EMPLOYMENT AGREEMENT
Exhibit
99.2
EMPLOYMENT
AGREEMENT (the “Agreement”) entered into as of September 4, 2007 (the “Effective
Date”) by and between Accellent Inc. (the “Company”) and Xxxxxx Xxxxxxxx (the
“Executive”).
WHEREAS,
the Company desires to employ Executive and to enter into an agreement embodying
the terms of such employment;
WHEREAS,
Executive desires to accept such employment and enter into such an
agreement;
NOW
THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration, the parties agree as
follows:
1. Term
of Employment. Subject to the provisions of Section 8 of this
Agreement, Executive shall be employed by the Company for a period commencing
the date hereof, and ending on the second anniversary thereof (the “Initial
Term”) on the terms and subject to the conditions set
forth in this Agreement. Following the Initial Term, the
Agreement shall automatically be renewed for additional terms of one year on
each anniversary of the last day of the Initial Term (the Initial Term and
any
annual extensions of the term of this Agreement, together, the “Employment
Term”), subject to Section 8 of this Agreement, unless the Company or the
Executive provides the other party with written notice at least ninety (90)
days
prior to the expiration of the Employment Term of the intent not to renew the
Employment Term.
2. Position.
a. During
the Employment Term, Executive shall serve as the Executive Vice President
and
Chief Financial Officer of the Company and its subsidiaries. The
Executive shall report directly and exclusively to the Chief Executive Officer
and the Board of Directors (the “Board”) of the Company. In such
positions, Executive shall have such duties and authority as the Chief Executive
Officer and the Board shall assign to him, which shall be commensurate with
the
position of a chief financial officer of a company of similar size and
nature. The Executive shall primarily perform his duties hereunder at
the Company’s offices located in Wilmington, Massachusetts (or at such other
office location as may be within a thirty-five (35) mile radius from the
Company’s current offices in Wilmington, Massachusetts), unless the Executive
consents in writing to the relocation of the Company’s offices, in which case
the Executive shall primarily perform his duties hereunder at such new
location(s).
b. During
the Employment Term, Executive will devote substantially all of Executive’s
business time, and will devote Executive’s personal efforts, to the performance
of Executive’s duties hereunder and will not engage in any other business,
profession or occupation for compensation or otherwise which would materially
conflict or materially interfere with the rendition of such services either
directly or indirectly, without the prior written consent of the Board;
provided, however, that nothing herein shall preclude Executive,
(i) subject to the prior approval of the Board, such approval not to be
unreasonably withheld, from accepting appointment to or continue to serve on
any
board of directors or trustees of any business corporation or any charitable
organization or (ii) from managing his personal and family investments;
provided, however, in each case, and in the aggregate, that such
activities do not materially conflict or materially interfere with the
performance of Executive’s duties hereunder or conflict with Section
9.
3. Base
Salary. During the Employment Term, the Company shall pay
Executive a base salary at the annual rate of $360,000, payable in substantially
equal periodic payments in accordance with the Company’s practices for other
executive employees, as such practices may be determined from time to
time. Executive shall be entitled to such increases in Executive’s
base salary, if any, as may be determined from time to time in the sole
discretion of the Board. Executive’s annual base salary, as in effect
from time to time, is hereinafter referred to as the “Base
Salary.” Once increased, the Executive’s Base Salary shall not be
decreased below such increased amount.
4. Annual
Bonus. With respect to each full fiscal year during the
Employment Term, Executive shall be eligible to earn an annual bonus award
(an
“Annual Bonus”), with a target bonus amount equal to 60% of Executive’s Base
Salary (the “Target Bonus”) based upon the achievement of reasonable performance
goals established by the Board, provided, that to the extent that any
portion of the achievement of the goals or amount of the Annual Bonus shall
be
based on a subjective criteria, that portion of the achievement of the goals
or
Annual Bonus shall be as determined in the sole, good faith discretion of the
Board. In addition, in the sole discretion of the Board, Executive
may be eligible to earn an Annual Bonus in excess of the Target Bonus, up to
one
and one-half times the Target Bonus. In addition, the Board shall
establish certain threshold performance goals, which the Company must achieve
before Executive shall be entitled to earn any Annual Bonus. All
Annual Bonus amounts shall otherwise be paid in accordance with the Company’s
annual incentive plan or policy. Notwithstanding the foregoing,
Executive shall receive an Annual Bonus for the fiscal year ending December
31,
2007 in an amount equal to Executive’s entitlement for such year multiplied by a
fraction, the numerator of which is the number of days actually worked by such
Executive during the fiscal year and the denominator of which is
365. All such Annual Bonus amounts shall otherwise be paid in
accordance with the Company’s annual incentive plan or policy, subject to the
terms of this Agreement.
