EMPLOYMENT AGREEMENT
CONFIDENTIAL
EMPLOYMENT AGREEMENT
This agreement is made on 24th day of July, 2019 (the “Effective Date”) between Iradimed Corporation, having offices at 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxxx (“Iradimed”
or “Company”), and XXXXX XXXX (“Executive”).
WITNESSETH:
WHEREAS, Iradimed desires to employ Executive upon the terms and conditions hereinafter stated, and;
WHEREAS, Executive wishes to be employed by Iradimed on the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained herein and intending to be
legally bound thereby, Iradimed and Executive agree as follows:
| 1. |
Employment. Iradimed shall employ Executive, and Executive hereby accepts employment by Iradimed, for the period and upon the terms and conditions
contained in this Agreement, beginning on the 19th day of August 2019 (the “Effective Date”).
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| 2. |
Title and Duties. Executive is being hired to serve
Iradimed as Chief Technology Officer (“CTO”). Executive will report to the CEO and shall have such authority and responsibilities as delegated or
assigned from time to time by the CEO, including research and development activities of the Company.
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| 3. |
Term. This Agreement shall commence as of the Effective Date and shall continue until terminated in accordance with Sections 7 and 8 below.
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| 4. |
Policies. Except as provided herein, Executive shall be covered by and agrees to comply with all Iradimed policies on the same terms as are
applicable to other full- time executives.
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| 5. |
Extent of Services. Executive shall devote substantially his entire business and professional time and attention to the business of Iradimed
during normal business hours. Executive shall assume and perform his duties faithfully and with due diligence.
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| 6. |
Compensation.
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| (a) |
Base Salary. The Company shall pay Executive a minimum annual salary of two hundred eighty-nine thousand nine hundred and thirty one dollars
($289,931) (the “Base Salary”), or in the event of any portion of a year, a pro rata amount of such annual salary. Executive’s salary will be payable as
earned in accordance with the Company’s customary payroll practice.
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Executive shall also be entitled to a merit increase based on his base salary and subsequent to performance review, on
January 1st each year while Executive is employed by the Company.
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(b) |
Annual Bonus. Beginning the fiscal year ending December 31, 2019, Executive will be eligible to receive cash bonus compensation with the targeted
value of 75% of the then prevailing Base Salary (the “Annual Bonus”) based upon discretion of the Board of Directors and overall profitability of the Company and with consideration of any special situations which the Executive may
have demonstrated exemplary performance materially resulting in benefit to the Company, and the like.
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| (c) |
Benefits. Executive will be eligible to participate in Iradimed employee benefit plans that apply to all executive employees generally, including
without limitation, deferred compensation, health and dental insurance programs, 401(k) plan, thirty (30) days of annual paid personal leave (vacation), and reimbursement for car and cell phone expenses and normal and necessary
business expenses.
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| 7. |
Termination By Iradimed.
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| (a) |
Termination For Cause. Iradimed may terminate Executive’s employment hereunder for “Cause” upon: (a) any material breach of this Agreement; (b) any gross negligence or willful misconduct by Executive in the performance of his duties as an Iradimed employee; (c) Executive’s commission of a felony
under the laws of the United States or any state thereof; (d) Executive’s commission or participation in any act of fraud, embezzlement or dishonesty; (e) Executive’s willful breach of an Iradimed policy; or (f) Executive’s inability
to effectively perform his duties as CTO. Executive shall not be terminated under subparagraphs (a), (e) or (f) herein, unless he has received written notice of such breach from the Company’s Board of Directors, has had an
opportunity to respond to the notice, and has failed substantially, where possible, to cure such breach within thirty (30) calendar days of such notice.
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| (b) |
Termination Without Cause. In the event Iradimed terminates Executive’s employment hereunder for any reason other than Cause, such termination
shall be deemed “Without Cause.”
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| 8. |
Termination By Executive.
