**EXHIBIT 10.30**

 

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 19, 2002 between454 Corporation, a corporation organized under the laws of the State of Delaware, with its principal place of business at 20 Commercial Street, Branford, Connecticut (the “Company”), and Richard F. Begley, Ph.D. (“Executive”).

 

WHEREAS, the Executive desires to be employed bythe Company, subject to the terms and conditions of this Agreement; and the Company desires to retain the Executive’s services, subject to the terms and conditions of this Agreement. 

 

THEREFORE, the Company and the Executive, intending to be legally bound, hereby agree as follows:

 

**1. Employment; Duties and Responsibilities**

 

A) The Company shall employ the Executive,and the Executive shall serve the Company, as President and Chief Executive Officer*,*with such duties and responsibilities as may be assigned to the Executive by the Board of Directors (“BOD”) of the Company and are typicallyassociated with a position of that nature. 

 

B)The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of theCompany as determined from time to time by the BOD or an officer of the Company. 

 

C) The Executive shall report to the BOD of the Company, or identified member of the Executive Committee. 

 

D) The Executive shall not engage in any activities outside the scope of his employment that would detract from, or interfere with, thefulfillment of his responsibilities or duties under this Agreement. 

 

E) TheExecutive shall not serve as a director (or the equivalent position) of any company or entity and shall not render services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, withoutprior written consent of the BOD. Such consent shall not be unreasonably withheld. 

 

F) The Executive shall not receive fees or other remuneration for work performed either within or outside the scope of his employment without prior written consent of the BOD. Such consent shall not beunreasonably withheld. 

 

**2. Term of Employment**

 

A) The Executive’s employment by theCompany under this Agreement shall commence on the date of this Agreement and, subject to the earlier termination pursuant to section 10 shall terminate on December 31, 2003; provided, however, that commencing on January 1, 2004 and each January 1thereafter the term of this Agreement shall be extended for one (1) additional year unless, not later than October 31 of the preceding year, the Company or the Executive shall have given written notice that the Company or the Executive does not wishto extend this Agreement. 

 

B) Notwithstanding anysuch notice by the Company, if a Change of Control occurs after this Agreement has been terminated without cause, but within twelve (12) months after such notice to terminate the Agreement was given by the Company, the termination shall be deemedineffective and the Agreement shall continue in effect. In any event, the term of this Agreement shall expire on the second (2nd) anniversary of the date of the Change of Control. 

 

 

2 

 

**3. Compensation**

 

As full compensation for all servicesrendered by the Executive to the Company under this Agreement, the Company shall pay the Executive the compensation set forth in Schedule A attached and incorporated into this Agreement. This schedule may be amended from time to time in writing bythe Company and the Executive. 

 

**4. Fringe Benefits**

 

A) The Executive shall be entitled toparticipate in all health and welfare benefit plans provided by the Company to its employees. 

 

B) The Executive shall be entitled to participate in all pension plans provided by the Company to its employees. 

 

C) The Company may, at its sole option, devise a benefit plan for its executives or senior managers. TheExecutive shall be entitled to participate in benefit plans provided by the Company to its executives or senior managers. 

 

D) The Executive shall be entitled to a minimum of four (4) weeks paid vacation time annually. 

 
**5.** ******Expenses**
 

The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by him in connection with the performance ofhis services for the Company in accordance with the Company’s policies, upon submission of appropriate expense reports and documentation in accordance with the Company’s policies and procedures. 

 

 

3 

 

**6. Disability orDeath**

 

A) If, as the result of anyphysical or mental disability, the Executive shall have failed or is unable to perform his duties for a period of ninety (90) consecutive days, the Company may, by notice to the Executive, terminate his employment under this Agreement as of the dateof the notice without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid base salary and expenses and benefits which have accrued pursuant to any plan or by law). However, theExecutive shall be entitled to continued participation in any health and welfare benefit plan of the Company for twelve (12) months following the termination of his employment under this clause. 

