**Exhibit10.23**

 

**EMPLOYMENT AGREEMENT**

 

THISAGREEMENT, made and entered into as of this 28th day of July, 2003, byand between Immucor, Inc., a Georgia corporation with its executiveoffices at 3130 Gateway Drive, Norcross, Georgia 30071 (herein referred to as “Employer”or the “Company”), and Didier Lanson, residing at 8 rue de l’Oasis, 92800Puteaux, France (herein referred to as “Employee”).

 

WITNESSETH

 

WHEREAS,the parties hereto desire to enter into an agreement for Employer’s employmentof Employee on the terms and conditions hereinafter states.

 

NOW,THEREFORE, in consideration of the premises and the mutual covenants andagreements herein contained, the parties hereby agree as follows:

 

1.     Relationship Established

 

Employerhereby employs Employee as Director of European Operations of Employer’ssubsidiaries in Europe (Germany, Italy, Spain, Belgium, and Portugal) to performthe services and duties normally and customarily associated with Employee’sposition, such duties as specified in the Employer’s bylaws, and such otherduties as may from time to time be specified by the Employer’s Board ofDirectors. 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

 

Employeeshall devote substantially all his business time, attention, skill and effortsto the performance of his duties hereunder, and shall use his best efforts topromote the success of the Employer’s business.

 

3.     Term of Employment

 

Employee’semployment hereunder shall commence on July 28, 2003 (hereinafter calledthe “Effective Date,” and shall continue for a period of twelve (12) months,unless sooner terminated by the first to occur of the following:

 

(a)   The death or complete disability of Employee.“Complete disability,” as used herein, shall mean the inability of Employee,due to illness, accident or any other physical or mental incapacity, to performthe services provided for hereunder for an aggregate of 12 months during theterm hereof.

 

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

 

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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.

 

Disabilitybecause of illness or accident or any other physical or mental disability shallnot constitute a basis for discharge for 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.

 

Ifnot sooner terminated under the provisions of paragraphs 3(a) through 3(f) above,the term of Employee’s employment hereunder shall automatically renew for anadditional periods 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 be amended from time to time upon theparties’ revision and reexecution thereof, whereupon the amended Schedule Ashall be attached hereto; provided, however, the amended Schedule A shallbe effective upon such reexecution, 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. For purposes of this Section, “Average AnnualCompensation” shall mean the Employee’s annual base compensation payable toEmployee under Section A in accordance with the payment schedule set forthin Schedule A together with his Average Bonus. “Average Bonus” shall mean theaverage bonus paid to employee over the last two years in which the Employeewas eligible to receive a bonus or such lesser number of years in whichEmployee was eligible to receive a bonus.

 

(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.

 

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5.     Expenses

 

Employeeshall be entitled to receive reimbursement for, or payment directly by theEmployer of, all reasonable expenses incurred by Employee at the request of theEmployer in the performance of his duties under this Agreement, provided thatEmployee accounts therefor in writing and that such expenses are ordinary andnecessary business expenses of the Employer within the meaning of Section 162of the Internal Revenue Code of 1986 as amended. The employee will be entitledto receive an annual automobile allowance in the amount of $9,600.00 payable intwelve monthly installments.

 

6.     Insurance and Other Fringe Benefits

 

Employerwill provide Employee with (a) health insurance, dental insurance,long-term disability insurance, paid vacations and other fringe benefits asdefined by the French Social Security System and French social securitycontributions will be paid by the employee on behalf of the employer on thecompensation in France remunerating an activity performed in Europeancountries, and (b) life insurance for the benefit of the Employee and/orEmployer, as provided on Schedule B attached hereto. Schedule B maybe amended from time to time upon the parties’ revision and re-executionthereof, whereupon the amended Schedule B shall be attached hereto;provided, however, the amended Schedule B shall be effective upon suchre-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. The sale of all or substantially all ofEmployer’s assets to a single purchaser or group of associated purchasers,whether in a single transaction or a series of related transactions.

 

(ii)           Sale of Employer’s Shares. The sale, exchange, or other disposition,in one transaction, or in a series of related transactions, of twenty percent(20%) or more of Employer’s outstanding shares of capital stock.

