Executive Employment Agreement



 Exhibit 10.26 

 

					
	



	 	 GenMark Diagnostics, Inc.
 5964 La Place Court
 Carlsbad, CA 92008
	 	 Tel 1 800 373 6767
 Fax 1 760 448 4301
 www.genmarkdx.com

	 		 	
	 		 	
	 		 	

  
 February 6, 2012

  
 Jorge Garces 

14129 Caminito Vistana 
 San Diego, CA 92130 
  
 Dear Jorge: 
  

Clinical Micro Sensors, Inc. d.b.a. GenMark Diagnostics, Inc. (“GenMark Dx”) is pleased to offer you employment in the position of Senior Vice
President Research & Development, reporting directly to Hany Massarany, President and CEO, with a start date of February 13, 2012. 
  

Your annual gross salary will be $280,000 to be paid on a bi-weekly basis in keeping with GenMark Dx’s standard payroll practices and
procedures. In addition, you will be eligible to participate in the GenMark Dx performance incentive bonus program with a potential variable earning opportunity of 50% of your base salary. GenMark Dx will also provide you with signing bonuses
in the amount of $40,000 to be paid as soon as practicable following your start date and an additional $30,000 to be paid following your one year anniversary. In the event you terminate voluntarily from the company within 2 years of
employment, GenMark may seek a prorated reimbursement of your signing bonuses. 
  
 Additionally, you will be provided a severance provision of six months’ base salary continuation, including health care and benefits coverage, in the event you are terminated by GenMark Dx for any
reason other than Cause. 
  
 We are also pleased to inform you that
you will be granted the equivalent value of 80,000 GenMark Diagnostics, Inc. stock options – to be provided via a combination of stock options and restricted common stock – subject to board approval and blackout windows. The shares
will be granted at the closing price on the date of grant. As a member of the GenMark Dx Senior Leadership Team, you will be eligible for accelerated vesting upon a Change in Control, per GenMark Dx’s “Amendment of Stock Option
Agreement.” 
  
 You will be entitled to participate in the
benefit plans offered by GenMark Dx, subject to the eligibility requirements, terms and conditions of those plans. The benefits offered at this time include 15 vacation days, holiday pay, life insurance, health insurance, disability insurance
and a 401k plan, in accordance with GenMark Dx policies and subject to the company’s right to modify, add, and delete any benefit plan. 
  

You understand and agree that during your employment you are required to comply with GenMark Dx’s policies and procedures. 

 
 -continued- 







 Garces Offer 

Page 2 
  

In making you this offer, we relied on your representation that you are not bound by any non-compete or non-solicitation provision that would prevent or
restrict you from carrying out your job responsibilities for GenMark Dx. You also promise and represent that you will 
  

not bring with you to GenMark Dx, or use while employed by the Company, any confidential or trade secret information of a previous employer. 

 
 In addition, as a condition of accepting this offer, you are also agreeing
that you have reviewed and signed the Confidentiality and Non-Disclosure Agreement. 
  
 Employment with GenMark Dx is “employment at will.” This means that your employment is not for a designated period of time and that either you or GenMark Dx can terminate the employment at any
time, with or without cause. The at-will nature of this employment relationship cannot be changed except by an express written agreement signed by the Chairman of GenMark Dx. The other terms of this offer of employment may not be amended without an
express written agreement signed by both parties. 
  
 This job offer is also contingent upon successful completion of a post offer background check. 
  

Please sign the acceptance below to formally accept this offer of employment. 

 
 Congratulations and we look forward to welcoming you to the GenMark Dx team
during this very exciting phase of our company’s transformation! 
  
 Sincerely, 
  
 



 
  
 Jennifer
Williams 
 SVP Global Operations & Human Resources 

 
  
  

By accepting, I agree to all terms of this offer and the Confidentiality and Non-Disclosure Agreement. 

 
  
  

					
	/s/ Jorge Garces	 	2/8/12	 	 
	Jorge Garces	 	Date