EXHIBIT 10.5

 

September19, 2001

 

WilliamMurray

1120N. Elmwood Avenue

OakPark, IL  60302

 

Re:          Retention Plan

 

DearBill:

 

                As you may be aware the BP 13D filingindicates that multiple options for the divestiture of BP’s holdings in Vysiswill be reviewed. Such options may include a merger or sale of thebusiness.  Therefore, in order to helpencourage your continued focused attention on the on-going success of Vysis,Inc (“Vysis”) and its affiliates (“the Company”) and to encourage you to remainemployed by the Company during a potential period of transition which mayresult in a change in control of Vysis, the Board of Directors of Vysis hasauthorized the establishment of a Retention Plan which will include payment toyou of a “Retention Bonus”.  This RetentionBonus will be payable in the event a Change in Control (as defined below)occurs and if certain other minimal terms and conditions are met.  The following describes your Retention BonusPlan and the terms and conditions relating to the Retention Bonus payment:

 

                1.             Ifyou satisfy the terms and conditions described below, the Company will pay youa Retention Bonus in an amountequal to 6 (six) months of your annual base salary (not including any bonus orincentive payments or other types of compensation whatsoever) in effectimmediately prior to the closing date of a Change in Control, as defined in theVysis, Inc. Severance Program adopted by Vysis, Inc. on August 17, 2001 (the“Transaction Closing Date”).

 

                2.             Inorder to receive payment of the Retention Bonus, you must remain employed bythe Company for ninety (90) days after the Transaction Closing Date (the“Payment Date”); provided, however, that if your employment is terminated (i)by the Company for reasons other than Cause or (ii) by death or disability,after the Transaction Closing Date but before the Payment Date, you willnonetheless receive payment of the Retention Bonus.  For this purpose, the term “Cause” shall mean any of thefollowing:  (A) you have engaged inwillful conduct involving misappropriation, dishonesty, or serious moralturpitude which is demonstrably and materially injurious to the Company or (B)you are convicted of a felony.

 

                3.             TheRetention Bonus shall be paid to you on the Payment Date, provided that youremain employed on that date.  If youremployment is terminated by the Company before the Payment Date for reasons ofdeath or disability or for reasons other than Cause, the Retention Bonus shallbe paid to you on the day your employment is terminated.

 

                4.             TheRetention Bonus will be subject to such deductions as may be required to bemade pursuant to law, government regulations or order or by agreement with you.

                5.             If you find it necessary to bringany legal action for the enforcement of this agreement, or because of analleged dispute, breach or default in connection with any of the provisions ofthis agreement, and if you are the prevailing party in such action, Vysis shallreimburse you for your reasonable attorneys' fees and any other costs that youincur in connection with such action. Any payments pursuant to this paragraph 5 shall be in addition to anyother relief to which you may be entitled as a result of such action.

 

                6.             Theparties hereto agree to maintain the existence of this Agreement and the termsthereof confidential and shall not disclose them to any third parties (otherthan Vysis management officials and administrative personnel necessary toeffectuate the terms of this Agreement and/or counsel for the parties, theirrespective tax advisors and accountants and Employee’s immediate family),except as required by law.

 

                7.             TheCompany’s obligations under this Agreement shall be governed by the laws of theState of Illinois.  If a Change ofControl has not occurred by August 17, 2002, this Agreement shall automaticallyterminate as of such date.

 

                If you have any questions regarding the foregoing, please contact BillMurray.

 
|   | Sincerely,                         |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | **/**s/ John L. Bishop             |
|   |                               |
|   | John  L. Bishop

President and CEO |

 

JLB/ld

 

 

 
| Agreed:                              | /s/ William  Murray |
|--------------------------------------|---------------------|
|                                 |
|                                 |
| Employee  Name:  William Murray |
|                                 |
| Date:  September 20, 2001       |