exv10w1w3



 





EXHIBIT 10.1.3





SeraCare Life Sciences, Inc.



			
	  
	 	1935 Avenida del Oro · Tel. (760) 806-8922

Occanside, CA 92056 · Fax. (760) 806-8933

www.seracare.com






Employment Agreement




     This Employment Agreement (the “Agreement”) is entered into by and between SeraCare Life
Sciences, Inc. (the “Company”) and Ronald R. Dilling (“Employee”), as of the 13th day of January,
2006 (the “Effective Date”).



I. EMPLOYMENT.




     The Company hereby employs Employee and Employee hereby accepts such employment, upon the
terms and conditions hereinafter set forth, from the Effective Date, to and including the first
anniversary of the Effective Date (the “Initial Term”). This Agreement is subject to renewal only
as set forth in Section VI below.



II. DUTIES.




     A. Employee shall serve during the course of his employment as Vice President, Cell Culture
and Bulk Processing of the Company, and shall have such other duties and responsibilities as the
Chief Operating Officer and/or President of the Company shall reasonably determine from time to
time consistent with such position.



     B. Employee agrees to devote substantially all of his time, energy and ability to the business
of the Company. Nothing herein shall prevent Employee, upon approval of the Chief Operating Officer
and/or President of the Company (which approval will not be unreasonably withheld), from serving as
a director or trustee of other corporations or businesses which are not in competition with the
business of the Company or in competition with any present or future affiliate of the Company.
Nothing herein shall prevent Employee from investing in real estate for his own account or from
becoming a partner or a stockholder in any corporation, partnership or other venture not in
competition with the business of the Company or in competition with any present or future affiliate
of the Company.




     C. For the term of this Agreement, Employee shall report to the Chief Operating Officer of the
Company or his designee.



III. COMPENSATION.




     A. The Company will pay to Employee a base salary at the rate of $3,557.69 per week ($185,000
per year). Such salary shall be earned weekly and shall be payable in periodic installments no less
frequently than biweekly in accordance with the Company’s customary practices. Amounts payable
shall be reduced by standard withholding and other authorized deductions.






 









 








     B. Education Sign-On Payment. Employee shall receive $40,000 for the education of
Employee’s children within the first 30 days after Employee begins employment with the Company. It
is agreed by all parties hereto that if employment does not reach the first anniversary date, the
entire $40,000.00 must be repaid to the Company. Further, if employment docs not reach the second
anniversary date, $20,000.00 wilt be forgiven and $20,000.00 must be repaid to the Company. If
Employee completes twenty four months as an employee of the Company, the entire $40,000.00 will be
forgiven.



     C. Stock Option Award. Employee shall receive 40,000 options to purchase common stock
of the Company at the closing price of such stock on the first day of employment with the Company
under this Agreement. Such options to vest and be exercisable one-third on the first anniversary of
this agreement, one-third on the second anniversary and one-third on the third anniversary of this
Agreement.



     D. Annual Bonus, Incentive, Savings and Retirement Plans. Employee shall be entitled
to participate in all annual bonus, incentive, savings and retirement plans, practices, policies
and programs applicable generally to other peer employees of the Company. The potential Annual
Bonus is projected at 20% of annualized wages paid and is dependant on the profitability of the
Company.



     E. Welfare Benefit Plans. Employee shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices, policies and programs provided by the
Company (including, without limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, accidental death and travel accident insurance plans and
programs) to the extent applicable generally to other peer employees of the Company.



     F. Expenses. Employee shall be entitled to receive reimbursement for reasonable
employment expenses incurred by him in accordance with the policies, practices and procedures as in
effect generally with respect to other peer employees of the Company.



     G. Fringe Benefits. Employee shall be entitled to fringe benefits in accordance with
the plans, practices, programs and policies as in effect generally with respect to other peer
employees of the Company.



     H. Paid Time Off (“PTO”). Employee shall earn PTO on a monthly basis. To earn PTO for
a given month, Employee must have been paid or owed payment for a minimum of fifteen (15) days
during that month. Employee will accrue PTO at a minimum rate of four weeks (20 days) of PTO per
year throughout his employment with the Company, such accrual to begin on the first day Employee
reports to work for the Company. Except as provided for herein. Employee’s entitlement to PTO shall
be subject to the terms and conditions of the Company’s PTO policies which may be amended and
changed in accordance with the Company’s normal business practices.



