Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This employment
agreement (“Agreement”) sets forth
the terms upon which Daniel Hartman (“you”)
will be employed by deCODE genetics, Inc. (the “Company,” or “we”
or “us”).  


 


1.                                      Employment Period. 
Subject to the terms and provisions of this Agreement, we agree to
employ you, and you agree to be employed by us commencing on July 15, 2005 (the
“Effective Date”). You will be an
at-will employee of the Company.  The
period of your employment under this Agreement is referred to as the “Employment Period.”  


 


2.                                      Employment Terms and Conditions.


 


a.                                       Position and Duties; Extent of Services. 
During the Employment Period, you will serve as Senior Vice President,
Product Development and from time to time will serve in such other positions as
the Chief Executive Officer (the “CEO”),
the Board of Directors of the Company (the “Board”)
or such other executive officer to whom either the CEO or the Board shall
delegate such authority (an “Other Officer”)
may from time to time determine.  In so
doing, you will have such powers and duties (including holding officer
positions with one or more Subsidiaries of the Company) as may be assigned from
time to time by the CEO, the Board or an Other Officer and as are generally
associated with the position of Senior Vice President, Product Development and
such Other Officer positions.  During the
Employment Period, you will devote your full business time, energy, and best
efforts to the business and affairs of the Company.  You agree not to engage, directly or
indirectly, in any other business, investment, or activity that interferes with
your performance of your duties under this Agreement, is contrary to the
interests of the Company, or requires any portion of your business time.  “Subsidiary”
means any entity 50% or more owned, directly or indirectly, by the Company.


 


b.                                      Compensation. 
During the Employment Period, you will: 
(i) receive an annual base salary (“Annual Base Salary”) in an amount of $360,000, payable in
accordance with the customary payroll practices of the Company for executive
officers.  The Board, in its sole
discretion based upon performance targets or otherwise, may at any time adjust
the amount of the Annual Base Salary as it may deem appropriate, and the term “Annual Base Salary” will refer to the
Annual Base Salary upwards as it may be so adjusted; (ii) be eligible to
receive an annual bonus, as the Board or the Compensation Committee of the
Board may specify in its sole discretion based upon performance targets or
otherwise, subject to any terms or conditions as may be established by the
Board or its Compensation Committee (each an “Annual
Bonus”), it being understood that for purposes of any Annual Bonus
paid with respect to 2005, you will be deemed to have been employed for all of
2005; (iii)  for 2005 and 2006 be eligible to receive annual stock or
stock option bonuses, payable in the following year, based upon performance
targets agreed upon between you and the Board or its Compensation Committee,
subject to the terms and conditions of the Company’s 2002 Equity Incentive Plan
and any terms or conditions as may be established by the Board or its
Compensation Committee (each an “Equity Bonus”),
it being understood that for purposes of any Equity Bonus paid with respect to
2005, you will be deemed to have been employed for all of 2005 and it being
further agreed that if the Company adopts a comprehensive compensation plan
applicable to senior management providing for performance stock or stock option
grants for 2005 or 2006 in which you are entitled to


 





















 


participate, the provisions of this Section 2b(iii) will
expire and be superseded by such plan; (iv) be entitled to participate in
all incentive, savings, stock option, profit sharing retirement, welfare and
other employee benefit plans, practices, policies and programs (including
without limitation health club memberships and meals at work) applicable
generally to other employees of the Company based in the United States, subject
to all of the terms and conditions of such plans, practices, polices and
programs; and (v) be entitled to the greater of four (4) weeks or
such number of weeks of vacation as may from time to time be awarded in
accordance with our policies for executives based in the United States.


 


c.                                       Sign-on Bonus.  
Within ten days after the Effective Date, the Company will pay you a
one-time lump sum cash payment in the amount of $100,000 (the “Sign-On Bonus”).  In the event your employment with the Company
terminates as a result of a termination by the Company for Cause (as defined in
Section 3(c)) or by you other than pursuant to Section 3(e), at any
time during the 24-month period commencing on the Effective Date, you will
return a portion of the Sign-On Bonus equal to the net after-tax amount of the
Sign-On Bonus (after application of all refunds and credits as a result of such
repayment) multiplied by the difference of one minus a fraction, the numerator
of which is the number of completed calendar months since the Effective Date
and the denominator of which is 24.  You
shall return such amount to the Company no later than 30 days following the
date of such termination of your employment.