5. Equity
Arrangements. Prior to or simultaneously with the commencement of
the Employment Term, Executive shall invest $150,000 in common stock of the
Company’s parent company, Accellent Holdings, Corp. (“Common Stock”) at a per
share purchase price of $4.00 (the “Per Share Price”), which is intended to be
the Fair Market Value (as defined in the 2005 Equity Plan for Key Employees
of
Accellent Holdings, Corp. and its Subsidiaries and Affiliates) on the date
of
purchase. In addition, Executive shall receive the grant of an option
to acquire 1,000,000 outstanding shares of Common Stock, at an exercise price
equal to the Per Share Price on the date of grant (the “Option).
The
foregoing equity arrangements shall be governed by the terms and conditions
of
certain documents, including a Management Stockholder’s Agreement, the 2005
Equity Plan for Key Employees of Accellent Holdings, Corp. and its Subsidiaries
and Affiliates, Stock Option Agreement, Sale Participation Agreement, and
Registration Rights Agreement, in the forms attached hereto (collectively,
the
“Management Equity Documents”).
6. Employee
Benefits. During the Employment Term, Executive shall be entitled
to participate in the Company’s employee benefit plans as in effect from time to
time (collectively “Employee Benefits”), on the same basis as those benefits are
generally made available to other senior executives of the Company.
7. Business
Expenses and Perquisites.
a. Expenses. During
the Employment Term, reasonable business expenses incurred by Executive in
the
performance of Executive’s duties hereunder shall be reimbursed by the Company
in accordance with Company policies.
b. Relocation
Expenses. The Company shall reimburse the Executive for all
reasonable, standard and customary relocation costs and expenses pursuant to
the
terms of the Company’s relocation policy, except that (i) coverage under such
policy shall continue for 120 days rather than 60 days as provided thereunder,
and (ii) Executive shall be entitled to coverage for six trips to the
Philadelphia area from the Boston area, rather than the three trips covered
thereunder.
8. Termination. The
Employment Term and Executive’s employment hereunder may be terminated by either
party at any time and for any reason; provided, however, the
terminating party will be required to give the other party at least ninety
(90)
days advance written notice of any resignation or termination, as applicable,
of
Executive’s employment; provided, further, however, that
the Company may, in its discretion, waive all or any portion of such notice
requirement from the Executive upon his resignation. In the event
that the Company waives all or any portion of such notice requirement from
the
Executive and therefore causes Executive’s employment to be terminated, in no
event shall such waiver constitute a termination without Cause by the Company
(as described in Section 8(c) below).
a. By
the
Company For Cause or By Executive Resignation Without Good
Reason.
(i) The
Employment Term and Executive’s employment hereunder may be terminated by the
Company for Cause (as defined below) immediately, without prior written notice
thereof, and shall terminate automatically (subject to the notice requirements,
which may be waived by the Company, as described above in this Section 8) upon
Executive’s resignation without Good Reason (as defined in Section
8(c)).
(ii) For
purposes of this Agreement, “Cause” shall mean (A) Executive’s continued failure
to substantially perform Executive’s duties hereunder (other than as a result of
total or partial incapacity due to physical or mental illness) which is not
cured within 10 days following receipt by the Executive of written notice from
the Company detailing such failure, (B) Employee’s conviction of a (x) felony or
(y) a misdemeanor involving the Company, (C) Executive’s willful malfeasance or
willful gross misconduct or (iv) a breach by Executive of the material terms
of
Section 9 of this Agreement; provided, that, “Cause” shall only
exist if the Executive fails to cure such event within 10 days after receipt
from the Company of written notice of the event which constitutes “Cause”; and
provided further“Cause” shall cease to exist for an event on
the 90th day
following the later of its occurrence or the Company’s knowledge thereof if the
Company has not terminated the Executive’s employment by such time.
(iii) If
Executive’s employment is terminated by the Company for Cause, or if Executive
resigns without Good Reason, then the Executive (subject to the Executive’s
execution and non-revocation of a general waiver and release of claims against
the Company in a form acceptable to the Company)shall be entitled to
receive:
(A) the
Base
Salary through the date of termination and any earned but unpaid Annual Bonus
for the prior year and any accrued but unpaid vacation;
(B) reimbursement
for any unreimbursed business expenses properly incurred by Executive in
accordance with Company policy prior to the date of Executive’s termination;
and
(C) such
employee benefits (described in Section 6(a) above), if any, as to which
Executive may be entitled under the employee benefit plans of the Company (the
amounts described in clauses (A) through (C) hereof being referred to as the
“Accrued Rights”).
