EXHIBIT 10.16
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SEVERANCE AGREEMENT
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THIS SEVERANCE AGREEMENT (this "Agreement") is entered into as of this
27th day of February, 1998 by and between MARQUETTE MEDICAL SYSTEMS, INC., a
Wisconsin corporation (the "Company"), and XXXXXXXXX X. XXXXXXXXX, an individual
residing at 000X Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxx 00000 ("Employee"); and
WHEREAS, Employee is a Director and Chief Executive Officer of the
Company, having been elected to such positions in November, 1997;
WHEREAS, the Employee has been associated with the Company for a
number of years and has extensive knowledge, contacts and experience relating to
the Company's product line, marketing plans, strategies, and financial affairs;
WHEREAS, as an inducement for the Employee to sever certain business
relationships that were of benefit to the Employee incident to his election to
the office of Chief Executive Officer, the Company has agreed to provide to the
Employee certain benefits upon the severance of his employment relationship with
the Company; and
NOW, THEREFORE, in consideration of these premises and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. In the event that the Company shall terminate the Employee's
employment on or before November 30, 1999, other than for reasons of issues
involving moral turpitude, the commission of a crime, gross dereliction in
his duties or insubordination, the parties agree that the Employee, during
the Consulting Period and subject to the terms of this Agreement, will
provide general consulting and advisory services to the Company with
respect to those Company matters as to which the Employee has knowledge and
which the Company shall, from time to time, request the Employee's
assistance. The services to be rendered by Employee hereunder will be
performed by the Employee at such place as the Employee may determine and
shall be substantially in the form of telephone advice and occasional
meetings.
2. The term of Employee's consultancy hereunder (the "Consulting Period")
shall commence on the effective date of his termination of employment and
shall expire ninety (90) days thereafter.
3. (a) As compensation for the consulting and advisory services to be
rendered by Employee to the Company hereunder, the Company shall pay to the
Employee a fee (the "Consulting Fee") in an amount equal to the base salary
of the Employee in effect as of the date of his termination, such fee to be
paid in twelve (12) equal monthly installments on the first day of each of
the twelve calendar months succeeding the effective date of the Employee's
termination (the "Payment Period") while this Agreement remains in effect.
(b) The Employee agrees that if, during the Payment Period, he
becomes employed by or associated with as an employee, partner, member or agent
or officer or director of any organization engaged in the manufacture, design or
sale of medical devices or equipment competitive with any medical devices or
equipment sold by the Company, the Company's obligation to continue to make
payments hereunder shall immediately terminate and, to the extent any payments
are thereafter made, the Company shall have the right to recover any such
payments made following such affiliation.
(c) Employee shall not be entitled to any other compensation for
his services or covenants hereunder, provided that the Company will reimburse
Employee for all reasonable out-of-pocket travel or transportation expenses
incurred by him if, at the request of the Company, he agrees to travel incident
to the performance of his services hereunder.
4. Employee shall at all times during the Payment Period act as an
independent contractor of the Company and nothing herein shall be deemed or
construed to create the relationship of partner, employee, agent or joint
venturer between Employee and the Company, or of any other relationship
other than that of independent contractor. Employee shall not transact any
business in the name of the Company, nor obligate the Company in any
manner, character or description, without the express prior written
approval of the Company. Employee shall limit his activities to the
obligations and duties hereinabove specified and shall have no power or
authority to bind or obligate the Company in any respect whatsoever.
5. The payment to Employee specified in Section 3 above shall be made
without deduction for payroll taxes. Employee assumes full responsibility
for payment of payroll taxes applicable to such payment.
6. All written reports, recommendations, advice, records, documents and
other materials prepared or obtained by Employee or coming into his
possession or control during the Consulting Period which relate to the
Company shall be the sole and exclusive property of the Company, and, at
the end of the Consulting Period or, at the request of the Company, during
the Consulting Period, Employee shall promptly deliver all such written
materials to the Company.
7. All notices hereunder shall be given in writing by hand delivery or by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the parties at the following respective addresses, or at such
other address as may from time to time be designated by either party to the
other hereunder in accordance with this Section 7:
To Employee:
Xxxxxxxxx X. Xxxxxxxxx
000X Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxxxx 00000
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To the Company:
Marquette Medical Systems, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Chairman of the Board
All such notices and communications hereunder shall be effective
and deemed given, if mailed, on and as of the date of receipt, as evidenced by
the acknowledgment of receipt issued with respect thereto by the applicable
postal authorities and, if delivered by hand, on and as of the date of receipt,
as evidenced by the signed acknowledgment of receipt of the person to whom such
notice or communication shall have been addressed, as applicable.
8. No failure by either party hereto to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right hereunder by either party
preclude any other or future exercise of that right or any other right
hereunder by that party .
9. In case any one or more of the provisions of this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired thereby.
10. The parties hereby agree that this Agreement, and the respective
rights, duties and obligations of the parties hereunder, shall be governed
by and construed in accordance with the laws of the State of Wisconsin,
without giving effect to principles of conflict of law thereunder.
11. This Agreement shall not be assignable, in whole or in part, by any
party without the prior written consent of the other parties and any
attempted assignment without such prior written consent shall be void.
Notwithstanding the foregoing, the Company may assign this Agreement to,
and it shall inure to the benefit of and be binding upon, any entity
controlled by, controlling, or under common control with the Company.
12. This Agreement may not be amended, terminated or superseded except by
an agreement in writing between the Company and Employee.
13. This Agreement and the provisions thereof shall be binding upon and
inure to the benefit of, in the case of Employee, his heirs, beneficiaries,
personal representatives, executors, successors and permitted assigns, and,
in the case of the Company, its respective successors and permitted
assigns.
14. This Agreement may be executed in any number of duplicate
counterparts, each of which shall be deemed an original hereof but all of
which together shall constitute one and the same document.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed the day and year first above written.
MARQUETTE MEDICAL SYSTEMS, INC.
BY:____________________________
CHAIRMAN OF THE BOARD
____________________________
XXXXXXXXX X. XXXXXXXXX
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