 


d.                                      Stock Option.  
On the first day of the Employment Period, the Company shall grant you
two incentive stock options (or to the extent that such options do not qualify
as an incentive stock options, non-qualified stock options), pursuant to the
Company’s 2002 Equity Incentive Plan, to purchase 150,000 and 50,000 shares,
respectively, of Common Stock of the Company (“Common Stock”) with an exercise
price equal to the closing price of the Company’s Common Stock on the last
trading day prior to the first day of the Employment Period as reported on the
Nasdaq National Market.  Such options
shall be in the form of, and on such terms and conditions as provided in, the
Company’s standard form of Stock Option Grant Agreement in effect as of the
date of this Agreement and shall include such further terms as are described in
this Agreement. The Stock Option Grant Agreement for the option for 150,000
shares of Common Stock shall provide, on condition that the Employment Period
is in effect on the relevant vesting dates, that such option shall vest as to
37,500 shares on the first anniversary of the Employment Period and as to 1/48
of the shares on the last day of each month thereafter.   Such Stock Option Grant Agreement shall also
provide that such option shall become 100% vested immediately upon a Change in
Control (as defined in Section 3(e) below), and that, in the event
that your employment is otherwise terminated other than for “Cause” (as defined
in Section 3(c) below), the lesser of (i) 75,000 shares or (ii) the
remaining unvested shares, shall become immediately vested.  The Stock Option Grant Agreement for the
option for 50,000 shares of Common Stock shall provide that the option is fully
vested.


 


e.                                       Restricted Stock. 
On the first day of the Employment Period, you will receive 50,000
shares of Restricted Stock pursuant to the Company’s 2002 Equity Incentive
Plan, subject to the terms and conditions of such Plan and the Company’s
standard form of Restricted Stock Agreement in effect as of the date of this
Agreement and shall include such further terms as are described in this
Agreement.  The Restricted Stock will
vest on the third anniversary of the Effective Date provided that the
Employment Period is then in effect.  The
Restricted Stock


 


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Agreement shall provide that the Restricted
Stock shall become 100% vested immediately upon a Change in Control, and that,
in the event that your employment is otherwise terminated other than for “Cause,”
a portion of the Restricted Stock equal to the product of the total number of
shares of Restricted Stock then subject to the Restricted Stock Agreement
multiplied by a fraction, the numerator of which is the number of months
then-elapsed in the Employment Period (rounded up to the next whole month) and
the denominator of which is 36, shall immediately vest


 


f.                                         Location; Travel. 
Your initial place of employment will be in Washtenaw, Livingston,
Genesee or Oakland County, Michigan (“Southeast Michigan”).  The foregoing notwithstanding, you
acknowledge and agree that (i) your job duties will require you to travel
from time to time both in and out of the United States, provided that such
travel shall not constitute a majority of your working time, and (ii) at
any time following the fifth anniversary of the Effective Date, the Company may
require that you relocate to the Company’s offices located in Chicago,
Illinois.    To the extent that the
Company requires, without your consent, that you relocate to such place or at
such time not otherwise contemplated by this Section, such relocation shall be
an Adverse Change (as defined in Section 3(e) below) and you shall
have the same rights and benefits of termination as set forth in Section 3(e).


 


3.                                      Termination of Employment.  


 


a.                                       Death.  Your employment
and the Employment Period hereunder will terminate automatically upon your
death.  In the event of your death during
the Employment Period, we will continue to pay your Annual Base Salary, as in
effect at the time of your death, to your personal representative or trustee
(as designated by you) for twelve (12) months. 


 


b.                                      Disability.  
If you become “disabled” (as such term is defined in the Company’s
disability insurance policy in effect from time to time), for a period in
excess of 180 days (whether or not consecutive) or 90 days consecutively, as
the case may be, during a 12-month period during the Employment Period, we may
give you a written notice of termination and your employment and the Employment
Period will terminate effective upon such notice.  


 


c.                                       Termination by Us for Cause. 
We may terminate your employment and the Employment Period hereunder at
any time either for Cause.  “Cause” means (i) your continued
failure to substantially perform your obligations and duties, as determined in
good faith by the Board; (ii) commission of an act of fraud, embezzlement,
misappropriation, willful misconduct or breach of fiduciary duty against the
Company or other conduct that causes or is likely to cause material harm to the
Company’s best interest, as determined in good faith by the Board; (iii) material
breach of the agreement referenced in Section 5 of this Agreement; (iv) conviction,
plea of no contest or nolo contendere, deferred adjudication or unadjudicated
probation for any felony or any crime involving moral turpitude; (v) failure
to carry out, or comply with, in any material respect, any lawful directive of
the CEO, the Board or an Other Officer consistent with the terms of this
Agreement; or (vi) possession of illegal drugs or unlawful use (including
being under the influence) of drugs or alcohol on Company premises or at a
Company sponsored function.