 

B) The term of the Executive’s employment under thisAgreement shall terminate upon his death without any further payment or the furnishing of any benefit by the Company under this Agreement (other than accrued and unpaid base salary and commission and expenses and benefits which have accrued pursuantto any plan or by law). This provision shall not be read to change the terms of any other agreement between the Executive and the Company, including any stock option plans, which shall be governed by its terms. Unless expressly provided for in suchagreements, the death of the Executive shall not terminate such agreements. 

 

**7. Patents, Copyrights and Intellectual Property**

 

A) The Executive shall promptly disclose to the Company all Inventions. Inventions shall mean, for purposes of this paragraph, inventions, discoveries, developments, methods and processes (whether ornot patenable or copyrightable or constituting trade secrets) conceived, made or discovered by the Executive (whether alone or with others) while employed by the Company that relate, directly or indirectly, to the past, present, or future businessactivities, research, product design or development, personnel, and business opportunities of the Company, 

 

4 

 

or result from tasks assignedto the Executive by the Company or done by the Executive for or on behalf of the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to allInventions. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including, among others, the execution and delivery of instruments of furtherassurance or confirmation) requested by the Company to assign the Inventions to the Company and to permit the Company to file, obtain and enforce any patents, copyrights or other proprietary rights in the Inventions. The Executive agrees to make andmaintain adequate and current records of all Inventions, in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to the Company at all times. 

 

B) All designs, ideas, inventions, improvements, and othercreations made or owned by the Executive before becoming an employee of the Company and which the Executive desires to exempt from this Agreement are listed on Attachment A hereof and authorized for exclusion by the signature of an Officer of theCompany. (If the Executive does not have any such designs, ideas, inventions, improvements, or other creations write “none” on this line:None.) 

 

C) The Executive agrees to notify the Company in writing before the Executive makes any disclosure orperforms or causes to be performed any work for or on behalf of the Company, which appears to threaten or conflict with (a) rights the Executive claims in any invention or idea conceived by the Executive or others (i) prior to the Executive’semployment, or (ii) otherwise outside the scope of this Agreement; or (b) rights of others arising out of obligations incurred by the Executive (i) prior to this Agreement, or (ii) otherwise outside the scope of this Agreement. In the event of theExecutive’s failure to give notice under the 

 

5 

 

circumstances specified, theCompany may assume that no such conflicting invention or idea exists and the Executive agrees that the Executive will make no claim against the Company with respect to the use of any such invention or idea in any work which the Executive performs orcauses to be performed for or on behalf of the Company. 

 

**8.Proprietary and Trade Secret Information**

 

A) The Executive agrees that he will keep confidential and will not make any unauthorized use or disclosure, or use for his own benefit or the benefit of others, during or subsequent to his employment of any research, development,engineering and manufacturing data, plans, designs, formulae, processes, specifications, techniques, trade secrets, financial information, customer or supplier lists or other information that becomes known to him as a result of his employment withthe Company which is the property of the Company or any of its clients, customers, consultants, licensors, licensees, or affiliates, provided nothing herein shall be construed to prevent the Executive from using his general knowledge and skill aftertermination of his employment whether acquired prior to or during his employment by the Company. 

 

B) Proprietary information subject to paragraph 8(A) does not include information that: (i) is or later becomes available to the public through no breach of this Agreement by the Employee; (ii) isobtained by the Executive from a third party who had the legal right to disclose the information to the Executive; or (iii) is required to be disclosed by law, government regulation, or court order. 

 

C) The Executive is not expected to and is expressly forbiddenby the Company policy from disclosing to the Company a “Trade Secret” or “Confidential” or “Proprietary” information from a former employer. 

 

6 

 

D) Uponleaving the employment of the Company, the Executive will not remove from the Company premises, either directly or indirectly, any drawings, writings, prints, any documents or anything containing, embodying, or disclosing any confidential orproprietary information or any of the Company’s trade secrets unless express written permission is given by the Company management. Upon termination of his employment, the Executive shall return to the Company any and all documents andmaterials that are the property of the Company or its customers, licensees, licensors or affiliates or which contain information that is the property of the Company. 