Following
such termination of Executive’s employment by the Company for Cause or
resignation by Executive without Good Reason, except as set forth in this
Section 8(a)(iii), Executive shall have no further rights to any compensation
or
any other benefits under this Agreement other than for rights to indemnification
and directors and officers liability insurance as provided herein;
provided, however, that the treatment of any equity rights held by
Executive immediately prior to any such termination shall be subject to the
applicable terms of the Management Equity Documents.
b. Disability
or Death.
(i) The
Employment Term and Executive’s employment hereunder shall terminate upon
Executive’s death and may be terminated by the Company if a determination is
made, at the request of Executive or upon the reasonable request of the Company
set forth in a notice to Executive, by a physician selected by the Company
and
Executive, that Executive is unable to perform his duties as an employee of
the
Company or its subsidiaries and in all reasonable medical likelihood such
inability will continue for a period in excess of 180 consecutive days (such
inability is hereinafter referred to as “Disability” or being
“Disabled”). Any question as to the existence of the Disability of
Executive as to which Executive and the Company cannot agree shall be determined
in writing by a qualified independent physician mutually acceptable to Executive
and the Company. If Executive and the Company cannot agree as to a
qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the
Company and Executive shall be final and conclusive for all purposes of the
Agreement. Notwithstanding any such determination, in the event
Executive is Disabled, the Company shall, pursuant to a Company employee benefit
plan or otherwise, cause Executive to continue to receive the then Base Salary
(or such other salary continuation as may be provided pursuant to any Company
employee benefit plan) and welfare benefits (in accordance with the applicable
Company employee benefit plan under which Executive receives such benefits
immediately prior to such Disability) until the earlier to occur of (x) six
months after the date Executive is determined to be Disabled and (y) such time
as Executive commences coverage pursuant to the Company’s long-term disability
plan.
(ii) Upon
termination of Executive’s employment hereunder for either Disability or death,
Executive or Executive’s estate (as the case may be) shall be entitled to
receive:
(A) the
Accrued Rights; and
(B) a
lump
sum pro rata portion of any Annual Bonus, if any, that Executive would have
been
entitled to receive pursuant to Section 4 hereof in such year based upon the
percentage of the fiscal year that shall have elapsed through the date of
Executive’s termination of employment, payable when such Annual Bonus would have
otherwise been payable had Executive’s employment not terminated, based on the
Target for the fiscal year in which termination occurs (the “Pro-Rata
Bonus”).
Following
Executive’s termination of employment due to death or Disability, except as set
forth in this Section 8(b)(i) and 8(b)(ii), Executive shall have no further
rights to any compensation or any other benefits under this Agreement other
than
for rights to indemnification and directors and officers liability insurance
as
provided herein; provided, however, that the treatment of any
equity rights held by Executive immediately prior to any such termination shall
be subject to the applicable terms of the Management Equity
Documents.
c. By
the
Company Without Cause or Resignation by Executive for Good
Reason.
(i) The
Employment Term and Executive’s employment hereunder may be terminated by the
Company without Cause, or by Executive’s resignation for Good Reason (subject to
the notice requirements, which may be waived by the Company, as described above
in this Section 8, and to the provision of Section 8(c)(ii),
below). In addition to the foregoing, a notice of non-extension of
the Employment Term by the Company shall be deemed to be a termination of the
Executive’s employment without Cause as of the date the Company notifies
Executive in writing of such non-extension.
(ii) For
purposes of this Agreement, “Good Reason” shall mean, without Executive’s
consent, (A) a reduction in Executive’s base salary or annual bonus opportunity,
(B) a substantial reduction in Executive’s duties, authorities, and
responsibilities, (C) a transfer of Executive’s primary workplace by more than
thirty-five (35) miles from the Company’s offices in Wilmington, Massachusetts;
providedthat Section 8(c)(ii) shall constitute Good Reason only if
the Company fails to cure such event within 10 days after receipt from Executive
of written notice of the event which constitutes Good Reason; and
provided, further, that “Good Reason” shall cease to exist for an
event on the 90th day following
the
later of its occurrence or Executive’s knowledge thereof, unless Executive has
given the Company written notice thereof prior to such date.