 


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d.                                      Termination by
Us Without Cause.  We may terminate
your employment and the Employment Period hereunder for any reason upon 10 days’
notice.  If we terminate your employment
without Cause during the Employment Period, in addition to any compensation
earned prior to the date of termination, we will continue to pay you your
Annual Base Salary, as in effect at on the date of termination of your
employment and the Employment Period, for eighteen (18) months in accordance
with our normal payroll practices, provided, however, that the Company will
defer the payment of any such amounts for six months from the date of
termination to the extent the Company reasonably determines such deferral is
necessary to avoid the imposition of a tax penalty on you pursuant to the
American Jobs Creation Act of 2004 or Section 409A of the Internal Revenue
Code.


 


e.                                       Termination following Change in Control.   
If following the occurrence of a Change in Control of the Company (as
defined below), (i) (A) you cease to serve in a senior executive
position with the Company, (B) your compensation (including the material
benefits of your employment) is decreased, or (C) your duties are
inconsistent with those customarily performed by a company’s senior executive
officer (each an “Adverse Change”),
other than as a result of your voluntary action, and (ii) within sixty
(60) days of such Change in Control, you terminate your employment and the
Employment Period hereunder by giving the Company 10 days’ notice, then we will
pay you, in addition to any compensation earned prior to the date of termination,
a lump sum cash payment in an amount equal to eighteen (18) months of your
Annual Base Salary at the time of your termination, plus one and one-half (1 1⁄2)
times the average Annual Bonus paid to you during the last two (2) years
of your employment.   Such payment will be made within thirty (30)
days of termination.  A Change in Control
of the Company shall be deemed to occur if (i) the Company is merged with
or into or consolidated with another corporation or other entity under
circumstances where the stockholders of the Company immediately prior to such
merger or consolidation do not own after such merger or consolidation shares
representing at least fifty percent (50%) of the voting power of the Company or
the surviving or resulting corporation or other entity, as the case may be, or (ii) if
the Company is liquidated or sells or otherwise disposes of substantially all
of its assets to another corporation or entity, or (iii) if any person (as
such term is used in Sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934) shall become the beneficial owner (within the meaning of Rule 13d-3
under such Act) of forty (40%) percent or more of the Common Stock of the
Company, in all cases other than pursuant to a plan or arrangement entered into
by such person and the Company or otherwise approved by the Board of Directors
of the Company. 


 


4.                                      Other Provisions Relating to Termination


 


a.                                       Effect of Termination. 
Except as expressly provided in this Agreement or in any other agreement
entered into pursuant hereto, upon termination of your employment hereunder, we
will have no further liability or obligation to you from and after the date of
such termination (other than liabilities or obligations accrued but unsatisfied
on date of such termination).


 


b.                                      Full
Settlement; Mitigation.  In no event
will you be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to you under this Agreement.  Such amounts will not be reduced whether or
not you obtain other employment.   


 


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c.                                       Release and Other Agreements. 
Notwithstanding any other provision in this Agreement to the contrary,
as a condition to receiving the benefits described in Sections 3(a), (d) and
(e) of this Agreement and in any other agreement entered into pursuant
hereto, you hereby agree to execute (and not revoke) a release in substantially
the form attached hereto as Exhibit A (the “Release”) and such other documents and
agreements as required by the Company, in the form and pursuant to the
procedures reasonably established by the Company.  


 


5.                                      Ownership and Protection of Ideas,
Information and Copyrights.  In further
consideration of this Agreement, contemporaneously with the execution of this
Agreement you shall execute the Confidentiality, Invention Assignment and
Non-Compete Agreement attached hereto as Exhibit B (“Noncompetition Agreement”).  Any material breach by you of the
Noncompetition Agreement after your employment has terminated shall, in
addition to all remedies provided therein, entitle the Company to terminate any
further payment obligations it may have to you under this Agreement.


 


6.                                      Successors; Binding Agreement. 
This Agreement may not be assigned by you.  This Agreement may be assigned by the Company
without your consent to any of its Subsidiaries or affiliates and will inure to
the benefit of and be binding upon the Company and its successors and
assigns.  To the extent such assignment
results in a Change in Control, you will have the rights and benefits as set
forth in Section 3(e).


