Exhibit
10.23


 


EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT, made and entered into as of this 28th day of July, 2003, by
and between Immucor, Inc., a Georgia corporation with its executive
offices 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, 92800
Puteaux, France (herein referred to as “Employee”).


 


WITNESSETH


 


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


 


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


 


1.     Relationship Established


 


Employer
hereby employs Employee as Director of European Operations of Employer’s
subsidiaries in Europe (Germany, Italy, Spain, Belgium, and Portugal) to perform
the services and duties normally and customarily associated with Employee’s
position, such duties as specified in the Employer’s bylaws, and such other
duties as may from time to time be specified by the Employer’s Board of
Directors. Employee will be retained in this position during the term of his
employment under this Employment Agreement, and hereby agrees to perform such
services and duties in this capacity.


 


2.     Extent of Services


 


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


 


3.     Term of Employment


 


Employee’s
employment hereunder shall commence on July 28, 2003 (hereinafter called
the “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 perform
the services provided for hereunder for an aggregate of 12 months during the
term hereof.


 


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


 





















 


(i)            Employee’s dishonesty,


(ii)           An act of defalcation committed by Employee,


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


(iv)          Employee’s moral turpitude.


 


Disability
because of illness or accident or any other physical or mental disability shall
not constitute a basis for discharge for Cause.


 


(c)   The discharge of Employee by Employer without
Cause (which shall be deemed to have occurred if Employee’s employment hereunder
terminates under Section 7 hereof).


 


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


 


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


 


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


 


If
not sooner terminated under the provisions of paragraphs 3(a) through 3(f) above,
the term of Employee’s employment hereunder shall automatically renew for an
additional 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 be
performed by him hereunder the base compensation specified on Schedule A
attached hereto. Schedule A may be amended from time to time upon the
parties’ revision and reexecution thereof, whereupon the amended Schedule A
shall be attached hereto; provided, however, the amended Schedule A shall
be effective upon such reexecution, whether or not it is attached hereto.


 


(b)   The Employee may be entitled to additional
bonus compensation as may be determined by the Board of Directors of Employer
from time to time, any such determination to be final, binding and conclusive
on Employee and all other persons.


 


(c)   In the event Employee’s employment shall
terminate under Section 3(c) hereof, the Employee shall be paid an
amount equal to the Average Annual Compensation payable to Employee under Schedule A
for the remainder of the term of this Agreement in accordance with the payment schedule set
forth on Schedule A, to be paid over the remainder of the term of this
Agreement following termination. For purposes of this Section, “Average Annual
Compensation” shall mean the Employee’s annual base compensation payable to
Employee under Section A in accordance with the payment schedule set forth
in Schedule A together with his Average Bonus. “Average Bonus” shall mean the
average bonus paid to employee over the last two years in which the Employee
was eligible to receive a bonus or such lesser number of years in which
Employee was eligible to receive a bonus.


 


(d)   In the event Employee’s employment shall terminate
under Section 3(a), 3(b), 3(d), 3(e) or 3(f) hereof, all of
Employer’s obligations to Employee hereunder will cease automatically and
Employee shall only be entitled to compensation accrued through the date of
termination.


 


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5.     Expenses


 


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


 


6.     Insurance and Other Fringe Benefits


 


Employer
will provide Employee with (a) health insurance, dental insurance,
long-term disability insurance, paid vacations and other fringe benefits as
defined by the French Social Security System and French social security
contributions will be paid by the employee on behalf of the employer on the
compensation in France remunerating an activity performed in European
countries, and (b) life insurance for the benefit of the Employee and/or
Employer, as provided on Schedule B attached hereto. Schedule B may
be amended 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 Change
of Control of Employer’s Business; Severance


 


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


 


(i)            Sale of Employer’s Assets. The sale of all or substantially all of
Employer’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 in
a transaction or series of transactions in 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. The occurrence of any change in control of
the Employer within the meaning of federal securities law.


 


(b)   If, within 60 days after an event described
in 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 if
within two years after a Change of Control Employer terminates Employee’s employment
(whether for Cause or without Cause) the Employer terminates Employee’s
employment, then Employer shall pay Employee (instead of the amount specified
in 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. In
consideration of such payment and his


 


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employment
hereunder through the date of such termination, Employee agrees to remain bound
by the provisions of this agreement which specifically relate to periods,
activities or obligations upon or subsequent to the termination of Employee’s
employment.


 


(c)   Upon a Change of Control, Employee’s existing
options under any Immucor Inc. (the “Company”) option plan, including the
Company’s 1990 Stock Option Plan, the Company’s 1995 Stock Option Plan, and the
Company’s 1998 Stock Option Plan, if any, shall immediately vest and become exercisable
in full and shall remain exercisable for the full term stated in such option
plan 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 or
the Employer terminates Employee’s employment other than for Cause, then
Employer shall pay to Employee an outplacement assistance benefit for the
purpose of assisting Employee with counseling, travel and other expenses
related to finding new employment. Such amount shall be paid in cash in the
amount specified on Schedule A attached hereto. Schedule A may be
amended 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 Annual
Compensation” shall mean the Employee’s annual base compensation payable to
Employee under Schedule A in accordance with the payment schedule set
forth on Schedule A together with his Average Bonus. “Average Bonus” shall
mean the average of the bonuses paid to Employee over the last two years (or
such 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 Employee
for any and all legal fees and expenses incurred by him as a result of a
termination of employment described in Section 7(b), including without
limitation all fees and expenses incurred to enforce the provision of this
Agreement.


