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EXHIBIT 10(r)
INTEGRA, INC
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
August 27, 1999
Xx. Xxxx X. Xxxxxx
00 Xxx Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Severance Arrangements
Dear Xxxx:
Effective as of the Effective Date, Integra, Inc., a Delaware
corporation and you (the "Employee"), hereby agree as set forth below in this
agreement (this "Agreement").
1. Section 1 - Definitions. As used herein, the following words and
phrases shall have the following respective meanings unless the context clearly
indicates otherwise.
1.1. Base Salary. The annual amount the Employee receives as
wages or salary from the Company.
1.2 Board. The Board of Directors of the Company.
1.3. Change in Control. A "Change in Control" shall be deemed
to occur:
(a) on the effective date of any merger or consolidation which
results in the holders of the outstanding voting securities of the Company
(determined immediately prior to such merger or consolidation) owning less than
a majority of the outstanding voting securities of the surviving corporation
(determined immediately following such merger or consolidation), or any sale or
transfer by the Company of all or substantially all its assets; or
(b) on the date of closing of any tender offer or exchange
offer for or the acquisition, directly or indirectly, by any person or group of,
all or a majority of the then outstanding voting securities of the Company; or
(c) if at any time Xxxx X. Xxxxxx is no longer Chairman of the
Board of the Company for any reason whatsoever.
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Notwithstanding the foregoing, a Change in Control with respect to
Sections 1.3(a) and 1.3(b) shall not be deemed to occur if the Company either
merges or consolidates with or into another company or sells or disposes of all
or substantially all of its assets to another company, if such merger,
consolidation, sale or disposition is in connection with a corporate
restructuring wherein the stockholders of the Company immediately before such
merger, consolidation, sale or disposition own, directly or indirectly,
immediately following such merger, consolidation, sale or disposition at least a
majority of the combined voting power of all outstanding classes of securities
of the Company resulting from such merger or consolidation, or to which the
Company sells or disposes of its assets, in substantially the same proportion as
their ownership in the Company immediately before such merger, consolidation,
sale or disposition.
1.4. Company. The Company is Integra, Inc., a Delaware
corporation.
1.5. Effective Date. August 27, 1999.
1.6. Permanent Disability. The Employee shall be deemed to
have become permanently disabled for purposes of this Agreement if the entire
Board finds, upon the basis of medical evidence received from a physician
reasonably satisfactory to the Board and the Employee, that the Employee is
disabled, whether due to physical or mental condition, so as to be prevented
from performing the Employee's normal duties for the Company with or without
reasonable accommodation.
1.7 Severance Benefit. The benefit payable in accordance with
Section 3 of this Agreement.
2. Section 2 - Duration and Eligibility.
2.1 This Agreement shall be effective as of the Effective
Date.
2.2 Eligibility. The Employee shall not be entitled to the
Severance Benefit if the Employee ceases to be an employee at any time prior to
a Change in Control; provided, however, that if the Employee ceases to be an
employee during the period commencing ninety (90) days prior to a Change in
Control by reason of termination by the Company then the Employee shall be
entitled to a Severance Benefit under the terms of this Agreement.
3. Section 3 - Severance Benefits.
3.1. Right to Severance Benefit.
The Employee shall be entitled to receive from the Company a Severance
Benefit in the amount provided in Section 3.2 if (i) a Change in Control has
occurred and (ii) the Employee's employment with the Company terminates for any
reason, including termination by the Employee for any reason.