 


7.                                      Miscellaneous.  


 


a.                                       Construction. 
This Agreement will be deemed drafted equally by both the parties.  Any presumption or principle that the
language is to be construed against any party will not apply.  


 


b.                                      Notices. 
For purposes of this Agreement, notices and all other communications
provided for in this Agreement will be in writing and will be deemed to have
been duly given when (i) delivered personally; (ii) sent by facsimile
or similar electronic device and confirmed; (iii) delivered by overnight
express; or (iv) if sent by any other means, upon receipt. 


 


c.                                       Severability. 
If any provision of this Agreement is held to be illegal, invalid or
unenforceable, such provision will be fully severable; this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a portion of this Agreement; and the remaining provisions
of this Agreement will remain in full force and effect and will not be affected
by the illegal, invalid or unenforceable provision or by its severance from
this Agreement.  Furthermore, in lieu of
such illegal, invalid or unenforceable provision there will be added
automatically as part of this Agreement a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.


 


d.                                      Withholding. 
The Company may withhold from any amounts payable under this Agreement
such Federal, state or local taxes as are required to be withheld pursuant to
any applicable law or regulation.


 


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e.                                       No Waiver. 
No waiver by either party at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be
performed by the other party will be deemed a waiver of similar or dissimilar
provisions or conditions at any time.


 


f.                                         Entire Agreement.  The provisions of this Agreement,
including the Release and the Noncompetition Agreement, constitute the entire
and complete understanding and agreement between the parties with respect to
the subject matter hereof.  


g.                                      Arbitration. 
In the event any claim, demand, cause of action, dispute, controversy or
other matter in question (“Claim”)
arises out of this Agreement (or its termination) or your employment (or
termination of employment) by the Company or its Subsidiaries, then, upon the
written request of you or us, such dispute or controversy will be submitted to
binding arbitration.  Any arbitration
will be conducted in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the “AAA”) or other rules of the AAA as
applicable to the claims asserted.  The
results of arbitration will be binding and conclusive on the parties
hereto.  All parties agree that venue for
arbitration will be in Chicago, Illinois.  
The costs of the arbitration process, exclusive of legal fees, witness
fees and expenses, will be shared equally unless otherwise ordered by the
Arbitrator.  All proceedings conducted
pursuant to this Section 7(g) will be kept confidential by all
parties.  THE ARBITRATOR SHALL HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES UNDER
ANY CIRCUMSTANCES (WHETHER IT BE EXEMPLARY DAMAGES, TREBLE DAMAGES, OR ANY
OTHER PENALTY OR PUNITIVE TYPE OF DAMAGES).  YOU
ACKNOWLEDGE THAT BY SIGNING THIS AGREEMENT YOU ARE WAIVING ANY RIGHT THAT YOU MAY HAVE
TO A JURY TRIAL OR A TRIAL BEFORE A JUDGE IN CONNECTION WITH, OR RELATING TO, A
CLAIM. 


 


h.                                      Survival. 
Sections 3, 4, 5 and 7 of this Agreement will survive the termination of
this Agreement, as shall the Noncompetition Agreement, according to the terms
thereof.


 


i.                                          Governing Law. 
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF
LAWS OF DELAWARE OR ANY OTHER JURISDICTION, AND, WHERE APPLICABLE, THE LAWS OF
THE UNITED STATES.


 


j.                                          Amendments. 
This Agreement may not be amended or modified at any time except by a
written instrument approved by the Board and executed by the Company and you.


 


k.                                       Acknowledgement. 
You acknowledge that you have read and understand this Agreement
(including its legal effect), have had an opportunity to consult legal counsel
regarding it, have not acted in reliance upon any representations or promises
made by the Company not contained herein, and have entered into this Agreement
freely.  


 


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l.                                          Counterparts. 
This Agreement may be executed (including by facsimile transmission) in
any number of counterparts.  


 


By signing and
countersigning this Agreement in the appropriate space set forth below, we and
you have agreed to be bound by the terms and conditions set forth herein,
effective as of the Effective Date.


 


 


	
   

  	
  DECODE
  GENETICS, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kari Stefansson

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  



 


 


ACKNOWLEDGED
AND AGREED BY:


 


	
  /s/ Daniel Hartman

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Name:

  	
    Daniel
  Hartman

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  July 15, 2005

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


	
  Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 


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EXHIBIT A


 


WAIVER AND
RELEASE


 


THIS Waiver and
Release agreement (“Waiver”) is
entered into between deCODE genetics, Inc. (the “Company”) and Daniel Hartman (“Employee”).