 

(iii)          Merger or Consolidation. The merger or consolidation of Employer ina transaction or series of transactions in which Employer’s shareholdersreceive or retain less than fifty percent (50%) of the outstanding votingshares of the new or surviving corporation.

 

(iv)          Other Changes in Control. The occurrence of any change in control ofthe Employer within the meaning of federal 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’s employment(whether for Cause or without Cause) the Employer terminates Employee’semployment, 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 a single payment at the time of termination. Inconsideration of such payment and his

 

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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. Such amount shall be paid in cash in theamount specified on Schedule A attached 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” shallmean the average of the bonuses paid to Employee over the last two years (orsuch lesser number of years in which Employee was eligible to receive a bonus)in which the Employee was eligible to receive a bonus.

 

8.     Employee 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

 

Duringthe term of Employee’s employment hereunder, for a period of two years aftersuch employment is terminated for any reason, in consideration of thecompensation being paid to Employee hereunder, Employee shall:

 

(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 or Employer or its affiliates that the Employee had contact with duringhis term of employment under this Agreement.

 

10.   Non-Disclosure

 

*a.  Protection of Trade Secrets.* Employee acknowledges that during the courseof his or her employment, Employee will have significant access to, andinvolvement with, the Company’s Trade Secrets and Confidential 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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useor disclose any Trade Secrets of the Company during or after his or heremployment. Employee agrees that the provisions of this subsection shallbe deemed sufficient to protect Trade Secrets of third parties provided to theCompany 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 to maintain in strict confidence and, exceptas necessary to perform his or her duties for the Company, not to use or discloseany Confidential Information of the Company during his or her employment andfor a period of 12 months following termination of 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 greatest extent possible, any work product,property, data, invention, “know-how,” documentation or information ormaterials prepared, conceived, discovered, developed or created by Employee inconnection with performing his or her employment responsibilities duringEmployee’s employment with the Company shall be deemed to be “work made forhire” as defined in the Copyright Act, 17 U.S.C.A. §101 et seq., as amended,and owned exclusively and perpetually by the Company. Employee herebyunconditionally and irrevocably transfers and assigns to the Company allintellectual property or other rights, title and interest Employee maycurrently have (or in the future may have) by operation of law or otherwise inor to any work product. Employee agrees to execute and deliver to the Companyany transfers, assignments, documents or other instruments which the Company maydeem 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 toand/or rearrange the work product or any part thereof written or created by Employee,and to combine the same with other works to any extent, and to change or substitutethe title thereof, and in this connection Employee hereby waives the “moralrights” of authors as that term is commonly understood throughout the worldincluding, without limitation, any similar rights or principles of law which Employeemay now or later have by virtue of the law of any locality, state, nation, treaty,convention or other source. Unless otherwise specifically agreed, Employeeshall not be entitled to any additional compensation, beyond his or her salary,for any exercise by the Company of its rights set forth in the precedingsentence.

 

*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 nature whatsoever (in tangible orelectronic form) in the Employee’s possession or control, including all copies thereof,relating to the Company, its business, or its customers. Upon the request ofthe Company, employee shall certify in writing compliance with the foregoingrequirement.

 

11.   Severability

 

Itis the intention of the parties that if any of the restrictions or covenantscontained herein is held to cover a geographic area or to be for a length oftime or to apply to business activities which is not permitted by applicablelaw, or in any way construed to be too broad or to any extent invalid, suchprovision shall not be construed to be null, void and of no effect, but to theextent 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.

 

Ifany provision contained in this Section shall for any reason be heldinvalid, illegal or unenforceable in any respect, such invalidity, illegalityor unenforceability shall not affect any other provisions of this Section, butthis Section shall be construed as if such invalid, illegal or unenforceableprovision had never been contained herein.

 

12.   Waiver of Provisions 

 

Failureof either party to insist, in one or more instances, on performance by theother in strict accordance with the terms and conditions of this Agreementshall not be deemed a waiver or relinquishment of any right granted hereunderor of the future performance of any such term or condition or of any other termof condition of this Agreement, unless such waiver’s contained in a writingsigned by the party against whom the waiver or relinquishment is sought to beenforced.