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| (a) |
Termination for Good Reason. Executive may terminate his employment hereunder by tendering his resignation to Iradimed. Unless otherwise
consented to in writing by Executive, a resignation by Executive shall be for “Good Reason,” where such resignation is tendered within sixty (60) days
following: (a) a reduction in Executive’s minimum salary: (b) a significant diminution of Executive’s authority; or (c) the relocation of Executive’s place
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of employment outside of a fifty (50) mile radius from its present location. For purposes of this Agreement, significant diminution of authority is recognized as notification to Executive of a change in status, position,
responsibilities, or any adverse change to compensation which is not broadly applied to management in the Company, which, in Executive’s reasonable judgment, represents a material adverse change from his status, position or
responsibility. Prior to accepting Executive’s resignation for any of the reasons set forth in this paragraph, the Company shall have an opportunity to rectify the matter that gave rise to Executive’s resignation. If the matter
is not rectified within fifteen (15) days, Executive’s resignation shall be deemed accepted by the Company
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| (b) |
Resignation in connection with a Control Transaction. A resignation of Executive shall also be for “Good
Reason” where such resignation is tendered within sixty (60) days following any of the events listed below and such event occurs within twelve (12) months following a Control Transaction as
defined in Section 8(c):
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| (i) |
an assignment to Executive of any duties inconsistent with, or a significant change in the nature or scope of Executive’s authority or duties from, those held by Executive immediately prior to the Control
Transaction;
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| (ii) |
a reduction in Executive’s annual salary or material bonus program reduction to the annual salary or bonus program in effect immediately prior to the Control Transaction;
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| (iii) |
the relocation of Executive’s place of employment outside of a fifty (50) mile radius from its present location;
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| (iv) |
the failure to provide Executive with a number of paid personal leave days at least equal to the number of paid personal leave days to which he was entitled in the last full calendar year prior to the Control
Transaction;
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| (v) |
the failure to provide Executive with substantially the same fringe benefits that were provided to Executive immediately prior to the Control Transaction, or with a package of fringe benefits that, though one
or more of such benefits may vary from those in effect immediately prior to the Control Transaction, is, in Executive’s opinion, substantially at least as beneficial to Executive in all material respects to such fringe benefits taken as
a whole;
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| (c) |
Control Transaction. In this Agreement, a “Control Transaction”
means a change in control of the Company defined as a transfer of ownership of more than 50% of the outstanding shares of the Company’s stock
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| 9. |
Disability. If, during the terms of this Agreement, Executive becomes disabled such that he is not able to effectively discharge his duties under
this Agreement, with or without reasonable accommodation, for a period of six (6) continuous months, Iradimed’s obligations under this Agreement shall cease, except that Executive may participate in any Iradimed-provided group
disability benefits in accordance with the terms of those plans.
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| 10. |
Consequences of Termination.
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| (a) |
Termination Compensation
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| (i) |
In the event that Iradimed terminates Executive’s employment hereunder Without Cause or Executive resigns from Iradimed with Good Reason, then Iradimed shall pay to Executive the full amount of a earned but
unpaid Base Salary through the date of termination, his accrued and unused vacation leave as of the last day worked, his approved business expenses, the full amount of any unpaid cash bonus awarded for any fiscal years prior to the date
of termination and an amount equal to twelve (12) months Base Salary. Such payment shall be made within fifteen (15) days of the effective date of such termination.
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| (ii) |
In the event that Iradimed terminates Executive’s employment hereunder for Cause or Executive resigns without Good Reason, Iradimed shall pay Executive his earned and unpaid Base Salary and his accrued and
unused vacation leave as of the last day worked, and approved business expenses and Iradimed shall have no obligation to make any further payments to or to provide any further benefits hereunder to Executive. Such payment shall be made
within fifteen (15) days of the effective date of resignation or termination.
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| (b) |
Change of Control Compensation. Should a Change of Control event as in 8(c) above occur resulting in Executive resigning for reasons as per 8(b)
above, Iradimed shall pay Executive the full amount of any earned but unpaid Base Salary through the date of termination, his accrued but unused vacation leave as of the last day worked, his approved business expenses, the full amount
of any unpaid cash bonus awarded for any fiscal years prior to the resignation plus an amount equal to three (3) times his then current annual salary.
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| 11. |
Noncompetition/Nonsolicitation/Confidentiality. Executive agrees to execute a Non-Solicitation, Non-Compete and Confidentiality Agreement
simultaneously with the execution of this Agreement
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| 12. |
Ownership of Developments. All information, data, ideas, customer lists or other
material which Executive develops or conceives during his employment, (1) which are along the lines of business, work or investigations of the Company, or (2) which
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result from or are suggested by any work performed by Executive on behalf of the Company, shall be the exclusive property of the Company, shall be promptly disclosed to the Company, and Executive will
promptly execute and deliver all documents and do all other things necessary and proper to make all such information, data, ideas, customer lists or other material the absolute property of the Company. Executive agrees to assist the
Company in every proper way to obtain for the Company’s benefit copyrights, patents, or other appropriate legal protection for information, data, ideas, customer lists or other material that become the exclusive property of the
Company. Executive agrees to abide by the terms of the Employee Innovation and Proprietary Information Agreement entered into between Executive and the Company.