 


WHEREAS, Employee’s
employment with the Company will terminate on                                   
(the “Termination Date”); and


 


WHEREAS, the terms
of the Employment Agreement (“Agreement”)
between the Company and Employee provide for certain severance payments to the
Employee, conditioned on Employee’s execution of this Waiver and Release; 


 


NOW, THEREFORE, in
consideration of the mutual promises set forth herein and in the Agreement to
which this Waiver is ancillary, the parties agree as follows:


 


1.                                       Provided there has been no breach by
Employee of any of the terms of the Agreement to which this Waiver is
ancillary, the Company agrees to provide Employee with the severance as
described in Section 3(d) of the Agreement.  Employee acknowledges that he or she will
have no right to the foregoing severance benefits until the execution of this
Waiver has become final and irrevocable. 
Employee further agrees that the Company may withhold from the severance
payments any amounts owed by Employee to the Company.


 


2.                                       Employee, on behalf of Employee and
Employee’s heirs, executors, successors, and assigns, releases the Company and
its respective agents, employees, representatives, officers, trustees,
affiliates, subsidiaries, parents, and attorneys, and the successors and
assigns of each (collectively referred to as the “Released Parties”) from any
claim, counterclaim or other action, whether known or unknown, against the
Released Parties, that Employee has or may have including, without limitation,
any dispute relating to Employee’s employment with the Company or the
termination thereof, any dispute relating to the Company’s performance of its
obligations under the Agreement to which this Waiver is ancillary, and any
dispute arising under the Civil Rights Act of 1964 (as amended), the Age
Discrimination in Employment Act, the Americans with Disabilities Act, and any
comparable state or local law, regulation or ordinance arising prior to the
date of execution of this Waiver.


 


3.                                       In the event of any breach by Employee of
the terms of this Waiver or of the Agreement to which it is ancillary, Employee’s
right to receive any further payments or benefits under the Waiver and
Agreement shall immediately end.  Such
breach shall not relieve Employee of any of Employee’s obligations under the
Waiver and Agreement, however, and the cessation of any benefits on account of
a breach shall not limit the Company’s right to any other relief it may have as
a matter of law or equity.


 


4.                                       This Waiver shall not in any way be
construed as an admission by the Company or any other Released Party that it
has acted wrongfully with respect to Employee or any other


 





















 


person, entity or agency, or that Employee has
any rights whatsoever against the Company or any other Released Party.  The Company further specifically disclaims
and denies any liability to or wrongful acts against Employee or any other
person, entity or agency, on the part of itself, its employees, and its agents.


 


5.                                       This Agreement shall be binding upon
Employee’s heirs, administrators, representatives, successors and assigns, and
shall inure to the benefit of the Company and the other Released Parties, and
to their successors and assigns.


 


6.                                       Employee agrees to indemnify and hold
each and all of the Released Parties harmless from and against any loss, cost,
damage or expense (including, without limitation, attorneys’ fees) incurred by
the Released Parties as a result of any breach of this Waiver or the Agreement
to which it is ancillary by Employee.


 


7.                                       Employee and the Company agree that if
any portion of this Waiver is found to be unenforceable, then both Employee and
the Company desire that all other portions that can be separated from it or
appropriately limited in scope shall remain fully valid and enforceable.  Each party also agrees that, without
receiving further consideration, it will sign and deliver such documents and do
anything else necessary in the future to make the provisions of this Waiver
effective.


 


8.                                       Employee agrees that Employee’s
employment with the Company has ended as of the Termination Date and will not
resume at any point in the future. 
Employee accordingly agrees not to apply for re-employment with the
Company or any affiliate of the Company at any time following the Termination
Date.


 


9.                                       Employee, in executing this Waiver, is
not relying on any oral representation or statement by any employee, officer,
agent or representative of the Company regarding the subject matter, basis, or
effect of this Waiver, but rather, Employee acknowledges that this Waiver and
the Agreement to which it is ancillary contain the entire agreement between the
parties.


 


10.                                 Employee acknowledges that he or she has carefully read this Waiver, fully understands
its provisions and its final and binding effect, and that he or she is signing
this Waiver voluntarily.  Employee
further acknowledges that he or she has
been advised to consult with an attorney prior to executing this Waiver.


 


11.                                 Employee acknowledges that he or she has
had, or has had the opportunity to have, this Waiver in his or her possession for at least twenty-one (21)
days and has had this same period to consider whether to sign it.


