PARADIGM GENETICS INC
EMPLOYMENT AGREEMENT W/J. BARRY BUZOGANY
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>12
<FILENAME>dex1044.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT W/J. BARRY BUZOGANY
<TEXT>
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                                                                   EXHIBIT 10.44

                             PARADIGM GENETICS, INC.

                              EMPLOYMENT AGREEMENT

                                       FOR

                                 BARRY BUZOGANY

                                    EXHIBIT A

      This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 8th day
of November, 2002, by and between Barry Buzogany ("Executive") and PARADIGM
GENETICS, INC. ("Company").

      WHEREAS, the Company desires to compensate Executive for his personal
services to the Company; and

      WHEREAS, Executive wishes to be employed by the Company and provide
personal services to the Company in return for certain compensation.

      NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree to the following:

1.    EMPLOYMENT BY THE COMPANY.

1.1   Effective Date and Term. The effective date of this Agreement shall be
      November 8, 2002 ("Effective Date"). The employee is employed on an "at
      will" basis, except as expressly modified in the Employment Agreement.
      Employee's salary and performance will be reviewed at least annually for
      compensation changes.

1.2   Position. Subject to terms set forth herein, the Company agrees to employ
      Executive in the position of Vice President, General Counsel, and
      Secretary and Executive hereby accepts such employment. Executive's
      principal place of employment during the entire period of this Agreement
      shall be Raleigh/Durham, North Carolina. During the term of his employment
      with the Company, Executive will devote his best efforts and all of his
      business time and attention (except for vacation periods as set forth
      herein and reasonable periods of illness or other incapacities permitted
      by the Company's general employment policies) to the business of the
      Company.

1.3   Duties. Executive shall be proposed to the Board to be an officer of the
      Company, and serve in an executive capacity. He shall have such duties,
      responsibilities, and authority as are customarily associated with his
      then current title and as assigned to Executive by

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      the Chief Executive Officer. The Chief Executive Officer has the right to
      assign and change Executive's duties at any time.

1.4   Other Employment Policies. The employment relationship between the parties
      shall also be governed by the general employment policies and practices of
      the Company, including those relating to protection of confidential
      information and assignment of inventions.

2.    COMPENSATION.

2.1   Salary. Executive shall receive for services an annualized base salary of
      $200,000 subject to standard federal and state withholding requirements,
      payable in accordance with the Company's standard payroll practices.

2.2   Stock Options. Subject to the approval of the Company's Board of Directors
      ("Board"), the Company shall grant Executive an option ("Option") to
      purchase 100,000 shares of the Company's common stock under the Company's
      2000 Stock Option Plan at a strike price determined by the closing price
      the last business day before your first day of employment. More
      information concerning the Stock Option Plan will be provided to Executive
      shortly after he begins work. This grant will consist of incentive stock
      options. The Option shall vest according to the vesting schedule set forth
      in the governing grant notice, which shall provide that the shares subject
      to the Option will vest over a four-year period, with twenty-five percent
      (25%) of the shares subject to the Option vesting upon the Executives date
      of hire, and another (25%) after Executive successfully completes one year
      of continuous service with Paradigm, and one-forty-eighth (1/48thth) of
      the shares subject to the Option vesting for each month of Executive's
      continuous service thereafter. Executive agrees to execute Paradigm's
      standard form of stock option agreement.

2.3   Performance Bonus. Executive shall be eligible to participate in the 2003
      Leadership Incentive Plan (LIP) designed to payout at 35 percent (at
      target) of his base salary (subject to standard federal and state
      withholding requirements) based on meeting his individual performance
      goals and Paradigm meeting its corporate goals. The current terms and
      conditions of this incentive opportunity are set forth in the attached
      2002 Leadership Incentive Plan (LIP) [Exhibit B], for his reference.
      Payment of the bonus shall be subject to the satisfaction of mutually
      agreed upon performance goals, and within a reasonable period of time
      following the execution of this Agreement, the parties shall set forth
      those goals in a separate written document. The Company's Board of
      Directors, in its sole discretion, shall determine the extent to which
      Executive has achieved the performance goals upon which Executive's bonus
      is based. As part of a yearly review of performance, Executive will be
      eligible for a change in salary, bonus and stock options based on
      performance, as determined by the Company's Board of Directors.