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| 13. |
Notices. Any notice required or desired to be given under this Agreement shall be deemed given if in writing and sent by certified mail to the
addresses set forth below. Notice shall be deemed given immediately if delivered in person or within three (3) days after mailing by certified mail to the following addresses:
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Xxxxx Xxxx
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Board of Directors
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4099 Scarlet Iris Place
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Iradimed Corporation
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Xxxxxx Xxxx, XX 00000
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0000 Xxxxx Xxxxxxx Xxxxx
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Xxxxxx Xxxxxxx, XX 00000
Attn: Corporate Secretary
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Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of
this paragraph for the giving of notice.
| 14. |
Assignment. Executive acknowledges that his services are unique and personal and that be therefore may not assign his rights or delegate his
duties under this Agreement. This Agreement shall inure to the benefit of and be binding on Iradimed, its successors and assigns, including, without limitation, any entity which is or may become affiliated with or related to
Iradimed.
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| 15. |
Waiver. Failure to insist upon strict compliance with any term or condition of this Agreement shall not he deemed a waiver of such term or
condition. The waiver of a breach of any term or condition of this Agreement by any party shall not be deemed to constitute the waiver of any other breach of the same or any other term of condition.
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| 16. |
Entire Agreement. This Agreement, the Non-Solicitation, Non-Compete and Confidentiality Agreement, and the Employee Innovation and Proprietary
Information Agreement contain the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations, or warranties relating to the subject matter of this
Agreement that are not set forth herein. No modification of this Agreement shalt be valid unless made in writing and signed by the parties hereto. Section headings are for
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convenience only, and are neither a part of this Agreement nor a limitation of the scope of the particular sections to which they refer.
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| 17. |
Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida.
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| 18. |
Severability. The provisions of this Agreement are severable, and if any provision(s) or any part of any provision(s) is held to be illegal, void
or invalid under applicable law, such provision(s) may be changed to the extent reasonably necessary to make the provision(s), as so changed, legal, valid and binding, and to reflect the original intentions of the parties as nearly as
possible in accordance with applicable law. This Agreement shall be construed according to its fair meaning and not strictly for or against either party.
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| 19. |
Venue and Jurisdiction. The parties to this Agreement hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of
any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of the courts of the State of Florida and/or the United States District Court for the Middle District of Florida,
Orlando Division.
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| 20. |
Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as signatories.
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| 21. |
Attorneys Fees and Costs. In the event of any
litigation, including arbitration, between or among the parties arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs incurred and reasonable attorneys’
fees, including attorneys’ fees in all investigations, arbitrations, trials, bankruptcies and appeals. If any dispute arising out of or relating to this Agreement is submitted to arbitration, the arbitrator or arbitrators shall have
the power and authority to, and the parties herby direct that such arbitrator or arbitrators shall, determine entitlement to attorneys’ fees and costs, and the amount of such attorneys’ fees and costs, to be awarded to the prevailing
party. The parties agree and acknowledge that this provision, while it references arbitration, shall not be read to require the parties to submit to arbitration unless they agree to submit to arbitration in a separate, explicit,
provision of this Agreement or in a separate written agreement.
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[signature page follows]
CONFIDENTIAL
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
IRADIMED CORPORATION
| /s/ Xxxxxxx Xxxxx | |
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Xxxxxxx Xxxxx
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Compensation Committee Chairman of the Board of Directors
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EXECUTIVE
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| /s/ Xxxxx Xxxx | |
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Xxxxx Xxxx
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CONFIDENTIAL
NON-SOLICITATION, NON-COMPETE AND CONFIDENTIALITY
AGREEMENT
This Agreement is made as of the 24th day of July, 2014 (“Effective Date”) in favor of IRADIMED CORPORATION, having offices at 0000 Xxxxx Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxx, Xxxxxxx (the “Company”) by XXXXX XXXX whose address is 0000 Xxxxxxx Xxxx Xxxxx, Xxxxxx Xxxx, XX 00000 (“Executive”). In consideration of Executive’s employment or continued employment with the Company and other good
and valuable consideration, the sufficiency of which Executive hereby acknowledges, Executive agrees as follows:
| 1. |
Confidentiality. As a result of employment with Company, Executive has access to confidential material and information belonging to the company
including, without limitation, client lists, pricing information, procedure manuals, employee records, client records, sales and marketing techniques, computer programs, the identity of specialized consultants and contractors, and
management strategies. This confidential information was acquired or developed by the Company at considerable expense. It is therefore, a unique and valuable asset of the Company and its remaining confidential is of extreme
importance to Company. Executive acknowledges that importance of any confidential information made available to or acquired by Executive in the course of employment hereunder to any person, firm, corporation, association or other
entity for any reason or purpose.