 

**9. Covenant Not to Compete**

 

A) While in the employ of the Company and for a period of one year or the maximum period permitted byapplicable law (whichever is shorter) following termination of his employment with the Company, the Executive shall not, without the approval of the Company, alone or as a partner, officer, director, consultant, employee, stockholder or otherwise,engage in any employment, consulting or business activity or occupation that is or is intended to be directly competitive with the business of the Company or any of its affiliates, as being considered, researched, developed, marketed and/or sold atthe time of termination, in the area of massively parallel sequencing, specifically including the following companies: **U. S. Genomics, Inc., Solexa, Ltd., Mobious Genomics, Ltd., Visigen Biotechnologies, Inc.**;**** provided, however, thatthe holding by the Executive of any investment in any security shall not be deemed to be a violation of this section if such investment does not constitute over one percent (1%) of the outstanding issue of such security. The restriction shall runfor a period of one year after said termination, and if there shall be any violation hereof during said period, then for a period of one year after cessation of such violation. These restrictions shall in no way prohibit the Executive 

 

7 

 

from obtaining employment at amulti-product company that may happen to have a program in massively parallel sequencing technology. In this circumstance, the Executive cannot actively contribute directly to the program for a period of one year, even if it reports to him.

 

B) While in the employ of the Company, theExecutive shall promptly notify the Company, if the Executive, alone or as a partner, officer, director, consultant, employee, stockholder or otherwise, engages in any employment, consulting or business activity or occupation outside his employmentby the Company. 

 

C) The Executive shall not,directly or indirectly, either during the term of the Executive’s employment under this Agreement or for a period of one (1) year thereafter, solicit, directly or indirectly, the services of any person who was a full-time employee of theCompany, its subsidiaries, divisions or affiliates, or solicit the business of any person who was a client or customer of the Company, its subsidiaries, divisions or affiliates, in each case at any time during the last year of the term of theExecutive’s employment under this Agreement. The Executive shall not, directly or indirectly, either during the term of the Executive’s employment under this Agreement or for a period of one (1) year thereafter, employ, directly orindirectly, the services of any person who was a full-time employee of the Company, its subsidiaries, divisions or affiliates, or solicit the business of any person who was a client or customer of the Company, its subsidiaries, divisions oraffiliates, in each case at any time during the last year of the term of the Executive’s employment under this Agreement. For purposes of this Agreement, the term “person” shall include natural persons, corporations, business trusts,associations, sole proprietorships, unincorporated organizations, partnerships, joint ventures and governments or any agencies, instrumentalities or political subdivisions thereof. 

 

8 

 

D) TheExecutive acknowledges and agrees that the covenants in this section are necessary for the protection of the legitimate business interests of the Company and that the covenants are reasonable in all respects. The Executive further acknowledges andagrees that, if his employment by the Company is terminated, his experience and capabilities are such that he is both qualified and willing to seek and obtain employment involving business activities which will not violate any covenant on his partto be observed hereunder and that a court decree enjoining any such violation will not prevent him from earning a reasonable livelihood. 

 

E) Just compensation for the duties under this paragraph is included in the salary and benefits provided herein. 

 

F) If the Executive is terminated as a result of a Change ofControl, as defined in this Agreement, this Section, titled “Covenant Not to Compete,” shall not be applicable. 

 

**10. Termination**

 

A) The Company shall have the right at any time to terminate this Agreement and the Executive’s employment with the Company for causeor without cause. 