     I. The Company reserves the right to modify, suspend or discontinue any and all of the above
plans, practices, policies and programs at any time without recourse by




 









 







Employee so long as such action is taken generally with respect to other similarly situated peer
employees and does not single out Employee.




IV. TERMINATION.




     A. Death or Disability. Employee’s employment shall terminate automatically upon
Employee’s death. If the Company determines in good faith that the Disability of Employee has
occurred (pursuant to the definition of Disability set forth below), it may give to Employee
written notice of its intention to terminate Employee’s employment. In such event, Employee’s
employment with the Company shall terminate effective on the 90th day after receipt of such notice
by Employee, provided that, within the 90 days after such receipt. Employee shall not have returned
to full-time performance of his duties. During such 90-day period, any payments of salary owing to
Employee shall be reduced by the amount of any payments received by Employee on account of any
disability insurance policy that is paid for by the Company. For purposes of this Agreement,
“Disability” shall mean a physical or mental impairment which substantially limits a major life
activity of Employee and which renders Employee unable to perform the essential functions of his
position, even with reasonable accommodation which does not impose an undue hardship on the
Company. The Company reserves the right, in good faith, to make the determination of disability
under this Agreement based upon information supplied by Employee and/or his medical personnel, as
well as information from medical personnel (or others) selected by the Company or its insurers.



     B. Cause. The Company may terminate Employee’s employment for Cause. For purposes of
this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the
information then known to the Company, determines that Employee has engaged in or committed:
willful misconduct; gross negligence; theft, fraud or other illegal conduct; failure to comply
with the Company’s “Drug Free Workplace Policy” (a copy of which has been provided to Employee):
refusal or unwillingness to perform his duties, which refusal or unwillingness is not cured within
fifteen (15) days of written notice to Employee; Harassment, if not remedied in accordance with the
Company’s policies and procedures relating to Harassment as in
effect from time to time; material
insubordination; any willful act that is likely to and which does in fact have the effect of
materially injuring the reputation, business or a business relationship of the Company; violation
of any fiduciary duty; material violation of any duty of loyalty; breach of any term of this
Agreement, which breach is not cured within fifteen (15) days of written notice to Employee; or has
made comments that have the purpose or effect of materially disparaging the Company or its officers
or directors. For purposes of this Agreement, “Harassment” includes, but is not limited to, the
following behavior: (i) verbal conduct such as epithets, derogatory jokes or comments, slurs or
unwanted sexual advances, imitations or comments; (ii) visual conduct such as derogatory and/or
sexually oriented posters, photography, cartoons, drawings or gestures; (iii) physical conduct such
as assault, unwanted touching, or blocking normal movement or interfering with work because of sex,
race or any other protected basis; and (iv) threats, demands to submit to sexual requests as a
condition of continued employment or to avoid some other loss, or offers of employment benefits in
return for sexual favors.





 









 








     C. Other than Cause or Death or Disability. The Company may terminate Employee’s
employment at any time, with or without cause, upon thirty (30) days’ written notice.



     D. Obligations of the Company Upon Termination.




1. Death or Disability. If Employee’s employment is terminated by reason of
Employee’s Death or Disability, this Agreement shall terminate without further
obligations to Employee or his legal representatives under this Agreement, other than
for (a) payment of the sum of (i) Employee’s annual base salary through the date of
termination to the extent not theretofore paid and (ii) any compensation previously
deferred by Employee (together with any accrued interest or earnings thereon) and any
accrued PTO, in each case to the extent not theretofore paid (the sum of the amounts
described in clauses (i) and (ii) shall be hereinafter referred to as the “Accrued
Obligations”), which shall be paid to Employee or his estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the date of termination; and (b)
payment to Employee or his estate or beneficiary, as applicable, any amounts due
pursuant to the terms of any applicable welfare benefit plans.