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2.4   Relocation Allowance. The Company shall pay Executive an allowance for
      relocation of principal residence to the greater Raleigh/ Durham, North
      Carolina metropolitan area pursuant to a relocation package as specified
      in the enclosed "Relocation and Moving Policy Tier III", but not to exceed
      $50,000. (Attached Exhibit D) If Executive voluntarily terminates his
      employment with the Company within 12 months, Executive must repay all
      appropriate out-of-pocket expenses incurred by the Company regarding his
      relocation package. This will be deducted from the Executive's final pay,
      and the remaining amount due the Company must be paid within 60 days of
      termination.

2.5   Standard Company Benefits. Executive shall be entitled to all rights and
      benefits for which he is eligible under the terms and conditions of the
      standard Company benefits and compensation practices which may be in
      effect from time to time and provided by the Company to its employees
      generally.

2.6   Expense Reimbursement. The Company will reimburse Executive for reasonable
      business expenses in accordance with the Company's standard travel and
      expense reimbursement policy.

3.    PROPRIETARY INFORMATION, INVENTIONS AND NON-COMPETITION OBLIGATIONS.

3.1   Agreement. Executive agrees to execute and abide by the Proprietary
      Information, Inventions, Non-Competition, and Non-Solicitation Agreement
      attached hereto as Exhibit E.

4.    OUTSIDE ACTIVITIES.

4.1   Other Employment/Enterprise. Except with the prior written consent of the
      Board, Executive will not, while employed by the Company, undertake or
      engage in any other employment, occupation or business enterprise, other
      than ones in which Executive is a passive investor. Executive has advised
      Paradigm of a non-conflicting prior commitment during December 2002 for an
      arbitration proceeding. Executive may engage in civic and not-for-profit
      activities so long as such activities do not materially interfere with the
      performance of his duties hereunder.

4.2   Conflicting Interests. Except as permitted by Section 4.3, while employed
      by the Company, Executive agrees not to acquire, assume or participate in,
      directly or indirectly, any position, investment or interest known by him
      to be adverse or antagonistic to the Company, its business or prospects,
      financial or otherwise.

4.3   Competing Enterprises. While employed by the Company, except on behalf of
      the Company, Executive will not directly or indirectly, whether as an
      employee, officer, director, stockholder, partner, proprietor, associate,
      representative, consultant, or in any capacity whatsoever engage in,
      become financially interested in, be employed by or have

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      any business connection with any other person, corporation, firm,
      partnership or other entity whatsoever which compete directly with the
      Company, throughout the world, in any line of business engaged in (or
      planned to be engaged in) by the Company; provided, however, that anything
      above to the contrary notwithstanding, he may own, as a passive investor,
      securities of any competitor corporation, so long as his direct holdings
      in any one such entity shall not in the aggregate constitute more than 1%
      of the voting stock of such corporation.

5.    FORMER EMPLOYMENT.

5.1   No Conflict With Existing Obligations. Executive represents that his
      performance of all the terms of this Agreement and as an employee of
      Paradigm does not and will not breach any agreement or obligation of any
      kind made prior to his employment by Paradigm, including agreements or
      obligations he may have with prior employers or entities for which he has
      provided services. Executive has not entered into, and agrees he will not
      enter into, any agreement or obligation either written or oral in conflict
      herewith.

5.2   No Disclosure of Confidential Information. If, in spite of the second
      sentence in Section 5.1, Executive should find that confidential
      information belonging to any former employer might be usable in connection
      with Paradigm's business, Executive will not intentionally disclose to
      Paradigm or use on behalf of Paradigm any confidential information
      belonging to any of Executive's former employers (except in accordance
      with agreements between Paradigm and any such former employer); but during
      Executive's employment by Paradigm, he will use in the performance of his
      duties all information which is generally known and used by persons with
      training and experience comparable to his own and all information which is
      common knowledge in the industry or otherwise legally in the public
      domain.