(iii) If
Executive’s employment is terminated by the Company without Cause (other than by
reason of death or Disability) or if Executive resigns for Good Reason,
Executive shall be entitled to receive:
(A) the
Accrued Rights plus payment of the Pro-Rata Bonus; and
(B) subject
to Executive’s continued compliance with the provisions of Section 9, payment in
equal installments over eighteen months (the “Severance Period”) of an amount
equal to (a) the present value (using an 8% discount rate) of one and one half
times the sum of (x) Executive’s then Base Salary and (y) Executive’s Annual
Bonuses, if any, earned or payable in respect of the fiscal year of the Company
prior to the fiscal year in which the Executive’s employment is terminated,
reduced by (b) the present value (using an 8% discount rate) of any other cash
severance or termination benefits payable to Executive under any other plans,
programs or arrangements of the Company or its affiliates; and provided,
further, that if there occurs a Change of Control and the Executive’s
employment terminates pursuant to this Section 8(c) (whether in anticipation
of
a Change of Control or thereafter), the amount to which Executive shall be
entitled hereunder shall be paid in one lump sum.
(C) Executive
and his spouse and eligible dependents (to the extent covered immediately prior
to such termination) shall continue to be eligible to participate in all of
the
Company’s group health plans to the extent that Executive elects COBRA health
care continuation coverage under Section 4980B of the Internal Revenue Code
of
1986, as amended, (the “Code”), or any replacement or successor provision
of United States tax law, and the Company shall pay Executive’s costs for such
coverage, during the Severance Period, or, if earlier, until such time as the
Executive becomes employed by another employer (whether or not he is offered
coverage under the benefit plans of the new employer). The COBRA health care
continuation coverage period shall run concurrently with the Severance
Period.
Following
Executive’s termination of employment by the Company without Cause (other than
by reason of Executive’s death or Disability) or by Executive’s resignation for
Good Reason, except as set forth in this Section 8(c)(iii), Executive shall
have
no further rights to any compensation or any other benefits under this Agreement
other than for rights to indemnification and directors and officers liability
insurance as provided herein; provided, however, that the
treatment of any equity rights held by Executive immediately prior to any such
termination shall be subject to the applicable terms of the Management Equity
Documents.
d. Notice
of Termination; Payment of Lump Sum Amounts. (i) Any purported
termination of employment by the Company or by Executive (other than due to
Executive’s death) as set forth above in this Section 8 shall be communicated by
written Notice of Termination to the other party hereto in accordance with
Section 11(h) hereof. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
employment under the provision so indicated. Notwithstanding any
other provision of this Agreement, the provisions of this Section 8 shall
exclusively govern Executive’s rights upon termination of employment with the
Company and its affiliates.
(ii) For
purposes of this Section 8, except with respect to the Pro-Rata Bonus, all
amounts required to be paid in a lump sum pursuant to any subsection of this
Section 8 shall be required to be made within thirty (30) business days after
the date of the termination of Executive’s employment.
9. Non-Competition.
a. Executive
acknowledges and recognizes the highly competitive nature of the businesses
of
the Company and its affiliates and accordingly agrees, effective as of the
date
of Executive’s commencement of employment with the Company, without the
Company’s prior written consent, Executive shall not, directly or indirectly,
(i) at any time during or after Executive’s employment with the Company,
disclose any Confidential Information pertaining to the business of the Company
or any of its subsidiaries, except in connection with the performance of
Executive’s duties hereunder as he deems in good faith reasonably necessary or
desirable, or when required by law, administrative or judicial process; or
(ii)
at any time during the Noncompete Period (as hereinafter defined) directly
or
indirectly, (A) be engaged in or have a financial interest (other than a passive
ownership position of less than 5% in any company whose shares are publicly
traded or any non-voting non-convertible debt securities in any company or
any
investment the Executive owns through a mutual fund, private equity fund or
other pooled account) in any business which competes with a business of the
Company or any of its subsidiaries, which business of the Company (or any of
its
subsidiaries) provided, at least five percent (5%) of the gross revenues of
the
Company and its subsidiaries in the full fiscal year of the Company immediately
preceding the fiscal year in which Executive’s termination of employment occurs
or is expected to provide such level of gross revenues in the fiscal year of
such termination (any such business which so competes, a “Competitor”) or (B)
solicit or offer employment to any person (other than Executive’s secretary or
other personal assistant who reports directly to Executive) who is employed
by
the Company or any of its subsidiaries (or who has been employed by the Company
or any of its subsidiaries at any time during the six months immediately
preceding the termination of Executive’s employment); provided,