 


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, Employee shall:


 


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


 


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


 


10.   Non-Disclosure


 


a.  Protection of Trade Secrets. Employee acknowledges that during the course
of his or her employment, Employee will have significant access to, and
involvement with, the Company’s Trade Secrets and Confidential Information. Employee
agrees to maintain in strict confidence and, except as necessary to perform his
or her duties for the Company, Employee agrees not to


 


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


 


b.  Protection of Other
Confidential Information. In addition, Employee agrees to maintain in strict confidence and, except
as necessary to perform his or her duties for the Company, not to use or disclose
any Confidential Information of the Company during his or her employment and
for a period of 12 months following termination of Employee’s employment. “Confidential
Information” shall mean any internal, non-public information (other than Trade
Secrets already addressed above) concerning (without limitation) the Company’s
financial position and results of operations (including revenues, assets, net
income, etc.); annual and long-range business plans; product or service plans; marketing
plans and methods; training, educational and administrative manuals; supplier information
and purchase histories; customers or clients; personnel and salary information;
and employee lists. Employee agrees that the provisions of this subsection shall
be deemed sufficient to protect Confidential Information of third parties
provided to the Company under an obligation of secrecy.


 


c.  Rights to Work Product. Except as expressly provided in this
Agreement, the Company alone shall be entitled to all benefits, profits and
results arising from or incidental to Employee’s performance of his or her job
duties to the Company. To the greatest extent possible, any work product,
property, data, invention, “know-how,” documentation or information or
materials prepared, conceived, discovered, developed or created by Employee in
connection with performing his or her employment responsibilities during
Employee’s employment with the Company shall be deemed to be “work made for
hire” 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 hereby
unconditionally and irrevocably transfers and assigns to the Company all
intellectual property or other rights, title and interest Employee may
currently have (or in the future may have) by operation of law or otherwise in
or to any work product. Employee agrees to execute and deliver to the Company
any transfers, assignments, documents or other instruments which the Company may
deem necessary or appropriate to vest complete and perpetual title and
ownership 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 part thereof written or created by Employee,
and to combine the same with other works to any extent, and to change or substitute
the title thereof, and in this connection Employee hereby waives the “moral
rights” of authors as that term is commonly understood throughout the world
including, without limitation, any similar rights or principles of law which Employee
may now or later have by virtue 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 or her salary,
for any exercise by the Company of its rights set forth in the preceding
sentence.


 


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


 


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


 


11.   Severability


 


It
is the intention of the parties that if any of the restrictions or covenants
contained herein is held to cover a geographic area or to be for a length of
time or to apply to business activities which is not permitted by 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 to the
extent such provision would be valid or enforceable under applicable law, a
court of competent jurisdiction shall construe and interpret or reform this Section to
provide for a covenant having the maximum enforceable geographic area, time
period and any other provisions (not greater than those contained herein) as
shall be valid and enforceable under such applicable law.


 


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


 


12.   Waiver of Provisions 


 


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


 


13.   Notices


 


Any
notice or other communication to a party required or permitted hereunder shall
be in a writing and shall be deemed sufficiently given when received by the
party (regardless of the method of delivery), or if sent by registered or
certified mail, postage and fees prepaid, addressed to the party as follows, on
the 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


 


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


 


14.   Governing Law 


 


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


 


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15.   Enforcement


 


In
the event of any breach or threatened breach by Employee of any covenant
contained in Sections 9 or 10 hereof, the resulting injuries to the Company
would be difficult or impossible to estimate accurately, even though
irreparable injury or damages would certainly result. Accordingly, an award of
legal damages, if without other relief, would be inadequate to protect the
Company. Employee, therefore, agrees that in the event of any such breach, the
Company shall be entitled to obtain from a court of competent jurisdiction an
injunction to restrain the breach or anticipated breach of any such covenant,
and to obtain any other available legal, equitable, statutory, or contractual
relief. Should the Company have cause to seek such relief, no bond shall be
required from the Company, and Employee shall pay all attorney’s fees and court
costs which the Company may incur to the extent the Company prevails in its
enforcement action.


 


16.   Entire Agreement; Modification and Amendment 


 


This
Agreement contains the sole and entire agreement between the parties and
supersedes all prior discussions and agreements between the parties with
respect to the matters addressed herein, and any such prior agreement shall,
from and after the date hereof, be null and void. This Agreement and the
attached Schedules shall not be modified or amended except by an instrument in
writing signed by the parties hereto.


 


17.   Parties Benefited


 


This
Agreement shall insure to the benefit of, and be 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 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


 


EMPLOYMENT
AGREEMENT DATED JULY 28, 2003 BY AND BETWEEN IMMUCOR, INC. AND DIDIER
LANSON.


 


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


 


Outplacement
Assistance 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

  
						



 


 


(This
Schedule A supersedes and replaces any Schedule A previously executed
by the parties hereto.)


 


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SCHEDULE B


 


EMPLOYMENT
AGREEMENT DATED July 28, 2003 BY AND BETWEEN IMMUCOR, INC. AND DIDIER
LANSON.


 


Life
Insurance for the Benefit of Employee:


 


Insured:


 


Face
Amount: Premium reimbursement of $2,500.00 annually


 


Owner
of Policy:           Employer


 


Policy
Number:


 


Insurance
Company:


 


 


	
  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

  
						



 


 


(This
Schedule B supersedes and replaces any Schedule B previously executed
by the parties hereto.)


 


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