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| 2. |
Non-Solicitation. If Executive’s employment is terminated for any reason, whether by Executive or by Company, with or without cause, Executive
agrees that he will not, for a period of one (1) year after termination of employment, directly or indirectly, for himself or on behalf of any other person or entity, solicit, interfere with, accept business from or otherwise endeavor
to entice away from the Company any employee of the Company or its Affiliates.
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If Executive’s employment is terminated by Executive other than for Good Reason or Executive is terminated by the Company for Cause, each as
defined in Executive’s Employment Agreement, Executive agrees, for a period of one (1) year from the last date of employment with Company not to directly or indirectly, for himself or on behalf of any other person or entity, solicit, interfere
with, accept business from or otherwise endeavor to entice away from the Company any Client of the Company. For purposes of this Agreement, the term ‘‘Affiliate” shall mean any company that directly or indirectly controls, is controlled by
or is under common control with the Company. For purposes of this Agreement, the terms “Client” shall mean any person or entity that purchased products from or received service of any type from Company during the one (l) year period
immediately preceding the last day of Executive’s employment with company and any person or entity that Company has solicited to sell products to or provide service to during the one (1) year period preceding the last day of Executives employment
with Company.
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CONFIDENTIAL
| 3. |
Non-Competition. If Executive’s employment is terminated by Executive other than for Good Reason or Executive is terminated by the Company for
Cause, Executive agrees, for a period of one (l) year from the last date of employment with Company not to engage, directly or indirectly, in the same or substantially the same line of business as
Company, not to act as an officer, director, shareholder, employee, consultant, agent, proprietor or independent contractor, or provide any services to any person or entity in the same or substantially the same business as Company,
and not to engage in any activity which would have the effect of competing with or tending to direct business away from Company. The foregoing restrictions shall not be construed to prohibit the ownership by Executive of not more
than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Exchange Act of 1934, provided that such
ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its
financial obligations, otherwise takes any part in its business (other than exercising his rights as a shareholder), or seeks to do any of the foregoing.
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| 4. |
Non-Disparagement. It is understood that Executive may not always agree with the policies, procedures and practices of Company. Executive agrees,
however, that it is Executive’s duty to support the Company and its actions and, therefore, agrees that during or after the terms of this Agreement, Executive will not criticize or make any disparaging remarks about Company, its
Affiliates or its or their officers, managers, attorneys or other employees.
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| 5. |
Breach and Remedies. By executing this Agreement, Executive acknowledges that this Agreement is assignable by Company and acknowledges that a
breach of this agreement will give rise to irreparable and continuing injury to the Company, and further agrees that the Company or its successors and assigns may obtain injunctive relief against the breach or threatened breach of
this Agreement, in addition to any other legal remedies which may be available to it. If any court refuses to enforce this Agreement or any provision hereof, because it is more extensive (as to time, geographic area, definition of
Client or otherwise) than is necessary to protect the business and goodwill of the company, Executive agrees that this Agreement, or the offending provision, shall be modified to the extent necessary to permit the terms hereof to be
enforced in any such legal proceeding. Executive understands that all obligations under this Agreement shall survive termination or expiration of Executive’s employment with Company.
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| 6. |
Return of Company Property. On termination of employment, Executive shall immediately deliver all records, customer lists, notes, data memoranda,
and equipment of any nature that are in Executive’s possession or under his control and that are the property of the Company or relate to the employment or to the business of the Company.
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[signature page follows]
Agreed and accepted as of the date first written above.
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CONFIDENTIAL
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EXECUTIVE
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| /s/ Xxxxx Xxxx | |
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Xxxxx Xxxx
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