 

B) For purposes of thisAgreement, the term “for cause” shall mean the Executive’s willfully engaging in conduct demonstrably and materially injurious to the Company, monetarily or otherwise, provided that the Executive receives a copy of a resolution dulyadopted by the unanimous affirmative vote of the entire membership of the Board of Directors of the Company at a meeting of the Board of the Company called and held for such purpose after the Executive has been given reasonable notice of suchmeeting and has been given an opportunity, together with his counsel, to be heard by the Board of the Company, finding that in the good faith opinion of the Board of the Company the Executive was guilty of the conduct set forth and specifying theparticulars thereof in detail. 

 

9 

 

C) TheExecutive’s act, or failure to act, shall be deemed “willful” if the Executive was not acting in good faith or acting without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Anyact or failure to act based on authority given pursuant to a resolution duly adopted by the Board of the Company, or based upon the advice of counsel for the Company shall be conclusively presumed to have been done by the Executive in good faith andin the best interests of the Company. 

 

D) If theExecutive is terminated for cause, the Company shall not be obligated to make any further payment to the Executive (other than accrued and unpaid base salary and expenses to the date of termination), or continue to provide any benefit (other thanbenefits which have accrued pursuant to any plan or by law) to the Executive under this Agreement. 

 

E) If the Executive is terminated without cause, the Executive shall be entitled to certain benefits. The benefits shall consist of (i)salary continuation at the base salary the Executive was receiving at the time of termination and (ii) the Executive’s continued participation in any employee health and welfare benefit plan to which the Executive was a participant prior to histermination on the same basis as the Executive had participated as an employee. The salary continuation and continued participation in any health and welfare benefit plan shall be for no more than twelve (12) months from the date of termination bythe Company, regardless of the number of months remaining in the term of the Agreement. The offer of the benefits referenced in this paragraph is conditioned upon a covenant not to initiate any action or suit in law or equity in any forum againstthe Company, its officers, directors, employees or agents in connection with the Executive’s employment or termination of employment (“Covenant Not to Sue”). The Covenant Not to Sue shall be presented to the Executive in writing atthe time 

 

10 

 

of notice of termination. TheExecutive’s refusal to agree to the Covenant Not to Sue shall constitute a waiver by the Executive of any and all benefits referenced in this paragraph. 

 

**11. Change of Control**

 

A) “Change in Control” of 454 Corporation means the occurrence of any one of the following events: 

 

(i) individuals who, on January 1, 2002,constituted the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to January 1, 2002, whose election or nomination for electionwas approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection tosuch nomination) shall be an Incumbent Director; provided, however, that no individual elected or nominated as a director of the Company initially as a result of an actual or threatened election contest with respect to directors or anyother actual or threatened solicitation of proxies (or consents) by or on behalf of any person other than the Board shall be deemed an Incumbent Director; 

 

(ii) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 [the“Exchange Act”] and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting in the aggregate (A) in the event that the 

 

11 

 

Company isnot subject to the reporting requirements of the Exchange Act and has registered a class of equity securities pursuant to Section 12(b) or 12(g) of the Exchange Act (a “Reporting Company”) 50% or more or, (B) in the event the Company is aReporting Company, 25% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”) pursuant to a transaction or a series of relatedtransactions which the Board of Directors does not approve; provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following: (A) acquisitions by theCompany or any Subsidiary unless otherwise set forth in Section 11B below; (B) acquisitions by any employee benefit plan sponsored or maintained by the Company or Subsidiary; (C) acquisitions by any underwriter temporarily holding securitiespursuant to an offering of such securities or (D) acquisitions or dispositions by CuraGen or any of its affiliates; 

 

(iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transactioninvolving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediatelyfollowing such Business Combination more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directlyor indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the 

 

 

12 

 

SurvivingCorporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, shares into which such Company Voting Securities were convertedpursuant to such Business Combination); or 

 

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale or disposition of all or substantially all of the Company’s assets except to CuraGen or any of its affiliates.

 

Notwithstanding the foregoing, a Change inControl of the Company shall not be deemed to occur solely because any person acquires beneficial ownership at a time when the Company (i) is not a Reporting Person, of more than 50% of the Company Voting Securities; or (ii) is a Reporting Person,of more than 25% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition bythe Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall thenoccur. 

 

**12. Benefits Upon Termination After a Change inControl**

 

A) If the Executive terminatesfor good reason or is terminated by the Company, within twelve (12) months of a Change of Control as defined in this Agreement, the Executive shall be entitled to an additional twelve (12) months of salary continuation and continued participation inany health and welfare benefit plan for a total of twenty-four (24) months salary continuation and participation in the health and welfare benefit plan. 

 

 

13 

 

B) Terminationby the Executive of his employment for “good reason” shall mean termination based on: 

 

(i) subsequent to a Change in Control of the Company, and without the Executive’s express written consent, theassignment to Executive of any duties inconsistent with those duties prior to a Change in Control, or a change in the level of the Executive’s reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control,or any removal of the Executive from, or any failure to re-elect the Executive, to any of such positions, except in connection with the termination of the Executive’s employment for Cause, Disability or Retirement or as a result of theExecutive’s death or by the Executive other than for good reason; 

 

(ii) subsequent to a Change in Control of the Company, a reduction by the Company in the Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time;

 

(iii) subsequent to a Change inControl of the Company, a failure by the Company to continue any bonus plans in which the Executive is presently entitled to participate (the “Bonus Plans”) as the same may be modified from time to time but substantially in the formcurrently in effect, or a failure by the Company to continue the Executive as a participant in the Bonus Plans (or plans providing the Executive with substantially similar benefits) on at least the same basis as the Executive presently participatesin accordance with the Bonus Plans; 

 

(iv) subsequent to a Change in Control of the Company and without the Executive’s express written consent, the Company’s requiring the Executive to be 

 

 

14 

 

basedanywhere other than within fifty (50) miles of the Executive’s present office location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travelobligations; 

 

(v) subsequent to aChange in Control of the Company, the failure by the Company to continue in effect any benefit or compensation plan, stock ownership plan, stock purchase plan, stock option plan, life insurance plan, health-and-accident plan or disability plan inwhich the Executive is participating at the time of a Change in Control of the Company (or plans providing the Executive with substantially similar benefits), the taking of any action by the Company which would adversely affect the Executive’sparticipation in or materially reduce the Executive’s benefits under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company toprovide the Executive with the number of paid vacation days to which the Executive is then entitled in accordance with the Company’s normal vacation policy in effect on the date hereof; 

 

(vi) subsequent to a Change in Control of theCompany, the failure by the Company to obtain the assumption of this Agreement by any successor; or 

 

(vii) subsequent to a Change in Control of the Company, any purported termination of the Executive’s employment whichis not effected pursuant to the terms of this Agreement. No such purported termination shall be effective. 

 

C) If the Executive terminates his employment for a “good reason,” the Executive shall be entitled to the same benefits asprovided in paragraph A of this section. 

 

15 

 

D) Upon aChange of Control, notwithstanding any other agreement, all stock, restricted stock, stock options or restricted stock options of the Executive shall become fully vested to 100%. 

 

**13. Arbitration**

 

A) Any dispute under this Agreement, including any dispute as to cause or good reason for termination, shall be submitted to bindingarbitration subject to the rules of the American Arbitration Association. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY SUCH ACTIONS, SUIT OR PROCEEDING. The Company shall bear all costs associatedwith the Arbitration, including filing fees and any stipend for the arbitrator. The Company and the Executive shall each bear its own attorneys’ fees. However, if the Executive prevails in a challenge to the Company’s determination forcause, the Executive shall be entitled to be reimbursed for all attorney fees. 

 

B) Nothing in this section shall be read to preclude the Company seeking injunctive relief for the Executive’s breach of Section 8, Proprietary and Trade Secret Information or Section 9, CovenantNot to Compete. 

