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Exhibit 10.9
Employment Agreement Between the Company and Xxxx X. Xxxxx
ZOLL MEDICAL CORPORATION
00 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
July 19, 1996
Xxxx X. Xxxxx
00 Xxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Rolf:
This Employment Agreement (the "Agreement") is entered into by and between
you, Xxxx Xxxxx, and Xxxx Medical Corporation, a Massachusetts company (the
"Company") with its principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx. In consideration of the mutual promises set forth in this
Agreement, the parties agree:
1. You shall be employed by the Company as its Chairman of the Board of
Directors and Chief Executive Officer, effective June 4, 1996, and
shall have all powers and duties consistent with those positions,
subject to the direction of the Company's Board of Directors.
2. You will devote your best efforts, business judgment, skill and
knowledge to the advancement of the business and interests of the
Company and its affiliates, and to the discharge of your duties and
responsibilities hereunder.
3. Your salary shall initially be $250,000 per year, subject to increase
from time to time as determined by the Board of Directors. In addition,
you shall be entitled to receive stock options which may be awarded
from time to time. All options (the "Options") to purchase common stock
of the Company which you may be awarded under the Company's stock
option plans shall vest fully upon the occurrence of a "Change of
Control" (as such term is defined in the 1992 Stock Incentive Plan).
4. You shall be entitled to the number of paid vacation days specified by
the Company's normal vacation policy, to be taken at such times and
intervals as shall be determined by you, subject to the reasonable
business needs of the Company. You shall be entitled to participate in
and enjoy the benefit of the Company's employee benefit plans generally
available to the Company's management from time to time. Participation
shall be subject to the terms of the applicable plan documents and the
discretion of the Board of Directors or any administrative or other
committee provided for in or contemplated by such plan. The Company may
alter, modify, add to or delete its employee benefit plans as they
apply to the Company's management at such times and in such manner as
the Company determines to be appropriate, without recourse by you.
5. Your employment shall automatically terminate upon your death or may be
terminated by the Company on account of your total disability from
performing your duties for the Company for a period of thirteen
consecutive weeks. Either you or the Company may
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terminate your employment upon 30 days notice. If the Company
terminates your employment without "Cause" (as hereafter defined), it
shall continue to pay the salary in effect at the time of your
termination for a period of twelve months following such 30 day notice
period and shall provide you with reasonable and customary outplacement
services for one year or, if shorter, until a new position is accepted
by you. Any Options which may be outstanding shall continue to vest
during such twelve-month period as if you were employed for such
period. For purposes of this Agreement, "Cause" shall mean: (1)
material breach of this Agreement, (2) conviction of a crime involving
moral turpitude or dishonesty, or (3) conduct on your part which is
reasonably determined in good faith by the Board of Directors of the
Company other than you to demonstrate gross unfitness to serve.
6. In the event that your employment is terminated for any reason, you
agree that for a period of three years after termination you will not
(i) directly or indirectly, be employed by, affiliated with, direct the
business of or act on behalf of a business that competes with the
Company or its affiliates; (ii) solicit, induce, or attempt to solicit
or induce any person employed by the Company; or (iii) accept
employment with a competing business.
7. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
Very truly yours,
ZOLL MEDICAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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The foregoing is accepted:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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