Exhibit 10.1
FLIR SYSTEMS, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
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PARTIES: FLIR Systems, Inc. (an Oregon Corporation) ("FSI")
00000 X.X. 00xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
("Executive")
c/o FLIR Systems, Inc.
00000 XX 00xx Xxxxxx
Xxxxxxxx, XX 00000
DATE: May 5, 1997
RECITALS:
A. FSI wishes to obtain the services of Executive for at least the duration of
this Agreement, and the Executive wishes to provide his services for such
period, all upon the terms and conditions set out in this Agreement.
B. It is expressly recognized by the parties that Executive's continuance in
Executive's position with FSI and agreement to be bound by the terms of
this Agreement represents a substantial commitment to FSI in terms of
Executive's personal and professional career and a foregoing of present and
future career options by Executive, for all of which FSI receives
substantial value.
C. The parties recognize that a Change of Control (as defined below) may
result in material alteration or diminishment of Executive's position and
responsibilities and substantially frustrate the purpose of Executive's
commitment to FSI and forbearance of options.
D. The parties recognize that in light of the above-described commitment and
forbearance of options, it is essential that, for the benefit of FSI and
its stockholders, provision be made for a Change of Control Termination (as
defined below) in order to enable Executive to accept and effectively
continue in Executive's position in the face of inherently disruptive
circumstances arising from the possibility of a Change of Control (as
defined below), although no such change is now contemplated or foreseen.
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1 - EXECUTIVE EMPLOYMENT AGREEMENT
NOW, THEREFORE, for valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
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1.1 "BASE SALARY" shall mean regular cash compensation paid on a periodic
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basis exclusive of benefits, bonuses or incentive payments.
1.2 "BOARD" shall mean the Board of Directors of Flir Systems, Inc. (the
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"Parent Corporation").
1.3 "DISABILITY" shall mean the inability of Executive to perform his
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duties under this Agreement with or without reasonable accommodation because of
physical or mental incapacity for a continuous period of five (5) months, as
reasonably determined by the Board after consultation with a qualified physician
selected by the Board.
1.4 "PARENT CORPORATION" shall mean FSI and, except as otherwise provided
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in Article VII and Section 8.2 of Article VIII, any successor in interest by way
of consolidation, operation of law, merger or otherwise. "Parent Corporation"
shall not include any Subsidiary.
1.5 "SUBSIDIARY" shall mean: (a) any corporation at least a majority of
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whose securities having ordinary voting power for the election of directors
(other than securities having such power only by reason of the occurrence of a
contingency) is at the time owned by Parent Corporation and/or one or more
Subsidiaries; and (b) any division or business unit (or portion thereof) of
Parent Corporation or a corporation described in clause (a) of this Section.
ARTICLE II
EMPLOYMENT, DUTIES AND TERM
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2.1 EMPLOYMENT. Upon the terms and conditions set forth in this
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Agreement, FSI hereby employs Executive, and Executive accepts such employment.
Except as expressly provided herein, termination of this Agreement by either
party shall also terminate Executive's employment by FSI.
2.2 DUTIES. Executive shall devote his full-time and best efforts to FSI
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and to fulfilling the duties of his position which shall include such duties as
may from time to time be assigned him by the Board, provided that such duties
are reasonably consistent with Executive's education, experience and background.
Executive shall comply with FSI's policies and procedures to the extent they are
not inconsistent with this Agreement in which case the provisions of this
Agreement prevail.
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2 - EXECUTIVE EMPLOYMENT AGREEMENT
2.3 TERM. Subject to the provisions of Articles IV, VI and VII, the term
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of this Agreement shall continue until December 31, 1999, provided however, that
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if a Change of Control occurs at any time before December 31, 1999, the term of
this Agreement shall continue until the date two (2) years after the Change of
Control.
ARTICLE III
COMPENSATION AND EXPENSES
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3.1 BASE SALARY. For all services rendered under this Agreement during
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the term of Executive's employment, FSI shall pay Executive a Base Salary at the
annual rate currently being paid. If Executive's salary is increased from time
to time during the term of this Agreement, the increased amount shall be the
Base Salary for the remainder of the term and any extensions. All amounts
payable to Executive shall be net of amounts required to be withheld by law.
3.2 BONUS AND INCENTIVE. Bonus or incentive compensation shall be in the
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sole discretion of the Board. Except as otherwise provided in Article VI, FSI
shall have the right in accordance with the terms of any bonus or incentive plan
to alter, amend or eliminate all or any part of such plan, or Executive's
participation therein, without compensation to Executive.