 

13.   Notices

 

Anynotice or other communication to a party required or permitted hereunder shallbe in a writing and shall be deemed sufficiently given when received by theparty (regardless of the method of delivery), or if sent by registered orcertified mail, postage and fees prepaid, addressed to the party as follows, onthe third business day after mailing:

 

(a)           If to Employer:      3130 Gateway Drive

Norcross, GA 30071

 

(b)           If to Employee:     8 rue de l’Oasis

92800 Puteaux

France

 

orin each case to such other address as the party may time to time designate inwriting to the other party.

 

14.   Governing Law 

 

ThisAgreement shall be governed by and construed and enforced in accordance withthe laws of the State of Georgia.

 

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15.   Enforcement

 

Inthe event of any breach or threatened breach by Employee of any covenantcontained in Sections 9 or 10 hereof, the resulting injuries to the Companywould be difficult or impossible to estimate accurately, even thoughirreparable injury or damages would certainly result. Accordingly, an award oflegal damages, if without other relief, would be inadequate to protect theCompany. Employee, therefore, agrees that in the event of any such breach, theCompany shall be entitled to obtain from a court of competent jurisdiction aninjunction to restrain the breach or anticipated breach of any such covenant,and to obtain any other available legal, equitable, statutory, or contractualrelief. Should the Company have cause to seek such relief, no bond shall berequired from the Company, and Employee shall pay all attorney’s fees and courtcosts which the Company may incur to the extent the Company prevails in itsenforcement action.

 

16.   Entire Agreement; Modification and Amendment 

 

ThisAgreement contains the sole and entire agreement between the parties andsupersedes all prior discussions and agreements between the parties withrespect to the matters addressed herein, and any such prior agreement shall,from and after the date hereof, be null and void. This Agreement and theattached Schedules shall not be modified or amended except by an instrument inwriting signed by the parties hereto.

 

17.   Parties Benefited

 

ThisAgreement shall insure to the benefit of, and be binding upon, Employee, hisheirs, executors and administrators, and Employer, its subsidiaries,affiliates, and successors.

 

INWITNESS WHEREOF, the parties hereto have executed and delivered this Agreementas of the date first mentioned above.

 

 
| **IMMUCOR,  INC.** | **EMPLOYEE**                      |
|--------------------|-----------------------------------|
| ** **         | ** **                        |
|               |                              |
| By:                | /s/ DR. GIOACCHINO DE  CHIRICO    |   | By: | /s/ DIDIER LANSON |   |
|               | Gioacchino  De Chirico, President |   |   |
|                    |                                   |  |  |  |  |

 

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**SCHEDULE A**

 

EMPLOYMENTAGREEMENT DATED JULY 28, 2003 BY AND BETWEEN IMMUCOR, INC. AND DIDIERLANSON.

 

Basecompensation: $100,000.00 a year payable in twelve installments every month.

 

OutplacementAssistance Benefit: $15,000.00

 

 
| Immucor, Inc. | Employee                          |
|--------------------|-----------------------------------|
|               |                              |
|               |                              |
| By:                | /s/ DR. GIOACCHINO DE  CHIRICO    |   | By: | /s/ DIDIER LANSON |   |
|               | Gioacchino  De Chirico, President |   |   |
|               |                              |   |   |
| Date:              | July 28,  2003               | Date: | July 28,  2003 |
|                    |                                   |  |  |  |  |

 

 

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

 

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**SCHEDULE B**

 

EMPLOYMENTAGREEMENT DATED July 28, 2003 BY AND BETWEEN IMMUCOR, INC. AND DIDIERLANSON.

 

LifeInsurance for the Benefit of Employee:

 

Insured:

 

FaceAmount: Premium reimbursement of $2,500.00 annually

 

Ownerof Policy:           Employer

 

PolicyNumber:

 

InsuranceCompany:

 

 
| Immucor, Inc. | Employee                          |
|--------------------|-----------------------------------|
|               |                              |
|               |                              |
| By:                | /s/ DR. GIOACCHINO DE  CHIRICO    |   | By: | /s/ DIDIER LANSON |   |
|               | Gioacchino  De Chirico, President |   |   |
|               |                              |
| Date:              | July 28,  2003               | Date: | July 28,  2003 |
|                    |                                   |  |  |  |  |

 

 

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

 

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