 


Pursuant to the
terms of the Agreement, to be effective, this Waiver must be executed by
Employee after the Termination Date. 
This Waiver can be revoked only within the seven (7) day period
following the date of its execution. 
After the expiration of the seven (7) day revocation period, this
Waiver will become effective and legally binding in all respects.


 


Executed on this         
day of                       ,
20      .


 





















 


	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: Daniel
  Hartman

  
	
   

  	
   

  
	
   

  	
   

  
	
  Executed on this
           day of
                        ,
  20      .

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  deCODE genetics, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
					



 





















 


EXHIBIT B


 


EMPLOYEE
CONFIDENTIALITY, INVENTION ASSIGNMENT


AND
NON-COMPETE AGREEMENT


 


THIS EMPLOYEE
CONFIDENTIALITY, INVENTION ASSIGNMENT AND NON-COMPETE AGREEMENT (“Agreement”)
is made as                       ,
20    , between deCODE genetics, Inc. (the “Company”),
and Daniel Hartman.


 


In consideration of
the Employee’s employment or continued employment by the Company, with the
intention that this Agreement shall apply to the entire period of Employee’s
employment with the Company (including the period prior to the date of this
Agreement), the Employee hereby agrees as follows:


 


1.                                       CONFIDENTIAL INFORMATION DEFINED.  “Confidential Information” means trade
secrets, proprietary information, and confidential knowledge and information
which includes, but is not limited to, matters of a technical nature (such as
discoveries, ideas, concepts, designs, drawings, specifications, techniques,
models, diagrams, test data, scientific methods and know-how), and matters of a
business nature (such as the identity of customers and prospective customers,
the nature of work being done for or discussed with customers or prospective
customers, suppliers, marketing techniques and materials, marketing and
development plans, pricing or pricing policies, financial information, plans
for further development, and any other information of a similar nature not
available to the public).


 


2.                                       NON-DISCLOSURE OF CONFIDENTIAL
INFORMATION OF THE COMPANY.  Employee
acknowledges that, during the period of Employee’s employment with the Company,
Employee has had or will have access to Confidential Information of the
Company.  Therefore, Employee agrees that
both during and after the period of Employee’s employment with the Company,
Employee shall not, without the prior written approval of the Company, directly
or indirectly (a) reveal, report, publish, disclose or transfer any
Confidential Information the Company to any person or entity, or (b) use
any Confidential Information of the Company for any purpose or for the benefit
of any person or entity, except as may be necessary in the performance of
Employee’s work for the Company.


 


3.                                       NON-DISCLOSURE OF CONFIDENTIAL
INFORMATION OF PREVIOUS EMPLOYER AND OTHERS. 



 


(a)                                  Employee acknowledges that, during the
period of Employee’s employment with the Company, Employee may have had or will
have access to Confidential Information of third parties who have given the
Company the right to use such Confidential Information, subject to a
non-disclosure agreement between the Company and such third party.  Therefore, Employee agrees that both during
and after the period of Employee’s employment with the Company, Employee shall
not, without the prior written approval of the Company, directly or indirectly (i) reveal,
report, publish, disclose or transfer any Confidential Information of such
third parties to any person or entity, or (ii) use any Confidential
Information of such third parties for any purpose or for the benefit of any
person or entity, except as may be necessary in the performance of Employee’s
work for the Company.


 





















 


(b)                                 Employee
agrees that, during the period of
Employee’s employment with the Company, Employee shall not use
improperly or disclose any Confidential Information of any former employer or
any other party to whom Employee has an obligation of confidentially, nor bring
unto the premises of the Company any unpublished document or any property
belonging to any former employer or any other party to whom Employee has an
obligation of confidentiality, unless consented to in writing by such employer
or party.  Employee represents that
Employee has the right to enter into this Agreement, and that Employee’s
performance of all the terms of this Agreement and Employee’s duties as an
employee of the Company will not breach any confidential information agreement,
non-competition agreement or other agreement with any former employer of
Employee’s services, either as an employee, consultant, contractor or
independent contractor, or with any other party.  Employee represents that all materials
furnished or work performed by Employee will be wholly original and not copied,
in whole or in part, from any other work, and such materials or work will not
violate, conflict or infringe upon the rights, of any other person or entity.


 


4.                                       PROPERTY OF THE COMPANY.  Employee acknowledges and agrees that all
Confidential Information of the Company and all reports, drawings, blueprints,
data, notes, and other documents and records, whether printed, typed, handwritten,
videotaped, transmitted or transcribed on data files or on any other type of
media, made or compiled by Employee, or made available to Employee, during the
period of Employee’s employment with the Company (including the period prior to
the date of this Agreement) concerning the Company’s Confidential Information
are and shall remain the Company’s property and shall be delivered to the
Company within five (5) business days after the termination of such
employment with the Company or at any earlier time on request of the
Company.  Employee shall not retain
copies of such Confidential Information, documents and records.


