EXHIBIT 10.29
AMENDMENT
TO THE
EMPLOYMENT AND SEVERANCE AGREEMENTS
BETWEEN GSI LUMONICS INC. AND XXXXXXX X. XXXXXXX
This Amendment is entered into this 26 day of February, 2002 between GSI
Lumonics Inc. with corporate offices at 000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx
Xxxxxx X0X 0X0 ("Company") and Xxxxxxx X. Xxxxxxx of [ ] ("Executive") for the
express purpose of modifying the Employment Agreement dated January 1, 2000
("Employment Agreement") and the Severance Agreement dated May 24, 2001
("Severance Agreement") entered into between the Company and the Executive. In
the event of a conflict between the Employment Agreement, Severance Agreement
and this Amendment thereto, this Amendment shall prevail and govern.
In consideration of the premises and mutual covenants contained herein, the
Company and the Executive hereby agree as follows:
1) Notwithstanding anything to the contrary in the Employment Agreement
or Severance Agreement:
(a) The term of the Executive's appointment as Chief Executive
Officer shall expire upon the earlier of (a) December 31, 2003;
or (b) a date that precedes December 31, 2003 pursuant to a
mutual written agreement between the Executive and the Company.
(b) If the Executive's appointment as Chief Executive Officer is not
terminated prior to December 31, 2003 and the Executive serves
such appointment actively up until December 31, 2003, then the
Executive shall have the right to remain in the employ of the
Company in an advisory and consultancy capacity, as described
herein, until December 31, 2005 ("Extended Period"). The
Executive shall formally notify the Company in writing of his
desire to remain in such position prior to December 31, 2003.
During the Extended Period and pursuant to the written notice,
the Executive shall perform such services as may be assigned to
him from time to time by the Board of Directors, provided he
shall not be required to spend more than fifty percent (50%) of
his normal working time on Company business and the Company shall
not be obligated to pay him more than fifty percent (50%) of his
annual 2003 base salary. During the Extended Period and provided
the Executive has sent the written notice, the Company agrees to
pay the Executive 50% of his 2003 annual base salary for his
performance of advisory and consultancy services and the
Executive shall be entitled to continue his participation in the
Company's stock option plans.
(c) The Company and Executive agree that the Employment Agreement and
the Executive's appointment as Chief Executive Officer may be
terminated by the Company, in its absolute discretion, prior to
December 31, 2003 for Cause (as defined in the Severance
Agreement) and for failure by the Executive to perform his
full-time duties with the Company as a result of a Disability (as
defined in the Severance Agreement). Termination by the Company
of the Executive's appointment as Chief Executive Officer and of
the Employment Agreement for Cause or Disability (as set out
herein) prior to December 31, 2003 shall be made in accordance
with Section 7 "Notice of Termination" and Section 5
"Compensation other than Severance Payments" of the Severance
Agreement.
(d) The Company and the Executive agree that if the Employment
Agreement and the Executive's appointment as Chief Executive
Officer are terminated prior to December 31, 2003 following a
Change of Control (as defined in the Severance Agreement) other
than (i) by the Company for Cause, (b) by reason of death or
Disability (as defined by the Severance Agreement); or by the
Executive without Good Reason (as defined by the Severance
Agreement), such termination shall be made in accordance with
Section 7 "Notice of Termination," Section 5 "Compensation other
than Severance Payments" and Section 6 "Severance Payments" of
the Severance Agreement.
(e) The Company and the Executive agree that if the Employment
Agreement and the Executive's appointment as Chief Executive
Officer are terminated prior to December 31, 2003 by the
Executive other than as described in 1(c) and (d) above and other
than pursuant to a resignation by the Executive (which is
governed by the terms of the Employment Agreement), then such
termination shall be made in accordance with Section 7 "Notice of
Termination," and Section 9 "Other Severance Payments" of the
Severance Agreement.
(f) The Term of the Severance Agreement, which commenced on May 24,
2001, shall be coterminous with the Term of the Employment
Agreement and accordingly, the Severance Agreement shall expire
(without any extensions, regardless of any automatic extensions
referenced in the Severance Agreement) on the earlier of (a)
December 31, 2003 or (b) a date that precedes December 31, 2003
pursuant to a mutual written agreement between the Executive and
the Company.
2) The validity, interpretation, construction and performance of this
Amendment shall be governed by the laws of the Commonwealth of
Massachusetts.
3) Except as otherwise modified herein, all other terms and conditions of
the Employment Agreement and the Severance Agreement shall remain in
full force and effect
IN WITNESS WHEREOF, this Amendment to the Employment Agreement and Severance
Agreement is made and entered into as of the date first written above.
GSI LUMONICS INC. EXECUTIVE
Signed on Behalf of
the Board of Directors
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Name: Name: Xxxxxxx X. Xxxxxxx
Title: Address:
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