3.3 BUSINESS EXPENSES. FSI shall, in accordance with, and to the extent
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of, its policies in effect from time to time, bear all ordinary and necessary
business expenses reasonably incurred by Executive in performing his duties as
an employee of FSI, provided that Executive accounts promptly for such expenses
to FSI in the manner prescribed from time to time by FSI.
ARTICLE IV
EARLY TERMINATION
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4.1 EARLY TERMINATION. Subject to the respective continuing obligations
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of the parties pursuant to Articles VI and VII, this Article sets forth the
terms for early termination of this Agreement; provided, however, that this
Article shall not apply to a Change of Control Termination which is governed
solely by the provisions of Article VI.
4.2 TERMINATION FOR CAUSE. FSI may terminate this Agreement for cause
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immediately upon written notice to Executive. "Cause" means any of (a) fraud,
(b) misrepresentation, (c) theft or embezzlement of FSI assets, (d) intentional
violations of law involving moral turpitude, (e) the continued failure by
Executive to satisfactorily perform his duties as reasonably assigned to
Executive pursuant to Section 2.2 of this Agreement for a period of sixty (60)
days after a written demand for such satisfactory performance which specifically
and with reasonable detail identifies the manner in which it is alleged
Executive has not satisfactorily performed such duties, and (f) any material
breach of the Confidentiality Agreement (defined below). In the event of
termination for cause pursuant to this Section 4.2,
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3 - EXECUTIVE EMPLOYMENT AGREEMENT
Executive shall be paid at the then current rate of Executive's annual Base
Salary through the date of termination specified in any notice of termination.
4.3 TERMINATION WITHOUT CAUSE. Either Executive or FSI may terminate
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this Agreement and Executive's employment without cause on at least seventy-five
(75) days' written notice. In the event of termination pursuant to this Section
4.3, compensation shall be paid as follows:
(a) if the notice of termination is given by Executive at any time,
where cause for termination does not exist (as cause is defined
in Section 4.2) Executive shall be paid at the then current
rate of Executive's annual Base Salary through the date of
termination specified in such notice (but not to exceed 75
days);
(b) if the notice of termination is given by FSI, (1) Executive
shall be paid at the then current rate of Executive's annual
Base Salary through the date of termination specified in the
notice, provided, however, that FSI shall have the option of
making termination of the Agreement and Executive's employment
effective immediately upon notice, in which case Executive
shall be paid through a notice period of seventy-five (75)
days; and (2) Executive shall receive, within fifteen (15) days
following termination, a lump sum payment equivalent to two (2)
years' Base Salary.
(c) In the event that termination occurs pursuant to Section 4.3(b)
then, in addition to the payments specified in said Section,
FSI shall pay to Executive any amount equal to (1) the bonus,
if any, to which Executive would otherwise have become entitled
under any FSI bonus or incentive plan in effect at the time of
termination of this Agreement had Executive remained
continuously employed for the full fiscal year in which
termination occurred and continued to perform his duties in the
same manner as they were performed immediately prior to
termination, multiplied by (2) a fraction, the numerator of
which shall be the number of whole months Executive was
employed in the year in which termination occurred and the
denominator of which is 12. The amount payable pursuant to this
Section 4.3(c) shall be considered earned as of the date 15
days after the date such bonus would have been paid had
Executive remained employed for the full fiscal year and shall
be paid as of the date earned.
4.4 TERMINATION IN THE EVENT OF DEATH OR DISABILITY. This Agreement
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shall terminate in the event of death or Disability of Executive.
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4 - EXECUTIVE EMPLOYMENT AGREEMENT
(a) In the event of Executive's death, FSI shall pay an amount
equal to twelve (12) months of Base Salary at the rate in
effect at the time of Executive's death. Such amount shall be
paid (1) to the beneficiary or beneficiaries designated in
writing to FSI by Executive, (2) in the absence of such
designation, to the surviving spouse, or (3) if there is no
surviving spouse, or such surviving spouse disclaims all or any
part, then the full amount, or such disclaimed portion, shall
be paid to the executor, administrator or other personal
representative of Executive's estate. The amount shall be paid
as a lump sum as soon as practicable following FSI's receipt of
notice of Executive's death. All such payments shall be in
addition to any payments due pursuant to Section 4.4(c) below.
(b) In the event of Disability, Base Salary shall be terminated as
of the final day of the fifth month referenced in the
definition of "Disability."