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3.2. Amount of Severance Benefit. If the Employee's employment
is terminated in circumstances entitling the Employee to a Severance Benefit as
provided in Section 3.1, the Employee shall be entitled to the following
benefits:
(a) the Company shall pay to the Employee, as severance pay
and in lieu of any further salary or bonus for periods subsequent to the
Termination Date, the amount of $60,000 which is equal to six months' Base
Salary for the Employee;
(b) for a period of six (6) months subsequent to the
Employee's termination of employment, the Company shall at its expense continue
on behalf of the Employee and his dependents and beneficiaries, the medical and
dental benefits, life insurance, short term disability insurance and long-term
disability insurance which were being provided to the Employee at the time of
termination of employment, including reimbursement of up to $10,000 of any
outplacement costs the Employee incurs after the termination of his employment
for any reason. The benefits provided in this Subsection 3.2(b) shall be no less
favorable to the Employee, in terms of amounts and deductibles and costs to the
Employee, than the coverage provided the Employee under the plans providing such
benefits at the time Notice of Termination is given. The Company's obligation
hereunder to provide the foregoing benefits shall terminate if the Employee
obtains coverage under a subsequent employer's medical and dental, life
insurance, short-term disability insurance and or long-term disability insurance
benefit plans;
(c) the amounts provided for in Section 3.2(a) shall be paid
in a single lump sum payment within fifteen (15) days after the Employee's
Termination Date.
4. Section 4 - Termination of Employment.
4.1. Written Notice Required. Any purported termination of
employment, either by the Company or by the Employee, shall be communicated by
written Notice of Termination to the other.
4.2. Termination Date. In the case of the Employee's death,
the Employee's Termination Date shall be the Employee's date of death. In all
other cases, the Employee's Termination Date shall be the date specified in the
Notice of Termination subject to the following: (a) if the Employee's employment
is terminated by the Company due to Permanent Disability, the date specified in
the Notice of Termination shall be at least thirty (30) days from the date the
Notice of Termination is given to the Employee, provided that the Employee shall
not have returned to the full-time performance of the Employee's duties during
such period of at least thirty (30) days; and (b) if the Employee terminates the
Employee's employment, the date specified in the Notice of Termination shall not
be more than thirty (30) days from the date the Notice of Termination is given
to the Company.
5. Section 5 - Successors to Company.
Successors. This Agreement shall bind any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, in the same
manner and to the same extent that the Company would be obligated under this
Agreement if no succession had taken place. In the case of any transaction in
which a successor would not by the foregoing provision or by operation of
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law be bound by this Agreement, the Company shall require such successor
expressly and unconditionally to assume and agree to perform the Company's
obligations under this Agreement, in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.
6. Section 6 - Amendment and Termination.
6.1. Amendment and Termination. This Agreement may be
terminated or amended in any respect by resolution adopted by the entire Board;
provided, however, that no such amendment or termination of this Agreement may
be made if such amendment or termination would adversely affect any benefit of
the Employee set forth herein and provided further, that this Agreement shall no
longer be subject to amendment, change, substitution, deletion, revocation or
termination in any respect whatsoever following a Change in Control.
6.2. Form of Amendment. The form of any amendment or
termination of this Agreement shall be a written instrument signed by a duly
authorized officer or officers of the Company, certifying that the amendment or
termination has been approved by the Board.
7. Section 7 - Miscellaneous.
7.1. Indemnification. If, after a Change in Control, the
Employee institutes any legal action in seeking to obtain or enforce, or is
required to defend in any legal action the validity or enforceability of, any
right or benefit provided by this Agreement, the Company will pay for all actual
legal fees and expenses incurred by such Employee so long as the Employee is
successful on the merits in whole or in substantial part.
7.2. Employment Status. This Agreement does not constitute a
contract of employment or impose on the Company any obligation to retain the
Employee, to change the status of the Employee's employment, or to change any
employment policies of the Company.
7.3. Validity and Severability. The invalidity or
unenforceability of any provision 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, and any prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
7.4. Governing Law; Choice of Forum. The validity,
interpretation, construction and performance of this Agreement shall in all
respects be governed by the laws of the Commonwealth of Pennsylvania. The
Employee shall be entitled to enforce the provisions of this Agreement in any
state or federal court located in the Commonwealth of Pennsylvania, in addition
to any other appropriate forum.
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By signing this letter, you agree to by bound by all of the terms and
conditions set forth herein.
Very truly yours,
INTEGRA, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Chief Executive Officer
Accepted and Agreed To:
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
