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EX-10.1 2 dex101.htm EMPLOYMENT OFFER LETTER Employment Offer Letter

Exhibit 10.1

 

  

GenMark Diagnostics, Inc.

5964 La Place Court

Carlsbad, CA 92008

  

Tel ###-###-####

Fax ###-###-####

www.genmarkdx.com

March 11, 2011

Paul Ross

308 Camino Mira Monte

San Clemente, CA 92673

Dear Paul:

Clinical Micro Sensors, Inc. d.b.a. GenMark Diagnostics, Inc. (“GenMark Dx”) is pleased to offer you employment in the position of Chief Financial Officer with a start date of April 4, 2011.

Your annual gross salary will be $240,000.00 to be paid on a bi-weekly basis in keeping with GenMark Dx’s standard payroll practices and procedures. In addition, you will be eligible to participate in the GenMark Dx performance incentive bonus program with a potential variable earning opportunity of 50% of your base salary.

We are also pleased to inform you that you will be granted 52,500 GenMark Diagnostics, Inc. stock options and 33,741 shares of restricted stock subject to board approval and blackout windows. The shares will be granted at the closing price on the date of grant and the vesting anniversary will be your first day of employment. Your stock options and restricted stock will accelerate vesting in the event of a change of control.

Additionally, you will be provided a severance provision of six months’ salary plus bonus consideration if you are terminated by the Company for any reason other than cause. Following your start date, an Employment Agreement will be created for you to further detail the terms set forth in this offer letter.

You will also be entitled to participate in the benefit plans offered by GenMark Dx, subject to the eligibility requirements, terms and conditions of those plans. The benefits offered at this time include 15 days vacation pay, holiday pay, life insurance, health insurance, disability insurance and a 401k plan, in accordance with GenMark Dx policies and subject to the company’s right to modify, add, and delete any benefit plan.

You understand and agree that during your employment you are required to comply with GenMark Dx’s policies and procedures.

In making you this offer, we relied on your representation that you are not bound by any non-compete or non-solicitation provision that would prevent or restrict you from carrying out your job responsibilities for GenMark Dx. You also promise and represent that you will not bring with you to Genmark Dx, or use while employed by the Company, any confidential or trade secret information of a previous employer.


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Ross Offer

Page 2

 

In addition, as a condition of accepting this offer, you are also agreeing that you have reviewed and signed the enclosed Confidentiality and Non-Disclosure Agreement.

Employment with GenMark Dx is “employment at will.” This means that your employment is not for a designated period of time and that either you or GenMark Dx can terminate the employment at any time, with or without cause. The at-will nature of this employment relationship can not be changed except by an express written agreement signed by the Chairman of GenMark Dx. The other terms of this offer of employment may not be amended without an express written agreement signed by both parties.

This job offer is also contingent upon successful completion of a post offer background check.

Please sign the acceptance below and sign the enclosed Confidentiality and Non-Disclosure Agreement to formally accept this offer of employment.

Congratulations and we look forward to welcoming you to the GenMark Dx team during this very exciting phase of our company’s transformation!

Sincerely,

/s/ Jennifer Williams

Jennifer Williams

SVP Global Operations

By accepting, I agree to all terms of this offer and the Confidentiality and Non-Disclosure Agreement.

 

/s/ Paul Ross   March 11, 2011
Paul Ross   Date