however, this restriction shall not apply to any person who shall
have
ceased to be employed by such entity for a period of at least six
months. Notwithstanding the foregoing, nothing herein shall prevent
Executive from working for a, subsidiary, division or other entity of an entity
that controls, directly or indirectly, another subsidiary, division or other
entity, that is a Competitor, so long as the entity, subsidiary or division
by
which Executive may be employed is not itself a Competitor. If
Executive is bound by any other agreement with the Company regarding the use
or
disclosure of confidential information, the provisions of this Agreement shall
be read in such a way as to further restrict and not to permit any more
extensive use or disclosure of confidential information. For purposes
of this Section 9, (x) “Noncompete Period” shall be defined as the period during
which Executive continues to be employed by the Company and a period of (i)
if
terminated within nine months after a new Chief Executive Officer is hired,
six
months following the date Executive ceases for any reason to be employed by
the
Company, or (ii) if terminated following the nine month period after a new
Chief
Executive Officer is hired, eighteen months following the date Executive ceases
for any reason to be employed by the Company, and (y) “Confidential Information”
shall mean all non-public information concerning trade secret, know-how,
software, developments, inventions, processes, technology, designs, the
financial data, strategic business plans or any proprietary or confidential
information, documents or materials in any form or media, including any of
the
foregoing relating to research, operations, finances, current and proposed
products and services, vendors, customers, advertising and marketing, and
other proprietary and confidential information of the Restricted
Group and Kohlberg Kravis Xxxxxxx Co. L.P. and its affiliates, but shall
specifically exclude information which has been previously disclosed to the
public by the Company or has otherwise become available to the public (other
than by reason of the Executive’s breach of Section 9(a)) and “Restricted Group”
shall mean, collectively, the Company and its subsidiaries.
b. Notwithstanding
clause (a) above, if at any time a court holds that the restrictions stated
in
such clause (a) are unreasonable or otherwise unenforceable under circumstances
then existing, the parties hereto agree that the maximum period, scope or
geographic area determined to be reasonable under such circumstances by such
court will be substituted for the stated period, scope or area.
c. The
provisions of this Section 9 are intended to supersede the terms contained
in
Section 24 of the Management Stockholder’s Agreement with respect to the
restrictive covenants contained therein.
10. Specific
Performance. Executive acknowledges and agrees that the Company’s
remedies at law for a breach or threatened breach of any of the provisions
of
Section 9 would be inadequate and the Company would suffer irreparable damages
as a result of such breach or threatened breach. In recognition of
this fact, Executive agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, the Company or its successors or
assigns, without posting any bond, may, in addition to other rights and remedies
existing in their favor, immediately apply to any court of competent
jurisdiction to equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable
remedy which may then be available; provided, further, that in the
event Executive actually breaches any of the provisions of Section 9, in
addition to the foregoing, the Company or its successors or assigns shall also
be entitled to cease making any payments or providing any benefit otherwise
required by this Agreement until the resolution of the proceedings related
to
such breach and its determination of the damages.
11. Miscellaneous.
a. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.
b. Entire
Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by
the
Company. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein. This Agreement
may not be altered, modified, or amended except by written instrument signed
by
the parties hereto.
c. No
Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver
of
such party’s rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
d. Severability. In
the event that any one or more of the provisions of this Agreement shall be
or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not
be
affected thereby.
e. Assignment. This
Agreement shall not be assignable by Executive. This Agreement may be
assigned by the Company to a successor in interest to substantially all of
the
business operations of the Company. The Company may also assign this
Agreement to an affiliate. Upon such assignment, the rights and
obligations of the Company hereunder shall become the rights and obligations
of
such affiliate or successor person or entity.
f. Mitigation/Set
Off. The Company’s obligation to pay Executive the amounts
provided and to make the arrangements provided hereunder shall not be subject
to
set-off, counterclaim or recoupment of amounts owed by Executive to the Company
or its affiliates except for any specific, stated amounts owed by the Executive
to the Company. In the event of any termination of employment
hereunder, the Executive shall be under no obligation to seek other employment
and there shall be no offset against any amounts due Executive under this
Agreement on account of any remuneration attributable to any subsequent
employment that Executive may obtain.