 


5.                                       PROPRIETARY NOTICES.  Employee shall not, and shall not permit any
other person to, remove any proprietary or other legends or restrictive notices
contained in or included in any Confidential Information.


 


6.                                       INVENTIONS.


 


(a)                                  Employee shall promptly, from time to
time, fully inform and disclose to the Company in writing all inventions,
copyrightable material, designs, improvements and discoveries of any kind which
Employee now has made, conceived or developed (including prior to the date of
this Agreement), or which Employee may later make, conceive or develop, during
the period of Employee’s employment with the Company, which pertain to or
relate to the Company’s business or any of the work or businesses carried on by
the Company (“Inventions”).  This
covenant applies to all such Inventions, whether or not they are eligible for
patent, copyright, trademark, trade secret or other legal protection; and
whether or not they are conceived and/or developed by Employee alone or with
others; and whether or not they are conceived and/or developed during regular
working hours; and whether or not they are conceived and/or developed at the
Company’s facility or not.


 


(b)                                 All Inventions shall be the sole and
exclusive property of the Company, and shall be deemed part of the Confidential
Information of the Company for purposes of this Agreement,


 





















 


whether or not
fixed in a tangible medium of expression. 
Employee hereby assigns all Employee’s rights in all Inventions and in
all related patents, copyrights and trademarks, trade secrets and other
proprietary rights therein to the Company. 
Without limiting the foregoing, Employee agrees that any copyrightable
material shall be deemed to be “works made for hire” and that the Company shall
be deemed the author of such works under the United States Copyright Act,
provided that in the event and to the extent such works are determined not to
constitute “works made for hire”, Employee hereby irrevocably assigns and
transfers to the Company all right, title and interest in such works.


 


(c)                                  Employee shall assist and cooperate with
the Company, both during and after the period of Employee’s employment with the
Company, at the Company’s sole expense, to allow the Company to obtain,
maintain and enforce patent, copyright, trademark, trade secret and other legal
protection for the Inventions.  Employee
shall sign such documents, and do such things necessary, to obtain such
protection and to vest the Company with full and exclusive title in all
Inventions against infringement by others. 
Employee hereby appoints the Secretary of the Company as Employee’s
attorney-in-fact to execute documents on Employee’s behalf for this purpose.


 


(d)                                 Employee shall not be entitled to any
additional compensation for any and all Inventions made during the period of
Employee’s employment with the Company.


 


7.                                       COVENANT NOT TO COMPETE.  Employee and the Company agree that the
services rendered by the Employee are unique and irreplaceable, and that
competitive use and knowledge of any Confidential Information would
substantially and irreparably injure the Company’s business, prospects and good
will.  Employee and the Company also
agree that the Company’s business is global in nature due to the type of
products and/or services being provided. 
Therefore, Employee agrees that during the period of Employee’s
employment with the Company and for a period of twelve (12) months thereafter,
Employee shall not, directly or indirectly, through any other person, firm,
corporation or other entity (whether as an officer, director, employee,
partner, consultant, holder of equity or debt investment, lender or in any
other manner or capacity):


 


(a)                                  develop, sell, market, offer to sell
products and/or services anywhere in the world where the company focus is based
on population pharmacogenetics to select targets or identify a target
population for clinical study; or


 


(b)                                 engage in or participate in any business
conducted under any name that shall be the same as or similar to the name of
the Company or any trade name used by the Company.


 


Employee
acknowledges that the foregoing geographic, activity and time limitations
contained in this Section 7 are reasonable and properly required for the
adequate protection of the Company’s business. 
In the event that any such geographic, activity or time limitation is
deemed to be unreasonable by a court, Employee shall submit to the reduction of
either said activity or time limitation to such activity or period as the court
shall deem reasonable.  In the event that
Employee is in violation of the aforementioned restrictive covenant, then the
time limitation thereof shall be extended for a period of time equal to the
pendency of such proceedings, including appeals.