(c) In the event of termination by reason of Executive's death or
Disability, FSI shall pay to Executive an amount equal to (1)
the amount Executive would have received in annual incentive
plan bonus for the year in which termination occurs had
"target" goals been achieved, multiplied by (2) a fraction, the
numerator of which shall be the number of whole months
Executive was employed in the year in which the death or
Disability occurred and the denominator of which is 12. The
amount payable pursuant to this Section 4.4(c) shall be deemed
earned as of the date within 15 days after the date such bonus
would have been paid had Executive remained employed for the
full fiscal year and shall be paid as of the date earned.
4.5 ACCRUED VACATION. In the event of termination pursuant to Section
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4.2, 4.3 or Section 4.4 or in the event of a Change of Control Termination,
Executive shall be paid at the then current rate of Executive's Base Salary for
all accrued but unused vacation time through the date of termination. Nothing
contained herein shall extend the term of Executive's employment by the amount
of any accrued vacation for vesting or other purposes.
4.6 CONTINUATION OF BENEFITS. During Executive's Retirement, Executive
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(and anyone entitled to claim under or through Executive) shall (i) until such
time as Executive is eligible for Medicare coverage, be entitled to receive such
family health coverage and benefit programs, policies and arrangements ("Health
Care Coverage") at the same levels and coverages as Executive was receiving on
the day immediately prior to the Change of Control, and (ii) following
Executive's eligibility for Medicare coverage, be entitled to receive Health
Care Coverage in such amounts that when combined with applicable Medicare
coverage, Executive's Health Care Coverage is comparable to that provided to
Executive on the day immediately prior to the Change of Control. As used herein
"Retirement" means the period following termination of Executive's employment
with FSI until the earlier of Executive's death or such time as
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5 - EXECUTIVE EMPLOYMENT AGREEMENT
Executive obtains a position comparable to Executive's position with FSI in the
industry(ies) in which FSI is engaged.
4.7 ENTIRE TERMINATION PAYMENT. The compensation provided for in this
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Article IV shall constitute Executive's sole remedy for termination pursuant to
this Article. Executive shall not be entitled to any other termination or
severance payment which may be payable to Executive under any other agreement
between Executive and FSI or under any policy in effect at, preceding or
following the date of termination.
ARTICLE V
CONFIDENTIALITY; CONFLICT OF INTEREST
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5.1 CONFIDENTIALITY. Executive is a party to a certain Confidentiality
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and Non-Solicitation Agreement with FSI dated ________________________________
("Confidentiality Agreement"). Executive represents and warrants to FSI that as
of the date of this Agreement, he has fully complied with the terms of the
Confidentiality Agreement. Executive agrees that nothing contained in this
Agreement shall operate to limit Executive's obligations under the
Confidentiality Agreement, and Executive shall continue to be bound by the terms
of the Confidentiality Agreement.
5.2 CONFLICT OF INTEREST. During the term of employment with FSI,
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Executive will engage in no activity or employment which may conflict with the
interest of FSI, and will comply with FSI's policies and guidelines pertaining
to business conduct and ethics.
ARTICLE VI
CHANGE OF CONTROL
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6.1 DEFINITIONS. For purposes of this Article VI, the following
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definitions shall be applied:
(a) "Change of Control" shall mean any of the following events:
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(1) a merger or consolidation to which Parent Corporation is
a party if the individuals and entities who were stockholders
of Parent Corporation immediately prior to the effective date
of such merger or consolidation have beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange Act of
1934) of less than fifty percent (50%) of the total combined
voting power for election of directors of the surviving corpora
tion immediately following the effective date of such merger or
consolidation; or
(2) the direct or indirect beneficial ownership (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), in
the aggregate,
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6 - EXECUTIVE EMPLOYMENT AGREEMENT
of securities of Parent Corporation, representing twenty
percent (20%) or more of the total combined voting power of
Parent Corporation's then issued and outstanding securities, by
any person or entity, or group of associated persons or
entities acting in concert; or
(3) the sale of all or substantially all of the assets of
Parent Corporation to any person or entity which is not a
Subsidiary of Parent Corporation.
(4) the stockholders of Parent Corporation approve any plan
or proposal for the liquidation of Parent Corporation; or
(5) a change in the composition of the Board at any time
during any consecutive 24-month period such that the Continuity
Directors cease for any reason to constitute at least a seventy
percent (70%) majority of the Board. For purposes of this
clause, "Continuity Directors" means those members of the Board
who either:
(A) were directors at the beginning of such consecutive
24-month period; or
(B) were elected by, or on the nomination or
recommendation of, at least a two-thirds (2/3) majority
of the then-existing Board.