g. Indemnification. During
the Employment Period and for a period of five years following the Executive’s
termination of employment with the Company, the Company shall indemnify and
hold
harmless the Executive to the fullest extent permitted by law or the by-laws
of
the Company for any action or inaction of Executive while serving as an officer
or director of the Company or, at the Company’s request, as an officer or
director of any other entity or as a fiduciary of any benefit plan, except
for
any activity by the Executive that constitutes gross negligence or is
self-enriching. The Company shall cover the Executive under directors
and officers liability insurance both during and, while potential liability
exists, after the Employment Term in the same amount and to the same extent
as
the Company covers its other senior officers and directors.
h. Legal
Fees. The Company shall pay the Executive’s reasonable legal fees
and costs associated with negotiating and entering into this Agreement and
the
Management Equity Documents in a timely manner upon receipt from the Executive
of the appropriate documentation; provided, however, in no event shall such
payment exceed $15,000.
i. Arbitration. All
disputes and controversies arising under or in connection with this Agreement,
other than the seeking of injunctive or equitable relief pursuant to Section
9
hereof, shall be settled by arbitration conducted before one arbitrator sitting
in the State of New York, or such other location agreed to by the parties
hereto, in accordance with the rules for expedited resolution of commercial
disputes of the Judicial Arbitration and Mediation Services, Inc. (JAMS) then
in
effect. The determination of the arbitrator shall be final and
binding on the parties. Judgment may be entered on the award of the
arbitrator in any court having proper jurisdiction. All expenses of
such arbitration, including the fees and expenses of the counsel of the
Executive, shall be reimbursed by the Company unless the arbitrator determines
that the Company has prevailed in such arbitration, in which case the Executive
shall bear his own legal fees, without reimbursement by the
Company.
j. Successors;
Binding Agreement. This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributes, devises and
legatees.
k. Notice. For
the purpose of this Agreement, notices and all other communications provided
for
in the Agreement shall be in writing and shall be deemed to have been duly
given
when delivered by hand or overnight courier or three days after it has been
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below Agreement, or
to
such other address as either party may have furnished to the other in writing
in
accordance herewith, except that notice of change of address shall be effective
only upon receipt.
If
to the
Company:
Accellent
Holdings
c/o Kohlberg Kravis Xxxxxxx & Co. L.P.
0000
Xxxx
Xxxx Xxxx, Xxxxx 000
Xxxxx
Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
with
copies to:
Xxxxxxx
Xxxxxxx & Xxxxxxxx LLP
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxxx Esq.
Facsimile: (000)
000-0000
If
to
Executive:
To
the
most recent address of Executive set forth in the personnel records of the
Company.
with
a
copy to:
Blank
Rome LLP
Xxx
Xxxxx
Xxxxxx
Xxxxxxxxxxxx,
XX 00000
Attn: Xxxxxx
Xxxxx Esq.
Facsimile: (000)
000-0000
l. Executive
Representation. Executive hereby represents to the Company that
the execution and delivery of this Agreement by Executive and the Company and
the performance by Executive of Executive’s duties hereunder shall not
constitute a breach of, or otherwise contravene, the terms of any employment
agreement or other agreement or policy to which Executive is a party or
otherwise bound.
m. Cooperation. For
a period of five years after termination of his employment, Executive shall
provide his reasonable cooperation in connection with any action or proceeding
(or any appeal from any action or proceeding) which relates to events occurring
during Executive’s employment hereunder; providedthat, the Company
shall pay all expenses related to the Executive’s cooperation;
providedfurther, the Executive and the Company shall coordinate
with the scheduling of Executive, so as to minimize the extent to which such
cooperation interferes with his then employment and business activities, but
in
the event that there is a direct conflict between such cooperation and the
scheduling of Executive’s then employment and business activities, such
employment and business activities shall take precedence and his cooperation
shall be scheduled to another mutually agreeable time or date. This
provision shall survive any termination of this Agreement. This
provision shall survive any termination of this Agreement, without implication
of the survival of any other provision of this Agreement.
n. Personal
Items.After termination of employment, the Executive may retain any personal
notes, diaries, rolodexes, calendars and correspondence of a personal nature;
provided such items shall not contain any Confidential Information
related to the Company or its clients.
o. Withholding
Taxes. The Company may withhold from any amounts payable under
this Agreement such Federal, state and local taxes as may be required to be
withheld pursuant to any applicable law or regulation.
p. Counterparts. This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same
instrument.
[Signatures
on next page.]
IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the
day and year first above written.
ACCELLENT
HOLDINGS,
CORP. XXXXXX
XXXXXXXX
/s/
Xxxxx X.
Momtazee____________ _/s/
Xxxxxx X.
Friedman_________
By: Xxxxx
X. Xxxxxxxx
Title:
Vice President
