Exhibit 10.12


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT, made and entered into as of this 13th
day of October, 1998, 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 Patrick D. Waddy,
residing at 10 Homecrest Terrace Halifax, NS B3N1Y4 (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 President of its
Dominion Biologicals subsidiary 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 October 13,
1998 (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 period 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 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.


 


(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 on 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.


 


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(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.


 


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 therefore 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.


 


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 in the form and in dollar amounts substantially
equivalent to the benefits provided to the Employer’s other employees in a
similar position and with similar responsibilities, 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


 


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a single payment at the time of termination.  In consideration of such payment and his 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.     Employer 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 of 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


 


4





















 


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


 


5





















 


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.


 


This agreement supersedes any prior employment
agreement between Employer and Employee.


 


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:

  	
   

  	
  10 Homecrest Terrace

  
	
   

  	
   

  	
   

  	
   

  	
  Halifax, NS B3N1Y4

  



 


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


 


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14.   Governing Law 


 


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


 


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/ EDWARD L.
  GALLUP

  	
   

  	
   

  	
  By:

  	
  /s/ PATRICK WADDY

  	
   

  
	
   

  	
  Edward L. Gallup, President

  	
   

  	
   

  	
   

  
							



 


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SCHEDULE A


 


EMPLOYMENT
AGREEMENT DATED OCTOBER 13, 1998 BY AND BETWEEN IMMUCOR, INC. AND PATRICK

D. WADDY


 


Base
compensation: CDN$100,000.00 a year payable in 24 installments semi-monthly.


 


Outplacement
Assistance Benefit:  US$15,000.00.


 


 


	
  Immucor, Inc.

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ EDWARD L.
  GALLUP

  	
   

  	
   

  	
  By:

  	
  /s/ PATRICK WADDY

  	
   

  
	
   

  	
  Edward L. Gallup, President

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  October 13, 1998

  	
   

  	
   

  	
  Date:

  	
  December 7, 1998 

  	
   

  
									



 


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


 


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SCHEDULE B


 


EMPLOYMENT
AGREEMENT DATED OCTOBER 13, 1998 BY AND BETWEEN IMMUCOR, INC. AND PATRICK

D. WADDY


 


Life Insurance for the Benefit of Employer: N/A


 


Insured:


 


Face
Amount: $


 


Owner of Policy:           Employer


 


Policy
Number:


 


Insurance
Company:


 


Life Insurance for the Benefit of Employee:


 


Insured:
Premium reimbursement of US$2,500.00 annually


 


Face
Amount: $


 


Owner of Policy:           Employee


 


Policy
Number:


 


Insurance
Company:


 


 


	
  Immucor, Inc.

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ EDWARD L.
  GALLUP

  	
   

  	
   

  	
  By:

  	
  /s/ PATRICK WADDY

  	
   

  
	
   

  	
  Edward L. Gallup, President

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  October 13, 1998

  	
   

  	
   

  	
  Date:

  	
  December 7, 1998 

  	
   

  
									



 


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


 


9