AGREEMENT
Exhibit
10.2
AGREEMENT
This
Agreement is made and entered this ____ day of ____________, 200_, by and
between _________________ (“Executive”) and Allied Healthcare Products,
Inc.
WHEREAS,
Executive is employed by the Company in a senior management position reporting
directly to the Company’s chief executive officer and the Company desires to
assure the continued services of Executive prior to and in the event of any
“Change of Control” of the Company, as hereinafter defined,
NOW
THEREFORE, Executive and Company agree as follows:
In
the
event that there shall occur a “Change of Control” of the Company, and in the
further event that within one year following the date of such Change of Control
Executive shall:
(a)
resign his employment and position with the Company following
(i)
any
notification of Executive by the Company or its successor that Executive will
be
required to relocate his office to a location more than thirty (30) miles from
its present location, or
(ii)
Executive being subjected to, or requested by the Company or its successor
to
agree to, any material adverse changes in the scope, duties and responsibilities
and authority which is part of Executive’s current position or any reduction in
title or compensation (it being agreed, however, that circumstances which result
in the Company no longer being required to file periodic reports under the
Securities Exchange Act of 1934 shall not be deemed to constitute a material
adverse change in the scope, duties and responsibility or authority of
Executive), or
(iii)
Executive being subjected to a material and adverse diminution of access to
the
chief executive officer of the Company or its successor, or to a working
environment which renders it impossible for him to perform his duties and
responsibility to the best of his ability, or
(b)
be
involuntarily terminated as an officer and employee by the Company or its
successor other than for reasons of gross or willful misconduct (with the term
gross or willful misconduct understood to include any arrest or indictment
by
competent authority based on the alleged commission of a felony and also
including any material nonfeasance of Executive’s duties and responsibilities as
the same existed prior to the date of the Change of Control),
then
upon
such resignation or termination Executive shall be entitled, in addition to
any
other severance or rights due him under any other agreement, contract, plan
or
provision (whether applicable to Executive individually or to the Company’s
employees generally), to receive from the Company:
1
(a)
a
lump sum payment equal to one year’s base salary payable within 30 days
following such resignation or termination and payable net of withholding for
income and other federal and state taxes due thereon; plus
(b)
reimbursement for Executive’s cost of continued group health insurance (either
as an employee of the Company or pursuant to “COBRA” elections arising from the
termination of employment) for a period ending one year following such
termination;
(c)
to be
provided with career transitioning services at a cost not to exceed $10,000
utilizing an outplacement or counseling service chosen by Executive and
reasonably acceptable to the Company or its successor.
The
entitlement to the payments stipulated and agreed herein will not be diminished
or offset by any compensation received by Executive from any other source but
shall be in lieu of any other severance benefits to which Executive would
otherwise be entitled. Executive agrees that the other provisions of any
confidentiality, non-disclosure or non-competition agreement with the Company
shall continue in force in accordance with their respective terms.
For
purposes of the foregoing, a “Change of Control” shall mean
(a) the
acquisition by a person other than Xxxxxxx Management Company (or any other
person or entity controlled by or under common control with Xxxx X. Xxxx or
by a
trustee or personal representative designated by said Xxxx X. Xxxx) of
beneficial ownership of more than fifty percent (50%) of the outstanding common
stock of the Company (as beneficial ownership is determined under Section 13(d)
of the Securities Exchange Act ; or
(b) a
merger
or consolidation with another company or entity (regardless of whether the
Company of another entity is the surviving or resulting entity of such merger
or
consolidation) other than a merger or consolidation in which immediately upon
giving effect to such merger or consolidation, the persons who were holders
of
the common stock of the Company immediately prior thereto continue to be the
holders of at least sixty percent (60%) of
the
surviving or resulting entity; or
(c)
a
sale of
all or substantially all the assets and operations of the Company to a successor
entity.
A
transaction pursuant to which the Company ceases to be required to file periodic
or interim reports under the Securities Exchange Act of 1934 shall not
constitute a “Change of Control” unless accompanied by a transaction in the form
of (a), (b) or (c) above.
Anything
to the contrary herein notwithstanding, Executive understands and acknowledges
that this Agreement does not constitute a contract of employment and does not
guarantee employment for any period of time.
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IN
WITNESS WHEREOF, this Agreement has been executed as of the date first written
above.
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Allied
Healthcare Products, Inc.
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____________________________
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Executive
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By:_______________________
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Xxxx
Xxxxxxxx, President
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