GEN PROBE INC
EXHIBIT 10.48
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>6
<FILENAME>a88375orexv10w48.txt
<DESCRIPTION>EXHIBIT 10.48
<TEXT>
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                                                                   EXHIBIT 10.48


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of November 12,
2002 (the "Effective Date") by and between Gen-Probe Incorporated, a Delaware
corporation with offices at 10210 Genetic Center Drive, San Diego, California
92121 ("Gen-Probe"), and [NAME] (the "Executive").

         WHEREAS, the Executive is currently employed as an officer of
Gen-Probe;

         WHEREAS, prior to September 15, 2002, Gen-Probe was a wholly-owned
subsidiary of Chugai Pharmaceutical Co., Ltd.;

         WHEREAS, Chugai distributed its Gen-Probe shareholdings to its
shareholders in a "spin off" transaction on September 15, 2002; and

         WHEREAS, the Board of Directors of Gen-Probe (the "Board"), having
considered the proposed spin-off transaction and other circumstances, deems it
in the best interest of Gen-Probe to offer this Agreement to the Executive and
the Executive desires to enter into this Agreement.

         ACCORDINGLY, the parties hereto agree as follows:

1.       TERM OF EMPLOYMENT. This Agreement shall be immediately effective. This
         Agreement, and Executive's employment hereunder, shall be for an
         indefinite term. At any time during the term of this Agreement, either
         party may terminate this Agreement, and Executive's employment, in
         accordance with the provision of Sections 6 and 7 of this Agreement.

2.       POSITION AND DUTIES. The Executive shall serve as [TITLE] of Gen-Probe,
         and shall have commensurate responsibilities and authority. The Board
         of Directors may from time to time particularly specify the Executive's
         duties and authority. The Executive shall not engage in or perform
         duties for any other persons or entities that interfere with the
         performance of his duties hereunder. Any outside board of director
         positions held by the Executive will be subject to approval by the
         Board of Directors of Gen-Probe.


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3.       SALARY, BONUS AND BENEFITS.

         (a)  SALARY. During the period of the Executive's employment, Gen-Probe
              shall pay him an annual base salary at the rate the Executive is
              being paid as of the Effective Date. This base salary may be
              adjusted annually by the Board, subject to the terms of this
              Agreement and consistent with the Executive's performance and
              Gen-Probe's policy regarding adjustments in officer compensation
              established from time to time by the Board.

         (b)  BONUS. In addition, at the Board's discretion, the Executive may
              be awarded incentive compensation, in the form of a cash bonus for
              each fiscal year during his employment, based upon performance.

         (c)  BENEFITS. The Executive shall be entitled to participate in the
              employee benefit programs (including but not limited to medical,
              dental, life and disability insurance, 401K retirement plan, and
              vacation program), which may be adopted and maintained by
              Gen-Probe. The Executive may receive such other and additional
              benefits as the Board may determine from time to time in its sole
              discretion.

4.       EXPENSE REIMBURSEMENT. The Executive shall be entitled to receive
         prompt reimbursement for all reasonable and customary expenses incurred
         by him in performing services hereunder, including all expenses of
         travel and living expenses while away from home on business or at the
         request of, and in the service of Gen-Probe; provided, that such
         expenses are incurred and accounted for in accordance with the policies
         and procedures established by Gen-Probe.

5.       INDEMNIFICATION. Gen-Probe shall indemnify the Executive to the maximum
         extent permitted by law and by the by-laws of Gen-Probe if the
         Executive is made a party, or threatened to be made a party, to any
         threatened or pending legal action, suit or proceeding, whether civil,
         criminal, administrative or investigative, by reason of the fact that
         the Executive is or was an officer, director or employee of Gen-Probe
         or any subsidiary or affiliate thereof, in which capacity the Executive
         is or was serving at Gen-Probe's request, against reasonable expenses
         (including reasonable attorneys' fees), judgments, fines and settlement
         payments incurred by him in connection with such action, suit or
         proceeding.

