EXHIBIT 10.7
EMPLOYMENT SEVERANCE AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective the 20th day of
November, 1997, by and between Laboratory Specialists, Inc. (the "Company"), a
Louisiana corporation, and Xxxxxx X. Xxxxxxxxx, Xx., an individual ("Employee").
WITNESSETH:
WHEREAS, Employee is employed by the Company and serves as Controller and
Secretary of the Company; and
WHEREAS, the Company and Employee desire to enter into an employment
severance agreement on the terms and conditions hereinafter provided;
NOW, THEREFORE, for and in consideration of the conditions hereinbelow to
be performed on the part of the respective parties hereto, and in consideration
of the mutuality thereof, the parties hereto agree as follows:
1. TERM. This Agreement shall remain in effect during the period Employee
remains employed by the Company.
2. EMPLOYMENT TERMINATION. In the event of a termination (as defined
below) of Employee's employment with the Company, the Company shall pay or
provide the following:
2.1 CONTINUATION OF REGULAR COMPENSATION. The Company shall pay to
Employee the regular compensation payments for a period of 12 months
following termination of Employee's employment with the Company at the
salary rate of regular compensation paid to Employee immediately prior to
the termination.
2.2 TERMINATION DEFINED. The term "termination" shall mean
termination by the Company of the employment of Employee with the Company
for any reason other than cause (as defined below), or resignation of
Employee upon the occurrence of a "change in control" (as defined below).
The term "cause" means gross misconduct or willful and material breach of
this Agreement by Employee. For purposes of this Agreement, each of the
following specified events shall be deemed a "change of control": (i) any
third person, including a "group" as defined in Sections 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended, becomes the
beneficial owner of shares of the Company or of proxies or other rights
pertaining to the Company which carry 25 percent or more of the total
number of votes for the election of the Board of Directors of the Company
or with respect to a merger, consolidation or sale; (ii) as result of, or
in connection with, any cash tender offer, merger, or other business
combination of the foregoing, the persons who were directors of the Company
immediately prior to such event cease to constitute a majority of the Board
of Directors of the Company; (iii) the approval of an agreement providing
either for a transaction or series of transactions by which the Company
will cease to be an independent publicly-owned company or for a sale, lease
or other disposition of all or substantially all of the assets of the
Company; or (iv) following any public offering of securities of the Company
during any period of 24 consecutive months as a result of which the persons
who were members of the Company's Board of Directors at the commencement of
the period cease for any reason to constitute a majority of the Company's
Board of Directors.
EMPLOYMENT SEVERANCE AGREEMENT PAGE 1
3. TERMINATION FOR CAUSE. In the event the Board of Directors of the
Company determines in good faith that Employee is guilty of willful misconduct
or gross negligence in the performance of the services contemplated by this
Agreement, the Company shall have the right, by resolution unanimously adopted
by all members (other than Employee) of the Board of Directors of the Company,
to terminate this Agreement at the end of any month by giving not less than 60
days' prior written notice to Employee of its election to so terminate this
Agreement, and all obligations hereunder shall thereupon terminate thereafter.
4. NON-ASSIGNABILITY. Neither party hereto shall have the right to assign
this Agreement or any rights or obligations hereunder without the written
consent of the other party.
5. NOTICE. All notices required or permitted to be given hereunder shall
be in writing and shall be deemed to have been given forty-eight (48) hours
after depositing in the United States mail, certified mail, postage prepaid,
addressed to the party to receive such notice at the address set forth
hereinbelow or such other address as either party may give to the other in
writing pursuant to written notice pursuant to this Section:
If to Employee: Xx. Xxxxxx X. Xxxxxxxxx, Xx.
If to the Company: Laboratory Specialists, Inc.
000 Xxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx, Xx.
6. GENERAL. The terms and provisions herein contained (i) may be amended
or modified only by a written instrument executed by the parties hereto, and
(ii) shall be construed and enforced in accordance with the laws in effect in
the State of Louisiana without regard to its conflicts of law provisions.
Failure by a party hereto to require performance of any provision of this
Agreement shall not affect, impair or waive such party's right to require full
performance at any time thereafter.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the 20th day of November, 1997.
"Company" LABORATORY SPECIALISTS, INC.
By: /S/XXXXXX X. XXXXXXXX, XX.
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Xxxxxx X. Xxxxxxxx, Xx., Chief Executive Officer
"Employee /S/XXXXXX X. XXXXXXXXX, XX.
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Xxxxxx X. Xxxxxxxxx, Xx.
EMPLOYMENT SEVERANCE AGREEMENT PAGE 2