2. Cause. If Employee’s employment is terminated by the Company for Cause, this
Agreement shall terminate without further obligations to Employee other than for the
timely payment of Accrued Obligations. If it is subsequently determined that the Company
(did not have Cause for termination under this Section IV.D.2, then the Company’s
decision to terminate shall be deemed to have been made under Section IV.D.3 and the
amounts payable thereunder shall be the only amounts Employee may receive for his
termination.




3. Other than Cause or Death or Disability. If the Company terminates Employee’s
employment for other than Cause or Death or Disability, this Agreement shall terminate
without further obligations to Employee other than (a) the timely payment of Accrued
Obligations and (b) severance as determined in subsection (i) or (ii) below:




	 	i.	 	In the event termination occurs during the Initial Term of
the Agreement, the Company shall pay severance pay to Employee in the amount
of the remaining monthly base salary through the end of the Initial Term. Any
severance payments made under this Section IV.D.3(i) shall be made in the
normal payroll cycles following the termination date and shall be less
standard tax withholdings and other authorized deductions.
	 
	 	ii.	 	In the event termination occurs during any Renewal Term under
Section VI of the Agreement, the Company shall pay severance pay to Employee
in the amount equal to the lesser






 









 









	 		 	of (a) six months base salary at Employees then applicable monthly rate, and
(b) the remaining monthly base salary through the end of the Renewal Term.
Any severance payments made under this Section lV.D.3(ii) shall be made in
the normal payroll cycles following the termination date and shall be less
standard tax withholdings and other authorized deductions.






4. Exclusive Remedy. Employee agrees that the payments contemplated by this
Agreement shall constitute the exclusive and sole remedy for any termination of his
employment and Employee covenants not to assert or pursue any other remedies, at law or
in equity, with respect to any termination of employment.



V. ARBITRATION.




     Any controversy arising out of or relating to this Agreement, its enforcement or
interpretation, or because of an alleged breach, default, or misrepresentation in connection with
any of its provisions, or any other controversy arising out of Employee’s employment, including,
but not limited to, any state or federal statutory claims, shall be submitted to arbitration in
Orange County, California, before a sole arbitrator selected from Judicial Arbitration and
Mediation Services, Inc., Orange County, California, or its successor (“JAMS”), or if JAMS is no
longer able to supply the arbitrator, such arbitrator shall be selected from the American
Arbitration Association, and shall be conducted in accordance with the provisions of California
Code of Civil Procedure §§1280 et seq. as the exclusive forum for the resolution of such dispute;
provided, however, that provisional injunctive relief may, but need not, be sought by either party
to this Agreement in a court of law while arbitration proceedings are pending, and any provisional
injunctive relief granted by such court shall remain effective until the matter is finally
determined by the Arbitrator. Final resolution of any dispute through arbitration may include any
remedy or relief which the Arbitrator deems just and equitable, including any and all remedies
provided by applicable state or federal statutes. At the conclusion of the arbitration, the
Arbitrator shall issue a written decision that sets forth the essential findings and conclusions
upon which the Arbitrator’s award or decision is based. Any award or relief granted by the
Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any
court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any
rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties
against the other in connection with any matter whatsoever arising out of or in any way connected
with this Agreement or Employee’s employment. The parties agree that Company shall be responsible
for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s fee.
Employee and Company further agree that in any proceeding to enforce the terms of this Agreement,
the prevailing party shall be entitled to its or his reasonable attorneys’ fees and costs (other
than forum costs associated with the arbitration) incurred by it or him in connection with
resolution of the dispute in addition to any other relief granted.




 









 







VI. RENEWAL: The Employment Period referenced herein shall be automatically renewed for a
one-year term (unless earlier terminated as provided for herein) unless either partly hereto
notifies the other party in writing, not less than sixty (60) days prior to expiration of the
Employment Period, of that party’s intent to not renew this Agreement.




VII. ANTISOLICITATION.




     Employee promises and agrees that during the Initial Term (and any Renewal Term in accordance
with Section VI above) and for a period of twenty-four (24) months thereafter, he will not
influence or attempt to influence customers of the Company or any of its present or future
subsidiaries or affiliates, either directly or indirectly, to divert their business to any
individual, partnership, firm, corporation or other entity then in competition with the business of
the Company, or any subsidiary or affiliate of the Company.



VIII. SOLICITING EMPLOYEES.




     Employee promises and agrees that he will not, for a period of twenty-four (24) months
following termination of his employment or the expiration of this Agreement, directly or indirectly
solicit any of the Company employees who earned annually $25,000 or more as a Company employee
during the last six months of his or her own employment to work for any business, individual,
partnership, firm, corporation, or other entity then in competition with the business of the
Company or any subsidiary or affiliate of the Company.



IX. CONFIDENTIAL INFORMATION.




     Employee,
in the performance of Employee’s duties on behalf of the Company, shall have access
to, receive and be entrusted with confidential information, including but in no way limited to
development, marketing, organizational, financial, management, administrative, production,
distribution and sales information, data, specifications and processes presently owned or at any
time in the future developed, by the Company or its agents or consultants, or used presently or at
any time in the future in the course of its business that is not otherwise part of the public
domain (collectively, the “Confidential Material”). All such Confidential Material is considered
secret and will be available to Employee in confidence. Except in the performance of duties on
behalf of the Company, Employee shall not, directly or indirectly for any reason whatsoever,
disclose or use any such Confidential Material, unless such Confidential Material ceases (through
no fault of Employee’s) to be confidential because it has become part of the public domain. All
records, files, drawings, documents, equipment and other tangible items, wherever located, relating
in any way to the Confidential Material or otherwise to the Company’s business, which Employee
prepares, uses or encounters, shall be and remain the Company’s sole and exclusive property and
shall be included in the Confidential Material. Upon termination of this Agreement by any means, or
whenever requested by the Company, Employee shall promptly deliver to the Company any and all of
the Confidential Material, not previously delivered to the Company, that may be or at any previous
time has been in Employee’s possession or under Employee’s control.






 









 








X. SUCCESSORS.




     A. This Agreement is personal to Employee and shall not, without the prior written consent of
the Company, be assignable by Employee.



     B. This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.



XI. WAIVER.




     No waiver of any breach of any term or provision of this Agreement shall be construed to be,
not shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in
writing and signed by the party waiving the breach.



XII. MODIFICATION.




     This Agreement may not be amended or modified other than by a written agreement executed by
Employee and the President of the Company.



XIII. SAVINGS CLAUSE.




     If any provision of this Agreement or the application thereof is held invalid, the invalidity
shall not affect other provisions or applications of the Agreement which can be given effect
without the invalid provisions or applications and to this end the provisions of this Agreement are
declared to be severable.



XIV. COMPLETE AGREEMENT.




     This Agreement constitutes and contains the entire agreement and final understanding
concerning Employee’s employment with the Company and the other subject matters addressed herein
between the parties. It is intended by the parties as a complete and exclusive statement of the
terms of their agreement. It supersedes and replaces all prior negotiations and all agreements
proposed or otherwise, whether written or oral, concerning the subject matter hereof. Any
representation, promise or agreement not specifically included in this Agreement shall not be
binding upon or enforceable against either party. This is a fully integrated agreement.



XV. GOVERNING LAW.




     This Agreement shall be deemed to have been executed and delivered within the State of
California, and the rights and obligations of the parties hereunder shall be construed and enforced
in accordance with, and governed by, by the laws of the State of California without regard to
principles of conflict of laws.




 









 








XVI. CONSTRUCTION.




     Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any
construction to be made of this Agreement, the same shall not be construed against any party on the
basis that the party was the drafter. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.



XVII. COMMUNICATIONS.




     All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered or if mailed by registered or certified mail,
postage prepaid, addressed to Employee at 18 Peters Lane, Franklin, Massachusetts 02038 or
addressed to the Company at 1935 Avenida del Oro, Suite F, Occanside, California 92056. Either
party may change the address at which notice shall be given by written notice given in the above
manner.



XVIII. EXECUTION.




     This Agreement is being executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose.



     In witness whereof, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	SERACARE LIFE SCIENCES, INC.	 	 	 	RONALD R. DILLING	 	 
	 
	By: 

Name:

	 	/s/ Tim Lawlor
 

Tim Lawlor
	 	 
	 	/s/ Ronald R. Dilling
 

	 	 
	Title:

	 	Chief Operating Officer