of Georgia.

 

15.   Enforcement

 

In the event of any breach or threatened breach by Employeeof any covenant contained in Sections 9 or 10 hereof, the resulting injuries tothe Company would be difficult or impossible to estimate accurately, eventhough irreparable injury or damages would certainly result. Accordingly, anaward of legal damages, if without other relief, would be inadequate to protectthe Company. Employee, therefore, agrees that in the event of any such breach,the Company shall be entitled to obtain from a court of competent jurisdictionan injunction to restrain the breach or anticipated breach of any suchcovenant, and to obtain any other available legal, equitable, statutory orcontractual relief. Should the Company have cause to seek such relief, no bondshall be required from the Company, and Employee shall pay all attorney’s feesand court costs which the Company may incur to the extent the Company prevailsin its enforcement action.

 

16.   Entire Agreement; Modification and Amendment 

 

This Agreement contains the sole and entireagreement between the parties and supersedes all prior discussions andagreements between the parties with respect to the matters addressed herein,and any such prior agreement shall, from and after the date hereof, be null andvoid.  This Agreement and the attachedSchedules shall not be modified or amended except by an instrument in writingsigned by the parties hereto.

 

17.   Parties Benefited

 

This Agreement shall insure to the benefit of, andbe binding upon, Employee, his heirs, executors and administrators, and Employer,its subsidiaries, affiliates and successors.

 

 

**IN WITNESS WHEREOF,** the parties hereto have executed and delivered this Agreement as ofthe date first mentioned above.

 

 
| **IMMUCOR, INC.** |                        | **EMPLOYEE** |
|-------------------|-----------------------------|--------------|
| ** **        | ** **                  |         |
|              |                        |         |
| By:               | /s/ EDWARD L.  GALLUP       |         |   | By: | /s/ PATRICK WADDY |   |
|              | Edward L. Gallup, President |         |   |   |
|                   |                             |              |  |  |  |  |

 

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**SCHEDULE A**

 

EMPLOYMENTAGREEMENT DATED OCTOBER 13, 1998 BY AND BETWEEN IMMUCOR, INC. AND PATRICKD. WADDY

 

Basecompensation: CDN$100,000.00 a year payable in 24 installments semi-monthly.

 

OutplacementAssistance Benefit:  US$15,000.00.

 

 
| Immucor, Inc. |                        | Employee |
|--------------------|-----------------------------|----------|
|               |                        |     |
|               |                        |     |
| By:                | /s/ EDWARD L.  GALLUP       |     |   | By: | /s/ PATRICK WADDY |   |
|               | Edward L. Gallup, President |     |   |   |   |
|               |                        |     |
| Date:              | October 13, 1998       |     |   | Date: | December 7, 1998 |   |
|                    |                             |          |  |  |  |  |  |  |

 

(ThisSchedule A supersedes and replaces any Schedule A previously executedby the parties hereto.)

 

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**SCHEDULE B**

 

EMPLOYMENTAGREEMENT DATED OCTOBER 13, 1998 BY AND BETWEEN IMMUCOR, INC. AND PATRICKD. WADDY

 

Life Insurance for the Benefit of Employer: N/A

 

Insured:

 

FaceAmount: $

 

Owner of Policy:           Employer

 

PolicyNumber:

 

InsuranceCompany:

 

Life Insurance for the Benefit of Employee:

 

Insured:Premium reimbursement of US$2,500.00 annually

 

FaceAmount: $

 

Owner of Policy:           Employee

 

PolicyNumber:

 

InsuranceCompany:

 

 
| Immucor, Inc. |                        | Employee |
|--------------------|-----------------------------|----------|
|               |                        |     |
|               |                        |     |
| By:                | /s/ EDWARD L.  GALLUP       |     |   | By: | /s/ PATRICK WADDY |   |
|               | Edward L. Gallup, President |     |   |   |   |
|               |                        |     |
| Date:              | October 13, 1998       |     |   | Date: | December 7, 1998 |   |
|                    |                             |          |  |  |  |  |  |  |

 

(ThisSchedule B supersedes and replaces any Schedule B previously executedby the parties hereto.)

 

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