6.       TERMINATION. The Executive may terminate his employment hereunder at
         any time, with or without Good Reason (as defined below) upon written
         notice to Gen-Probe. If Executive contends that Good Reason exists for
         his termination, such notice shall specifically and expressly state the
         grounds which he contends constitute Good Reason. Gen-Probe may
         terminate the Executive's employment hereunder at any time, subject to
         the terms of this Agreement, with or without Cause (as defined below)
         upon written notice to the Executive. If this Agreement is terminated,
         all compensation and benefits other than severance benefits




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         described in Section 7 below, to the extent applicable, shall
         immediately cease, except that the Executive will be entitled, through
         the date of termination, to payment of his salary and benefits under
         Gen-Probe benefit programs and plans in accordance with their terms.

         As used in this Agreement, "Good Reason" shall mean any of the
         following events that are not consented to by the Executive: (i) a
         substantial and material diminution in the Executive's duties and
         responsibilities hereunder; (ii) the location of the Executive's
         assignment on behalf of Gen-Probe is moved to a location more than 30
         miles from its present location; (iii) a reduction of more than ten
         percent (10%) in the Executive's base salary or in the Executive's
         benefits received from Gen-Probe; (iv) the failure of Gen-Probe to
         obtain a satisfactory agreement from any other successor to Gen-Probe
         to assume and agree to perform this Agreement; or (iv) a material
         breach by Gen-Probe of its obligations under this Agreement after
         notice in writing from the Executive and a reasonable opportunity for
         Gen-Probe to cure or substantially mitigate any material adverse effect
         of such breach. The Executive's consent to any event which would
         otherwise constitute Good Reason shall be conclusively presumed if the
         Executive does not exercise his rights to terminate this Agreement for
         Good Reason under this section within ninety (90) days of notice of the
         event.

         As used in this Agreement, "Cause" shall mean any of the following
         events: (i) any act of gross or willful misconduct, fraud,
         misappropriation, dishonesty, embezzlement or similar conduct on the
         part of Executive; (ii) the Executive's conviction of a felony or any
         crime involving moral turpitude (which conviction, due to the passage
         of time or otherwise, is not subject to further appeal); (iii) the
         Executive's misuse or abuse of alcohol, drugs or controlled substances
         and failure to seek and comply with appropriate treatment; (iv) willful
         and continued failure by the Executive to substantially perform his
         duties under this Agreement (other than any failure resulting from
         disability or from termination by the Executive for Good Reason) as
         determined by a majority of the Board after written demand from the
         Board of Directors for substantial performance is delivered to the
         Executive, and the Executive fails to resume substantial performance of
         his duties on a continuous basis within 30 days of such notice; (vi)
         the death of the Executive; or (vii) the Executive becoming disabled
         such that he is not able to perform his usual duties for Gen-Probe for
         a period in excess of six (6) consecutive calendar months.



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7.       SEVERANCE BENEFITS IN CERTAIN EVENTS. If Gen-Probe terminates the
         Executive's employment for reasons other than Cause, or if the
         Executive terminates his employment for Good Reason, the Executive
         shall be entitled to receive as liquidated damages, the following
         severance benefits:

         (a)  SALARY. The Executive shall continue to receive his base salary,
              at the rate in effect at the time of his termination of
              employment, in monthly installments commencing the first day of
              the first month following termination and continuing for an
              aggregate period of twelve (12) months (the "Salary Continuation
              Period"); provided, however, that if termination under this
              Section 7 occurs in connection with a Change in Control, then the
              Executive shall receive a single lump sum payment, payable within
              10 days of termination, equal to eighteen (18) months' base
              salary.

              For purposes of this Agreement, "Change in Control" shall have the
              meaning set forth on Attachment "1" to this Agreement (hereby
              incorporated by reference). For purposes of this Agreement, a
              termination shall be "in connection with" a Change in Control if
              termination occurs within the period six (6) months prior to or
              eighteen (18) months after a Change in Control.

         (b)  BONUS. If termination under this Section 7 occurs in connection
              with a Change in Control then the Executive shall be entitled to
              receive, in lieu of the bonus provided in Section 3(b) and in
              addition to the salary payment described in Section 7(a), above,
              an amount equal to 1.5 times the greater of (i) the Executive's
              targeted level bonus in the year of the termination, or (ii) the
              Executive's highest discretionary bonus in the preceding three
              years. The amount payable shall be paid in the same manner as and
              on the same schedule as the salary compensation paid under
              subsection (a) above. No bonus compensation shall be payable under
              this section 7 unless termination occurs in connection with a
              change in control.

         (c)  HEALTH CARE AND LIFE INSURANCE COVERAGE. Continued health care
              coverage under Gen-Probe's medical plan will be provided, without
              charge, to the Executive and his eligible dependents until the
              earlier of (i) one (1) year following the termination date or (ii)
              the first date that the Executive is covered under another
              employer's health benefit program providing substantially the same
              or better benefit options to the Executive without exclusion for
              any pre-existing medical condition. The period of time medical
              coverage continues under this agreement will be counted as
              coverage time under COBRA. Gen-Probe will pay the premium for
              continued life insurance coverage, if any, that the Executive may
              have elected under Gen-Probe's Life Insurance and Supplemental
              Life Insurance plan, subject to payment by the Executive of the
              portion of such premium not contributed by Gen-Probe under such
              plan, during the Salary Continuation Period.



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         (d)  401(k) PLAN. The Executive's interest in any unvested
              contributions made by Gen-Probe to the Executive's 401(k) account
              shall vest as of the date of termination.

         (e)  OUTPLACEMENT SERVICES. Gen-Probe agrees to provide Executive with
              outplacement services during the first six months of the Salary
              Continuation Period.

         (f)  TAX MATTERS. All compensation described in this Section 7 will be
              subject to Gen-Probe's collection of all applicable federal, state
              and local income and employment withholding taxes. If any excise
              tax is imposed under Section 4999 in connection with the
              compensation described in this Section 7 and/or in connection with
              the acceleration upon severance of any stock options granted by
              Gen-Probe to the Executive, Executive shall be solely responsible
              for any such excise tax.

         (g)  RELEASE OF CLAIMS. Gen-Probe's obligation to make the payments and
              provide the benefits hereunder shall be conditioned upon
              Executive's execution of a release of all claims, in standard form
              and content. The release shall be mutual and shall also be signed
              on behalf of Gen-Probe.

8.       MISCELLANEOUS.

         (a)      ARBITRATION. Executive and Gen-Probe agree that any and all
                  claims or disputes that in any way relate to or arise out of
                  Executive's employment with Gen-Probe or the termination of
                  such employment (including but not limited to claims under
                  this Agreement or any other contract, tort claims, and
                  statutory claims of employment discrimination, retaliation or
                  harassment) shall be resolved exclusively through final and
                  binding arbitration in San Diego, California. Executive and
                  Gen-Probe waive any rights to a jury trial in connection with
                  such claims or disputes. The costs of the arbitration,
                  including the fees of the arbitrator, shall be borne
                  exclusively by Gen-Probe. Any such arbitration shall take
                  place in San Diego, California and shall be conducted by a
                  single neutral arbitrator who shall be a retired federal or
                  state judge, to be appointed by Judicial Arbitration and
                  Mediation Services ("JAMS") in accordance with JAMS rules. The
                  applicable procedural rules of JAMS shall govern the
                  arbitration. The arbitrator's decision shall be delivered in
                  writing and shall disclose the essential findings and
                  conclusion on which the arbitrator's decision is based. The
                  parties shall be permitted to conduct adequate discovery to
                  allow for a full and fair exploration of the issues in dispute
                  in the arbitration proceeding. The arbitrator may grant any
                  relief which otherwise would have been available to the
                  parties in a court proceeding. The decision and award of the
                  arbitrator shall be final and binding, and judgment upon the
                  arbitrator's award may be entered by any court of competent
                  jurisdiction.



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         (b)  GOVERNING LAW. This Agreement shall be construed and enforced in
              accordance with and be governed by the laws of the State of
              California.

