[MAXXIM MEDICAL LOGO]
TERMS OF RETENTION AGREEMENT/ADDENDUM TO SUMMARY TERMS OF
EMPLOYMENT AS OF 9-20-2000
November 1, 2001
I. Employer/Company: Maxxim Medical, Inc.
II. Employee: Xxxxxx X. Xxx
III. Title: Corporate Vice President, General Counsel and Secretary
IV. Guaranteed Term of Employment: November 1, 2001 - October 31, 2002
V. Guaranteed Annual Base Salary: no less than $130,000, to be paid in
bi-weekly installments
VI. Retention Bonus: Employee shall receive the following:
A. Continuation of benefits in effect as of Employee's last day of
employment at Company's expense for twelve (12) months, which shall
commence on the day immediately following Employee's last day of
employment with the Company,
B. Twelve (12) months' salary, based on Annual Base Salary above or the
annual salary then in effect, whichever is higher, due and payable as
follows:
1. The first six (6) months of the Retention Bonus shall be paid to
Employee immediately upon execution hereof. Such amount shall vest
ratably with each day that Employee is employed by Company beginning
on November 1, 2001 and ending six (6) months later, on April 30,
2002, at which time the entire amount shall be fully vested. In the
event that Employee voluntarily terminates her employment with Company
prior to April 30, 2002, Employee shall repay to Company the unvested
portion of such payment. Provided, however, that if Employee's reasons
for terminating her employment are those described in Section
VI(B)(2)(iii) or Section VI(B)(2)(iv) immediately below, all amounts
shall immediately vest and no payment shall be due to the Company by
Employee.
2. The final six (6) months of the Retention Bonus, such amount to
be no less than $65,000, shall be paid immediately upon the earlier
of:
(i) November 1, 2002;
(ii) at such time that Employer terminates employment of
Employee on or before October 31, 2002 without "Good
Cause" as defined in Section VII below;
(iii) upon Employee's termination of employment following a
substantial change in the job duties, office location or
condition of employment as in effect as of the date
hereof; or
(iv) upon Employee's termination of employment following a
breach of the terms of this Agreement by Employer or a
change in any of the terms hereof without Employee's
prior written consent.
