EXHIBIT 10.38
September 1, 1995
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Dear ▇▇▇▇:
As you are aware, the initial term (the "Initial Employment Term") of
your Employment Agreement dated September 7, 1990 (the "Employment Agreement")
with Applied Bioscience International Inc. ("APBI") is due to expire on
September 6, 1995. Originally, it was contemplated that subsequent to
September 6, 1995 your responsibilities and overall time commitment to APBI
would be greatly reduced as reflected in that certain letter agreement dated
April 30, 1993 (the "Extension Letter"). However, in light of the expanded role
you have been asked to undertake both in terms of strategic planning for APBI
ans as APBI's representative on the boards severl minority investments, APBI
would like to extend the Initial Employment Term of your Employment Agreement
through September 6, 1996 and otherwise amend your Employment Agreement and
the prior Extension Letter, as provided herein.
1. Terms of Continuing Employment
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Set forth below are the terms and conditions upon which we
agree to vary our respective rights, obligations and duties under
the Employment Agreement and the original Extension Letter and to
continue and extend the period of your employment with APBI.
A. Term, Employment and Duties.
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(i) The Initial Employment Term of your Employment
Agreement shall be extended through September 6,
1996 with such date being referred to as the
"Expiration Date" both for purposes of this letter
and the Extension Letter. Your employment will be
reviewed annually and upon the expiration of the
Initial Employment Term (or any renewal period)
your employment, as a Senior Vice President of
APBI and an officer of APBI Investor Relations,
Inc., may be extended for successive twelve-month
terms upon written approval of you and APBI. In
the event your employment is not extended as
provided above, then the terms and provisions of
the Extension Letter will immediately become
applicable with your continuing employment with
APBI during the Extension Period (as defined in
the Extension Letter) being governed by the terms
set forth therein.
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September 1, 1995
Page 2
(ii) During the remainder of the Initial Employment
Term you shall continue to render your full-time
executive services to APBI as a Senior Vice
President and as an officer of APBI Investor
Relations, Inc., subject to the direction of the
Chief Executive Officer of APBI. During such
term, your services will be performed primarily at
the offices of APBI Investor Relations, Inc.
located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or such other
location as you and APBI may mutually agree upon.
Also, consistent with the terms of your Employment
Agreement you will not be obligated to relocate
your current personal residence in connection with
the performance of your duties hereunder.
B.Compensation.
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(i) Your annual salary will be $180,000 effective as
of February 12, 1995. During the remainder of the
Initial Employment Term, your salary will be
subject to review and possible upward adjustment
by APBI's Employee Stock Plans and Compensation
Committee ("Compensation Committee") in accordance
with Section 3.1 of your Employment Agreement. In
addition to the salary and other benefits to be
paid or made available to you, during the Initial
Employment Term you shall be eligible to
participate in APBI's Economic Value Added
incentive compensation plan (the "EVA Plan") or
any successor plan. For fiscal year 1995 your
target incentive under the EVA Plan will be 40% of
your salary and thereafter during the Initial
Employment Term (and any renewal periods) your
target incentive shall be set by the Board or the
Compensation Committee.
(ii) Your salary during the Extension Period and the
Company's policy with respect to expense
reimbursement during such period shall continue to
be governed by the terms of the Extension Letter.
C. Effect
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Except as otherwise amended, varied or supplemented hereby
(whether expressly or by implication), the terms of the
Employment Agreement and the Extension Letter shall continue to
govern the terms of your employment with APBI. For the avoidance
of doubt, you acknowledge that, notwithstanding any contrary
provisions of the Employment Agreement, your sole claims to
compensation and your duties and responsibilities after the
Expiration Date shall be as set forth in the Extension Letter,
provided, however, that the provisions of Sections 5.1, 5.2, 5.5
and 5.12 of the Employment Agreement shall remain in full force
and effect during the Extension Period. The provisions included
herein shall in no way limit any rights that you may have under
the Employment Agreement during the Initial Employment Term or
under that certain severance agreement dated December 1, 1987, as
amended (the "Severance Agreement"), provided, however, that
subsequent to September 6, 1995, you shall be ineligible to
receive benefits under the Severance Agreement for any event
occurring after September 6, 1995.
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September 1, 1995
Page 3
2. Governing Law
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Any dispute arising hereunder or regarding interpretation of
any provision hereof shall be governed by the laws of the State
of New Jersey.
3. Notice
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Any notice given to either party hereunder shall be given in
writing delivered in person or by registered mail addressed to
the Board of Directors of APBI at the then principal office of
APBI or to you at the address above stated, as the case may be.
If the foregoing reflects our understanding of the agreed terms
of amendment and extension of your employment with APBI, please
indicate your acceptance of such terms by endorsing and returning
to me the enclosed copy of this letter.
Very truly yours,
APPLIED BIOSCIENCE INTERNATIONAL INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President/Chief
Financial Officer
ACCEPTED AND AGREED
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Dated: 9-14-95