 





















 


8.                                       COVENANT NOT TO SOLICIT.  Employee agrees that, during the period of
Employee’s employment with the Company and for a period of two (2) years
thereafter, that Employee shall not, directly or indirectly, through any other
person, firm, corporation or other entity (whether as an officer, director,
employee, partner, consultant, holder of equity or debt investment, lender or
in any other manner or capacity):


 


(a)                                  solicit, induce, encourage or attempt to
induce or encourage any employee or consultant of the Company to terminate his
or her employment or consulting relationship with the Company, or to breach any
other obligation to the Company; or


 


(b)                                 solicit, interfere with, disrupt, alter
or attempt to disrupt or alter the relationship, contractual or otherwise,
between the Company and any other person including, without limitation, any
consultant, contractor, customer, potential customer, or supplier of the
Company.


 


Employee
acknowledges that the foregoing limitations contained in this Section 8
are reasonable and properly required for the adequate protection of the Company’s
business.  In the event that any such
limitation is deemed to be unreasonable by a court, Employee shall submit to
the reduction of either said activity or time limitation to such activity or
period as the court shall deem reasonable. 
In the event that Employee is in violation of the aforementioned
restrictive covenant, then the time limitation thereof shall be extended for a
period of time equal to the pendency of such proceedings, including appeals.


 


9.                                       REPRESENTATIONS.  Employee represents that Employee has the
right to enter into this Agreement, and that Employee’s performance of all the
terms of this Agreement and his duties as an employee of the Company will not
breach any confidential information agreement, non-competition agreement or
other agreement with any former employer of his services, either as an
employee, consultant, contractor or independent contractor, or with any other
party.  Employee represents that Employee
will not disclose to the Company any trade secrets or confidential or
proprietary information of any third party that are not generally available to
the public.


 


10.                                 DISCLOSURE OF THIS AGREEMENT.  Employee hereby authorizes the Company to
notify others, including but not limited to customers of the Company and any of
Employee’s future employers, of the terms of this Agreement and Employee’s
responsibilities under this Agreement.


 


11.                                 SPECIFIC PERFORMANCE.  Employee acknowledges that money damages
alone would not adequately compensate the Company in the event of a breach or
threatened breach by Employee of this Agreement, and that, in addition to all
other remedies available to the Company at law or in equity, the Company shall
be entitled to injunctive relief for the enforcement of its rights and to an
accounting of profits made during the period of such breach.


 


12.                                 NO RIGHTS GRANTED.  Employee understands that nothing in this
Agreement shall be deemed to constitute, by implication or otherwise, the grant
by the Company to the employee of any license or other right under any patent,
patent application or other intellectual property right or interest belonging
to the Company.


 





















 


13.                                 SEVERABILITY.


 


(a)                                  Each of the covenants provided in this
Agreement are separate and independent covenants.  If any provision of this Agreement shall be
determined to be invalid or unenforceable, the remainder of this Agreement
shall not be affected thereby and any such invalid or unenforceable provision
shall be reformed so as to be valid and enforceable to the fullest extent
permitted by law.


 


(b)                                 It is not a defense to the enforcement of
any provision of this Agreement that the Company has breached or failed to
perform any obligation or covenant hereunder or under any other agreement or
understanding between Employee and the Company.


 


14.                                 GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to conflict of law rules. 


 


15.                                 SUPERSEDES OTHER AGREEMENTS.  This Agreement contains the entire agreement
of the parties with respect to subject matter hereof and supersedes all
previous agreements and understandings between the parties with respect to its
subject matter.


 


16.                                 AMENDMENTS.  This Agreement may not be changed, modified,
released, discharged, abandoned or otherwise terminated in whole or in part
except by an instrument in writing, agreed to and signed by the Employee and a
duly authorized officer of the Company.


 


17.                                 ACKNOWLEDGEMENTS.  THE EMPLOYEE ACKNOWLEDGES THAT (i) THE
EMPLOYEE HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT; (ii) THE EMPLOYEE
HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS; (iii) THE EMPLOYEE HAS
RECEIVED A COPY OF THIS AGREEMENT, THE ORIGINAL OF WHICH WILL BE RETAINED IN
THE EMPLOYEE’S PERSONNEL FILE; AND (iv) THE EMPLOYEE’S OBLIGATIONS UNDER
THIS AGREEMENT SURVIVE THE TERMINATION OF THE EMPLOYEE’S EMPLOYMENT WITH THE
COMPANY FOR ANY REASON.


 


*
* *


 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first written above.


 


 


	
   

  	
  deCODE genetics, Inc.

  
	
   

  	
   

  
	
   

  	
  By (sign):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 





















 


	
  WITNESS OR ATTEST:

  	
  EMPLOYEE (sign):

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name: Daniel Hartman

  
	
   

  	
   

  
	
   

  	
  Address: