Exhibit 10.59


 


	
   

  	
  February 21, 2005

  



 


Kevin
Johnson


 


Re:                               Incentive Arrangement


 


Dear
Kevin:


 


As you are aware, there has been considerable recent
change at Specialty, including the fantastic effort all our Team members put
forth to achieve the successful move to our new state-of-the-art Valencia
facility, and more recently, the announcement that Doug Harrington will be
stepping down at the end of March, concluding a very successful term as the
Company’s CEO.  While change can
certainly create uncertainty, it can also create great new opportunities,
including opportunities for our Company, opportunities for all members of the
Specialty Team, and very importantly, opportunities for you and your future.  Specialty’s Board of Directors and Management
recognize you as an important leader at Specialty, and we want to avoid
potential distraction for you and other key employees during this time of
change.  Therefore, an incentive
arrangement has been developed to encourage and reward your continuing
commitment to Specialty, which you have helped make a world-class laboratory.


 


We are offering you an incentive bonus of $65,000
(the “Incentive Bonus”), based on the terms specified herein.  Payment of the Incentive Bonus is contingent
upon your continued employment with Specialty through at least February 20,
2006.  If you are still employed with the
Company on February 20, 2006, and have not been terminated for Cause (as
defined in Exhibit A to this letter) prior to that date, you will receive
the Incentive Bonus (less required withholdings and deductions) in a lump
sum.  Should you resign or be terminated
for Cause prior to February 20, 2006, you will not be eligible to receive
the incentive bonus.  You were previously
offered certain severance protections by the Company if you were terminated
other than for Cause, and of course, the terms of that offer will remain in
effect throughout your employment with the Company, including following February 20,
2006.  However, should you be terminated
other than for Cause prior to February 20, 2006, you will not be eligible
to receive both payments, and thus you will receive only the greater of the two
offers (i.e., you will receive the severance protection payments, not the
Incentive Bonus).


 


Specialty’s standard policies and procedures, and
all other terms of your employment with the Company, including your “at will”
employment status, will remain in full effect. 
Please also remember that the terms of this offer are confidential and,
as with all matters relating to compensation, should not be discussed with
other employees.  If you are in agreement
with the terms herein, please countersign below indicating your acceptance.


 


With your continued dedication and leadership we
will ensure that Specialty is headed for great success in the coming months and
years, and we will continue Specialty’s long tradition of excellence in
laboratory medicine.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Nicholas R. Simmons

  	
   

  
	
   

  	
  Nicholas R. Simmons

  
	
   

  	
  Vice-President & General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Kevin Johnson

  	
   

  	
   

  
	
  Kevin Johnson

  	
   

  
				



 


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Exhibit A


 


“Cause”
shall mean a reasonable belief by the Board of Directors or your supervisor
that you have engaged in any one or more of the following:  (i) financial dishonesty, including,
without limitation, misappropriation of a material or substantial quantity of
company funds or property, or any attempt by you to secure any personal profit
related to the business or business opportunities of the Company without the
informed, written approval of the Company’s Board of Directors; (ii) gross
insubordination; (iii) gross negligence or reckless or willful misconduct
in the performance of your duties; (iv) misconduct which has a materially
adverse effect upon the Company’s business or reputation; (v) the
conviction of, or plea of nolo contendre to, any felony involving moral
turpitude or fraud; or (vi) a material violation of Company policies
including, without limitation, the Company’s policies on equal employment
opportunity and prohibition of unlawful harassment.


 


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