6.    TERMINATION OF EMPLOYMENT. The parties acknowledge that Executive's
      employment with Paradigm is at-will, except as expressly modified in the
      Employment Agreement. The provisions of Sections 6.1 through 6.6 govern
      the amount of compensation, if any, to be provided to Executive upon
      termination of employment and do not alter this at-will (as modified)
      status.

6.1   Termination Without Cause. The Chief Executive Officer and Compensation
      Committee of the Board shall have the right to terminate Executive's
      employment with the Company at any time without Cause by giving notice as
      described in Section 6.6 of this Agreement.

      a)   In the event Executive's employment is terminated by the Company
           without Cause or for a reason other than Executive's death,
           disability or cessation of the Company's business pursuant to Section
           6.5 below, Paradigm will continue to pay Executive his salary at the
           date of termination (less applicable

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           deductions and withholdings), and provide his healthcare benefits in
           effect on the date of his termination through reimbursement of COBRA
           expense (less applicable employee premium sharing amounts) for a
           maximum time period of up to twelve (12) months following the
           Executive's final date of employment, or the date comparable benefits
           are secured through new employer, whichever comes first. These
           payments will only be made if: 1) Executive executes a general
           release of all claims against Paradigm, including but not limited to
           language waiving any all claims Executive has or has had against
           Paradigm or relating to any event or claim occurring prior to the
           date of the release, any state law claims and claims under federal
           employment law statutes, or any claims relating to his employment by
           or separation from Paradigm and language including a confidentiality
           and non-disparagement provision with language acceptable to the
           Company no later than twenty-one (21) days after the date of
           termination (or within 45 days of the date of termination if the
           separation is subject to the Older Workers Benefit Protection Act;
           the parties agree that the determination of whether this Act applies
           will be made solely by Paradigm).

           Unless Executive's employment is terminated by death, disability or
           cessation of business under Section 6.5, or for cause, Executive will
           receive an additional 25% for a total of 50% vesting of his stock
           options under Section 2.2 above if terminated other than for cause in
           less than one year from the date of hire.

      b)   Executive shall not receive severance pay or continuation of benefits
           unless and until the above-referenced release of all claims becomes
           effective, and can no longer be revoked under its terms.

      c)   If the Company is acquired or a change of control of ownership with
           respect to the Company (as defined below) occurs at anytime during
           the twelve (12) month severance period, described above, all amounts
           of salary and the cash equivalent of the cost of COBRA expense (to
           provide benefits continuation) for the remainder of the twelve (12)
           month period shall be due and payable to Executive in full, effective
           upon the closing date of the acquisition or change of control.

      d)   If Paradigm is acquired or a change of control of ownership with
           respect to Paradigm (as defined below) occurs, Paradigm will increase
           two-fold the amount of stock options otherwise vested up to 100%, and
           all such options shall become fully vested upon the effective date of
           the acquisition or change of control. . If redundancy occurs within
           twelve (12) months of the closing after change of control, Executive
           is entitled to a full twelve (12) months of severance pay and health
           and dental benefits under COBRA on a non-contingent basis.

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           "Change of Control" means the occurrence of any of the following
           events: (a) Ownership. Any "Person" (as such term is used in Sections
           13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
           becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said
           Act), directly or indirectly, of securities of Paradigm representing
           50% or more of the total voting power represented by Paradigm's then
           outstanding voting securities (excluding for this purpose Paradigm or
           its Affiliates or any employee benefit plan of Paradigm) pursuant to
           a transaction or a series of related transactions which the Board of
           Directors does not approve; or (b) Merger/Sale of Assets. A merger or
           consolidation of Paradigm whether or not approved by the Board of
           Directors, other than a merger or consolidation which would result in
           the voting securities of Paradigm outstanding immediately prior
           thereto continuing to represent (either by remaining outstanding or
           by being converted into voting securities of the surviving entity or
           the parent of such corporation) at least 80% of the total voting
           power represented by the voting securities of Paradigm or such
           surviving entity or parent of such corporation outstanding
           immediately after such merger or consolidation, or the stockholders
           of Paradigm approve an agreement for the sale or disposition by
           Paradigm of all or substantially all of Paradigm's assets.