 

**14. Injunctive Relief**

 

A) The Executive acknowledges that theservices rendered by him under this Agreement are of a special, unique and extraordinary character and, in connection with such services, he will have access to confidential information concerning the Company’s business. By reason of thisaccess to confidential information, the Executive consents and agrees that if he violates any of the provisions of this Agreement with respect to Proprietary and Trade Secret Information or the Covenant Not to Compete, the Company would sustainirreparable harm and, 

 

 

16 

 

therefore, in addition to anyother remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction to be issued by any court of competent jurisdiction restraining the Executive from committing or continuing to commit anysuch violation of this Agreement. 

 

**15. Miscellaneous**

 

A) This Agreement shall begoverned by and construed in accordance with the laws of the State of Connecticut, applicable to agreements made and to be performed in Connecticut, and shall be construed without regard to any presumption or other rule requiring constructionagainst the party causing the Agreement to be drafted. 

 

B) This Agreement contains a complete statement of all the arrangements between the Company and the Executive with respect to its subject matter, supersedes all previous agreements, written or oral, among them relating to its subjectmatter and cannot be modified, amended or terminated orally. Amendments may be made to this Agreement at any time if mutually agreed upon in writing. 

 

C) Any amendment, notice or other communication under this Agreement shall be in writing and shall be considered given when received andshall be delivered personally or mailed by Certified Mail, Return Receipt Requested, to the parties at their respective addresses set forth in this Agreement, or at such other address as a party may specify by written notice to the other.

 

D) The failure of a party to insist upon strictadherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

 

17 

 

E) Each of theparties irrevocably submits to the exclusive jurisdiction of any court of the State of Connecticut or the Federal District Court of Connecticut over any action, suit or proceeding relating to or arising out of this Agreement and the transactionscontemplated hereby. Each party hereby irrevocably waives any objections, including, without limitation, any objection to the laying of venue or based on the grounds of *forum non conveniens* which such party may now or hereafter have to thebringing of any such actions, suit or proceeding in any such court and irrevocably agrees that process in any such actions, suit or proceeding may be served upon that party personally or by Certified or Registered Mail, Return Receipt Requested.

 

F) The invalidity or unenforceability of anyterm or provision of this Agreement shall not affect the validity or enforceability of the remaining terms or provisions of this Agreement which shall remain in full force and effect and any such invalid or unenforceable term or provision shall begiven full effect as is legally permissible. If any term or provision of this Agreement is invalid or unenforceable in one jurisdiction, it shall not affect the validity or enforceability of that term or provision in any other jurisdiction.

 

G) This Agreement is not assignable by eitherparty except that it shall inure to the benefit of and be binding upon any successor to the Company by merger or consolidation or the acquisition of all or substantially all of the Company’s assets, provided such successor assumes all of theobligations of the Company, and shall inure to the benefit of the heirs and legal representatives of the Executive. 

 

 

18 

 

By:
 
/s/    JONATHAN M. ROTHBERG,PH.D.                12-19-02
   
By:
 
/s/    RICHARD F. BEGLEY,PH.D                 12-20-02
  
Jonathan M. Rothberg, Ph.D.                                    Date

Chairman, Board of Directors

20 Commercial Street

Branford, CT 06405

(“the Company”)
     
Richard F. Begley, Ph.D.                                Date

Chief Executive Officer and President

20 Commercial Street

Branford, CT 06405

(“theExecutive”)

 

19 

 

SCHEDULE A

 

**Compensation**

 

The Executive shall receive the following compensation forservices during the initial term of employment: 

 
 1) The Executive’s base salary shall be $300,000 per year, payable in bi-weekly installments, subject to increases by the Board of Directors, which shall reviewthe salary periodically. 
 
 2) The Executive, if otherwise eligible, shall participate in any incentive compensation plan, pension, profit sharing, stock purchase or stock option plan, annuity,or group insurance plan, medical plan and other benefits, maintained by the Company for its employees. 
 
 3) The Executive shall be eligible to receive performance-based bonuses on the attainment of certain goals set by the BOD. 
 

20