EXHIBIT A
AMENDMENT TO OFFER OF EMPLOYMENT LETTER
This document is an Amendment to "Letter of Employment Agreement" made
by and between Intermagnetics General Corporation, a corporation having a
principal place of business at 000 Xxx Xxxxxxxxx Xxxx, Xxxxxx, Xxx Xxxx
00000-0000 ("Company") and Xxxxx X. Xxxxxxx, an individual having a residence
address of 00000 Xxx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000 ("Xxxxxxx").
RECITALS
Company and Xxxxxxx have entered an Offer of "Employment Letter" (as
executed by both parties) agreement dated March 20, 1997 (the "Letter").
Company and Xxxxxxx desire that the terms of the Letter, as clarified
by this Amendment, shall serve as a mutually binding employment agreement under
which Xxxxxxx shall be employed by the Company and agrees to devote his full
time, attention and energy thereto, as its President and Chief Operating
Officer, reporting to the Chief Executive Officer of the Company.
In consideration of the premises, the mutual covenants and agreements
contained in the Letter and this Amendment, as well as other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by both
parties, Xxxxxxx and the Company agree as follows:
1. Incorporation of Amendment. The terms and conditions of the Letter
(a copy to which this Amendment is annexed as Exhibit A) as
explained and clarified by this Amendment are incorporated into the
Letter as fully set forth in this document.
2. Term of Employment. Xxxxxxx'x employment by the Company pursuant to
this Amendment (the "Term") shall commence on Xxxxxxx'x first day
of employment by the Company and shall continue for two (2)
consecutive years, including a possible one year "termination").
Xxxxxxx'x annual base compensation throughout the Term (the "Base
Salary") shall be at a minimum of $180,000.00. As used in this
Amendment, the phrase "year" shall refer to a three hundred and
sixty-five (365) day period.
3. Termination.
A. In the event that the Company terminates Xxxxxxx'x employment
or this Letter/Amendment involuntarily any time prior to the
end or during the first year of the Term, other than "for
cause", Company will pay Xxxxxxx (1) in a lump sum, a severance
equal to the difference between two times the amount of his
then current Base Salary less the amount of then current Base
Salary paid to Xxxxxxx on the effective date of such
termination; plus if applicable, (ii) the "performance bonus"
described in paragraph 2, page 1 of the Letter. The salary used
to calculate the said performance bonus shall be Xxxxxxx'x then
current total annual Base Salary rate.
B. In the event that the Company terminates Xxxxxxx'x employment
involuntarily any time during or after the second year of the
Term, other than "for cause", the
Company will pay Xxxxxxx in a lump sum, a severance payment
equal to one full year of his then current Base Salary. The
provisions of this paragraph 3-B shall survive the expiration
or other termination of this Amendment and continue throughout
Xxxxxxx'x employment by the Company.
C. The Company shall withhold from any such one year severance
payment required by paragraphs 3-A or B all income, payroll and
employment taxes required by applicable law or regulation to be
withheld. The Company shall pay Xxxxxxx any xxxxxxxxx payment
due under the terms of paragraphs 3-A or 3-B within thirty (30)
days after the effective date of any such involuntary
termination; as well as any performance bonus earned within
thirty (30) days after the final audited results of fiscal year
1998 are accepted by the Board of Directors.
D. As used in this Amendment, the phrase "for cause" shall mean
and shall be limited to involuntary termination in case of;
Xxxxxxx'x conviction or plea of guilty or no contest to any
crime involving moral turpitude; Xxxxxxx'x misrepresentation of
a material fact, dishonesty or misappropriation of funds, or
concealment of a material fact from the Company's Chief
Executive Officer; or Xxxxxxx'x willful violation of any
material rule, regulation or policy that may be established
from time to time for the conduct of the Company's business of
which Xxxxxxx is aware of or has notice.
E. The payments due under this paragraph 3 do not prevent Xxxxxxx
from competing with the Company after the effective date of any
involuntary termination of his employment, provided he
maintains his obligations and observes the terms of the
confidentiality agreement signed by him upon entering
employment with the Company.
4. Signing Bonus. With respect to the "earned bonus"/"signing bonus"
referred to in paragraph 3, page 1 of the Letter, the Company will
pay Xxxxxxx a $32,500.00 signing bonus within thirty-sixth (30-60)
days of the date that Xxxxxxx provides the Company with a copy of
Oxford Instrument, Inc.'s ("Oxford") written bonus scheme, and
provides a signed affidavit that Xxxxxxx has forfeited all bonus
entitlements from Oxford for the 1996/97 fiscal year.
5. Moving Expenses.
A. The "house" referred to in paragraph 6, page 1 of the Letter
includes two separately deeded properties: one for Xxxxxxx'x
home and surrounding lot and one for an adjoining lot. The
appraisals described in paragraph 6, page 1 of the Letter shall
be prepared by three Tennessee State-certified appraisers, and
the cost of those three appraisals, shall be shared equally by
Xxxxxxx and the Company. If Xxxxxxx is unable to sell the
"home" within ninety (90) days of the date of start of
employment, the Company or its designee will purchase the home
from Xxxxxxx and his wife at a purchase price equal to the
greater of (1) the average of the three appraisals referenced
above or (ii) Xxxxxxx and his wife's documented cost basis as
defined per IRS guidelines. Detailed information on such
additional costs will be provided by Xxxxxxx to the Company in
the event that purchase of the "home" by the company is
required.
B. The "reasonable and actual moving expenses" referred to in
paragraph 6, page 1 of the Letter shall include Xxxxxxx'x house
sale related realtor, legal and closing costs, and all such
reasonable and actual moving expenses shall be reimbursed by
the Company within thirty (30) days after Xxxxxxx'x submission
to the Company of reasonable evidence of payment thereof.
C. The one month's salary to cover "sundry expenditures"
referenced in paragraph 6, page 1 of the Letter shall be paid
by the Company to Xxxxxxx within thirty to sixty (30-60) days
of his start of employment by the Company.
6. References. After the execution of the Letter/Amendment, Xxxxxxx
will supply the three additional personal and business references
requested in paragraph 4, page 2 of the Letter.
7. Entire Amendment. This Amendment, including the Letter, constitutes
the entire written understanding and employment agreement between
the Company and Xxxxxxx with regard to all matters therein. This
Amendment may be changed only in a writing signed by both parties.
8. Severability. If any provision of this Letter/Amendment shall be
held, be deemed to be or shall in fact be invalid, inoperative or
unenforceable by law, such circumstances shall not have the effect
of rendering the provision(s) in question or any other provision(s)
in this Letter/Amendment invalid, and this Letter/Amendment shall
be reformed and construed as if the invalid, inoperative or
unenforceable provision had never been contained herein and the
provision reformed so that it would be valid, operative and
enforceable to the maximum extent permitted.
9. Remedies Cumulative; No Waiver. No remedy conferred upon the
Company by this Amendment is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and
shall be in addition to any other remedy given hereunder or now or
hereafter existing at law or in equity. No delay or omission by the
Company in exercising any right, remedy or power hereunder or
existing at law or in equity shall be construed as a waiver
thereof, and any such right, remedy or power may be exercised by
the Company from time to time and as often as may be deemed
expedient or necessary by the Company in its sole discretion.
Intermagnetics General Corporation
Dated April 1st, 1997 By: /s/ Xxxx X. Xxxxxx
--------------- ---------------------
Xxxx X. Xxxxxx
Chairman of the Board and
Chief Executive Officer
Xxxxx X. Xxxxxxx
Dated 1 April, 1997 /s/ Xxxxx Xxxxxxx
------------- -----------------