6.2   Termination for Cause.

      (a)  The Chief Executive Officer and the Compensation Committee of the
           Board shall have the right to terminate Executive's employment with
           the Company at any time for Cause by giving notice as described in
           Section 6.6 of this Agreement.

      (b)  "Cause" for termination shall mean: (1) conviction of, or pleading
           guilty or nolo contendere to, a felony or other crime involving
           theft, fraud or moral turpitude; (2) drug or alcohol abuse; (3)
           Executive's material breach of this Agreement, including
           unsatisfactory job performance; (4) Executive's refusal to abide by
           or comply with the directives of the Board; (5) Executive's
           dishonesty, fraud, or misconduct with respect to the business affairs
           of the Company, including, without limitation, fraud,
           misappropriation or embezzlement; (6) intentional damage of any
           property worth in excess of $1,000 of the Company; (7) conduct by
           Executive which demonstrates gross unfitness to serve or (8) any
           violation of Paradigm rules or policies for which termination is the
           normal discipline based on policy or past practice

      (c)  If the Chief Executive Officer and Compensation Committee of the
           Board of Paradigm believe Executive is guilty of poor job performance
           referenced above in Section 6.2 (b)(3) that could lead to
           termination, Executive shall be provided sixty (60) days notice of
           possible termination and the opportunity to cure the stated
           deficiencies. This 60-day period will only apply to poor job
           performance under Section 6.2 (b) (3).

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      (d)  In the event Executive's employment is terminated at any time with
           Cause, he will not receive severance pay, accelerated vesting of
           stock options, or any other compensation or benefits as the result of
           his termination.

6.3   Voluntary or Mutual Termination.

      (a)  Executive may voluntarily terminate his employment with the Company
           at any time by giving notice as described in Section 6.6.

      (b)  In the event Executive voluntarily terminates his employment, he will
           not receive severance pay, accelerated vesting of stock options, or
           any other compensation or benefits as the result of his termination.

6.4   Termination for Inability to Regularly Perform Duties.

      (a)  The Company's Chief Executive Officer may terminate Executive in the
           event of any illness, disability or other physical or mental
           incapacity in such a manner that Executive is physically rendered
           unable regularly to perform the essential functions of his job duties
           hereunder, with or without reasonable accommodation, as validated by
           certified physician. This paragraph 6.4 is not intended to supplant
           or waive any rights Executive may otherwise have to claim benefits,
           financial or otherwise, for illness, disability or incapacity under
           any federal, state or local law, or any company policy.

      (b)  The Company's Chief Executive Officer shall make the determination
           regarding whether Executive is unable regularly to perform his duties
           as described in subsection (a) above.

      (c)  In the event Executive's employment is terminated at any time for
           inability to regularly perform duties as described in subsection (a)
           above, he will not receive severance pay, accelerated vesting of
           stock options, or any other compensation or benefits as the result of
           his termination.

6.5   Dissolution, Liquidation or Insolvency of the Company. Notwithstanding the
      above, in the event Executive's employment is terminated by the Company in
      connection with or as a result of the liquidation, dissolution, insolvency
      or other winding up of the affairs of the Company without the
      establishment of a successor entity to the Company, the Company shall have
      no obligation to provide severance or further financial consideration to
      Executive, including a performance bonus, except for any reasonable
      expense reimbursements or base salary that Executive has accrued and
      earned at the time of such termination.

6.6   Notice: Effective Date of Termination. Termination of Executive's
      employment

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      pursuant to this Agreement shall be effective:

      a)   immediately after Executive, for any reason, gives written notice to
           the Company's Chief Executive Officer of his termination, unless an
           effective date is otherwise mutually agreed upon, or

      b)   immediately upon the Company's Chief Executive Officer giving written
           notice to Executive of his termination for Cause, without Cause or as
           a result of an event listed in Section 6.4 or 6.5 above, unless an
           effective date is otherwise established by the CEO.