         (c)  ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement
              and understanding between the Executive and the Company on the
              subject matter hereof, and supersedes any other negotiations,
              agreements, understandings, oral agreements, representations and
              past or future practices whether written or oral. No provision of
              this Agreement may be amended, supplemented, modified, cancelled,
              or discharged unless such amendment, supplement, modification,
              cancellation or discharge is agreed to, in writing, signed by the
              Executive and a duly authorized officer of the Company (other than
              the Executive); and no provisions hereof may be waived, except in
              writing, so signed by or on behalf of the party granting such
              waiver.

         (d)  VALIDITY. The invalidity or unenforceability of any provision or
              provisions of this Agreement shall not affect the validity or
              enforceability of any other provision of this Agreement, which
              shall remain in full force and effect.

         (e)  NOTICES. For the purposes of this Agreement, notices, demands and
              all other communications provided for in this Agreement shall be
              in writing and shall be deemed to have duly given when personally
              delivered or mailed by United States certified or registered mail,
              return receipt requested, postage prepaid, addressed as follows:

              If to the Executive:

                                        [ADDRESS]

              If to Gen-Probe:
                                        President and Chief Executive Officer
                                        Gen-Probe Incorporated
                                        10210 Genetic Center Drive
                                        San Diego, California 92121

                           With a copy to:

                                        Vice President, Administration
                                        Gen-Probe Incorporated
                                        10210 Genetic Center Drive
                                        San Diego, California 92121




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         (f)  SUCCESSORS. Gen-Probe will require any successor (whether direct
              or indirect, by purchase, merger, consolidation or otherwise) to
              all or substantially all the business and/or assets of Gen-Probe,
              by agreement in form and substance satisfactory to the Executive,
              expressly to assume and agree to perform this Agreement in the
              same manner and to the same extent that Gen-Probe would be
              required to perform it if no such succession had taken place. This
              Agreement and all rights under the Agreement shall be binding upon
              and shall inure to the benefit of and be enforceable by the
              party's personal or legal representatives, executors,
              administrators, heirs, and successors.

         (g)  NO RIGHT TO CONTINUED EMPLOYMENT. Nothing herein shall be
              construed as giving the Executive any rights to continued
              employment with Gen-Probe, and Gen-Probe shall continue to have
              the right to terminate the Executive's employment at any time,
              with or without cause, subject to the provisions of this
              Agreement.

         In witness whereof, the parties have executed this Agreement.

Executive:                               Gen-Probe Incorporated:


                                         By
-----------------------------               ------------------------------------
[NAME]                                   Henry L. Nordhoff
                                         Chairman, President and Chief Executive
                                         Officer





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                                 ATTACHMENT "1"

                        DEFINITION OF "CHANGE IN CONTROL"


                  Change in Control. "Change in Control" shall mean a change in
ownership or control of the Company effected through any of the following
transactions:

                  (a) any person or related group of persons (other than the
Company or a person that, prior to such transaction, directly or indirectly
controls, is controlled by, or is under common control with, the Company)
directly or indirectly acquires beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of securities possessing more than fifty percent
(50%) of the total combined voting power of the Company's outstanding securities
by means of any transaction or series of transactions; or

                  (b) there is a change in the composition of the Board over a
period of thirty-six (36) consecutive months (or less) such that a majority of
the Board members (rounded up to the nearest whole number) ceases, by reason of
one or more proxy contests for the election of Board members, to be comprised of
individuals who either (i) have been Board members continuously since the
beginning of such period or (ii) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time such election or
nomination was approved by the Board; or

                  (c) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation (or other entity), other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity or another entity) more than 66-2/3% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; provided, however,
that a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires more than 25% of
the combined voting power of the Company's then outstanding voting securities
shall not constitute a Change in Control; or

                  (d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.




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Schedule to Exhibit 10.48

The preceding form of Employment Agreement was entered into between the Company
and the following individuals on November 12, 2002:

Niall Conway        Executive Vice President - Sales and Operations
James H. Godsey     Executive Vice President - Development
Daniel L. Kacien    Executive Vice President and Chief Scientist
R. William Bowen    Vice President and General Counsel
Glen Paul Freiberg  Vice President - Regulatory, Quality & Government Affairs
Larry T. Mimms      Vice President - Strategic Planning and Business Development
Herm Rosenman       Vice President and Chief Financial Officer
Robin L. Vedova     Vice President - Administration







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