EXHIBIT 10.47
August 7, 2002
Xxxx X. Xxxx, Vice President & Controller
Viisage Technology, Inc.
00 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Re: Severance Provisions in Connection with Employment
Dear Xxxx:
This Letter Agreement sets forth certain terms relating to severance
payments you shall be entitled to receive from Viisage Technology, Inc. (the
"Company") in the event there is a Change of Control at the Company. For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, we agree as follows:
1. If: (a) there is a Change of Control at the Company; and (b) you
experience an Adverse Change in your employment with the Company
within twelve (12) months following the Change of Control, you will be
entitled to six (6) months severance pay, based on your then current
base salary payable in accordance with the Company's regular payroll
practices, and any bonus earned up to the date of the Adverse Change.
For purposes of this Letter Agreement, "Adverse Change" shall mean the
termination of your employment by the Company for reasons other than
for Cause or a material adverse diminution in the nature or scope of
your present responsibilities, function or duties, taken as a whole.
"Cause" shall mean (i) any conviction of, or pleading of nolo
contendre, by you of any crime or felony; (ii) any willful misconduct
by you which has a materially injurious effect on the business or
reputation of the Company; or (iii) failure to consistently discharge
your employment duties, which failure continues for 30 days following
written notice from the Company detailing such failure. "Change of
Control" means and shall be deemed to occur if any of the following
occurs: (i) any Person is or becomes the beneficial owner of
securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company's then outstanding voting
securities; or (ii) individuals comprising the Incumbent Board, or
individuals approved by the majority of the Incumbent Board, cease for
any reason to constitute at least a majority of the Board of Directors
of the Company; or (iii) approval by the stockholders of the Company
of a merger or consolidation of the Company, other than (A) a merger
or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
more than fifty percent (50%) of the
00 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Tel: 000-000-0000
Fax: 000-000-0000
Xxxx X. Xxxx
Viisage Technology, Inc.
August 7, 2002
Page 2
combined voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a recapitalization of
the Company in which no Person acquires more than fifty percent (50%)
of the Company's then outstanding voting securities; or (iv) approval
by the stockholders of the Company (A) a complete or substantial
liquidation or dissolution of the Company, or (B) the sale or other
disposition of all or substantially all of the assets of the Company.
An underwritten public offering of common stock of the Company,
including the completion of any sale of common stock pursuant to an
underwriter's over-allotment option, and any offering to employees
pursuant to a registration statement on Form S-8 or other similar
offering shall not be counted toward a Change of Control for purposes
of this Letter Agreement. "Incumbent Board" shall mean those
individuals who comprised the Board of Directors of the Company on the
date hereof; "Person" shall have the meanings used in Sections
13(d)(3) or 14(d)(2) of the Exchange Act, provided that it shall not
include Xxxxx X. Xxxxxx, Xxxxxx X. Xxx, Xxx Acquisition Corp., the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any entity owned by the
stockholders of Xxx Acquisition Corp.
2. No benefits other than the base pay and bonus described above are
conferred hereunder.
3. This Letter Agreement may be amended only by a written amendment
signed by all of the parties hereto. This Letter Agreement shall be
binding upon the parties hereto and their successors and assigns.
Please execute this letter where indicated below to confirm your agreement
to the above terms.
Sincerely
/s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx,
Chief Financial and Operations Officer
ACCEPTED:
/s/ Xxxx X. Xxxx
-----------------------------------------
Xxxx X. Xxxx, Vice President & Controller
Date: 8-8-02