6.7   Non-Solicitation Provision. To be further discussed in good faith within
      thirty (30) days of start date.

      In further consideration of his employment with Paradigm, Executive for
      the duration of his employment with Paradigm and for the longer of twelve
      (12) months after the separation of his employment with the Company for
      any reason, whether Executive's resignation or termination by Paradigm, or
      any period for which he is receiving severance payments from Paradigm
      under the terms of Section 6.1 (a) of this Agreement, he shall not recruit
      or encourage employees of Paradigm to leave Paradigm or to be hired by any
      company or business with which he affiliated or allow any such company or
      business, to the extent it is in his control, to engage in any activity
      which, were it done by him, would violate any provision of this Section
      6.7; provided, however, that Paradigm acknowledges and agrees that a
      company or business with which Executive is affiliated may employee or
      engage Paradigm employees that have left Paradigm, so long as the company
      or business did not recruit or encourage the Paradigm employee to leave
      Paradigm. It is understood that discussions, whether occurring before or
      after the date of this Agreement, resulting from general employment
      advertisements or initiated by Paradigm employees, do not constitute
      recruitment or encouragement to leave.

7.    GENERAL PROVISIONS.

7.1.  Notices. Any notices provided hereunder must be in writing and shall be
      deemed effective upon the earlier of personal delivery (including personal
      delivery by hand, telecopier, or telex) or the third day after mailing by
      first class mail, to the Company at its primary office location and to
      Executive at his address as listed on the Company payroll.

7.2   Severability. Whenever possible, each provision of this Agreement will be
      interpreted in such manner as to be effective and valid under applicable
      law, but if any provision of this Agreement is held to be invalid, illegal
      or unenforceable in any respect under any applicable law or rule in any
      jurisdiction, such invalidity, illegality or unenforceability will not
      affect any other provision or any other jurisdiction, but this Agreement
      will be reformed, construed and enforced in such jurisdiction as if such
      invalid, illegal or unenforceable provisions had never been contained
      herein.

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7.3   Waiver. If either party should waive any breach of any provisions of this
      Agreement, he or it shall not thereby be deemed to have waived any
      preceding or succeeding breach of the same or any other provision of this
      Agreement.

7.4   Complete Agreement. This Agreement and its Exhibits A - E constitute the
      entire agreement between Executive and the Company. This Agreement is the
      complete, final and exclusive embodiment of their agreement with regard to
      this subject matter and supercedes any prior oral discussions or written
      communications and agreements. This Agreement is entered into without
      reliance on any promise or representation other than those expressly
      contained herein, and it cannot be modified or amended except in writing
      signed by the President and Chief Executive Officer of the Company.

7.5   Counterparts. This Agreement may be executed in separate counterparts, any
      one of which need not contain signatures of more than one party, but all
      of which taken together will constitute one and the same Agreement.

7.6   Headings. The headings of the sections hereof are inserted for convenience
      only and shall not be deemed to constitute a part hereof nor to affect the
      meaning thereof.

7.7   Successors and Assigns. This Agreement is intended to bind and inure to
      the benefit of and be enforceable by Executive and the Company, and their
      respective successors, assigns, heirs, executors and administrators,
      except that Executive may not assign any of his duties hereunder and he
      may not assign any of his rights hereunder without the written consent of
      the Company, which shall not be withheld unreasonably.

7.8   Choice of Law. All questions concerning the construction, validity and
      interpretation of this Agreement will be governed by the law of the State
      of North Carolina. Executive expressly consents to the jurisdiction of the
      state and federal courts for Durham County, North Carolina, for all
      actions arising out of or relating to this Agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first below written.

                            Paradigm Genetics, Inc.

      By: /s/ James D. Bucci                   Date:           11/12/02
          --------------------------                ----------------------------
           For Paradigm Genetics, Inc.

Accepted and agreed this 12th day of November, 2002.

         /s/ J. Barry Buzogany
------------------------------------------
           Barry Buzogany

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