(b) "Change of Control Actions" shall mean any payment (including
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any benefit or transfer of property) in the nature of compensation,
to or for the benefit of Executive under any arrangement, which is
considered contingent on a Change of Control for purposes of Section
280G of the Internal Revenue Code. As used in this definition, the
term "arrangement" includes, without limitation, any agreement
between Executive and FSI and any and all of FSI's salary, bonus,
incentive, restricted stock, stock option, compensation or benefit
plans, programs or arrangements, and shall include this Agreement.
(c) "Change of Control Termination" shall mean, with respect to
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Executive, any of the following events occurring within two (2) years
after a Change of Control:
(1) Termination of Executive's employment by FSI for any
reason other than for cause, as cause is defined in Article IV,
Section 4.2 of this Agreement.
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7 - EXECUTIVE EMPLOYMENT AGREEMENT
(2) Termination of employment with FSI by Executive pursuant
to Section 6.2 of this Article VI. A Change of Control
Termination shall not, however, include termination by reason
of death or Disability.
(d) "Good Reason" shall mean a good faith determination by
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Executive, in Executive's reasonable judgment, that any one or more
of the following events has occurred without Executive's express
written consent, after a Change of Control:
(1) A change in Executive's reporting responsibilities,
titles or offices as in effect immediately prior to the Change
of Control, or any removal of Executive from, or any failure to
re-elect Executive to, any of such positions, which has the
effect of materially diminishing Executive's responsibility or
authority;
(2) A reduction by FSI in Executive's Base Salary as in
effect immediately prior to the Change of Control;
(3) A requirement by FSI that Executive be based anywhere
other than within twenty-five (25) miles of Executives's job
location at the time of the Change of Control;
(4) Without replacement by plans, programs, or arrangements
which, taken as a whole, provide benefits to Executive at least
reasonably comparable to those discontinued or adversely
affected, (A) the failure by FSI to continue in effect, within
its maximum stated term (exclusive of renewals or extensions),
any pension, bonus, incentive, stock ownership, purchase,
option, life insurance, health, accident, disability, or any
other employee compensation or benefit plan, program or
arrangement and/or any membership (collectively, "Benefit
Plans"), in which Executive is participating immediately prior
to a Change of Control; or (B) the taking of any action by FSI
that would materially adversely affect Executive's
participation or materially reduce Executive's benefits under
any Benefit Plans or Benefit Plan;
(5) The failure by FSI to provide office space, furniture,
and secretarial support at least comparable to that provided
Executive immediately prior to the Change of Control or the
taking of any similar action by FSI that would materially
adversely affect the working conditions in or under which
Executive performs his or her employment duties;
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8 - EXECUTIVE EMPLOYMENT AGREEMENT
(6) If Executive's primary employment duties are with a
Subsidiary, the sale, merger, contribution, transfer or any
other transaction in conjunction with which Parent
Corporation's ownership interest in such Subsidiary decreases
below the level specified in Section 1.5 of Article I unless
(A) this Agreement is assigned to the purchaser/transferee with
the provisions of Article VI in full force and effect and
operative as if a Change of Control has occurred with respect
to the purchaser/transferee as Parent Corporation immediately
after the purchase/transfer becomes effective, and (B) such
purchaser/transferee has a creditworthiness reasonably
equivalent to Parent Corporation's; or
(7) Any material breach of this Agreement by FSI.
(e) "Internal Revenue Code" -- Any references to a section of the
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Internal Revenue Code shall mean that section of the Internal Revenue
Code of 1986, or to the corresponding section of such Code, as from
time to time amended.
6.2 CHANGE OF CONTROL TERMINATION RIGHT. For a period of two (2) years
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following a Change of Control, Executive shall have the right, at any time and
within Executive's sole discretion, to terminate employment with FSI for Good
Reason. Such termination shall be accomplished by, and effective upon,
Executive giving written notice to FSI of Executive's decision to terminate.
Except as otherwise expressly provided in this Agreement, upon the exercise of
said right, all obligations and duties of Executive under this Agreement shall
be of no further force and effect.
6.3 CHANGE OF CONTROL TERMINATION PAYMENT. In the event of a Change of
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Control Termination, without further action by the Board, Parent Corporation
shall, within five (5) days of such termination, make a lump sum payment to
Executive in an amount equal to one dollar ($1.00) less than three (3) times the
average annualized compensation as defined by Sec tion 280G of the Internal
Revenue Code, received by Executive from FSI and includible in Executive's gross
income for federal income tax purposes for the five (5) most recent taxable
years of the Executive ending before the date upon which the Change in Control
occurred (or such portion of such period during which Executive was an employee
of FSI).
6.4 INTEREST. In the event Parent Corporation does not make timely
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payment in full of the Change of Control Termination payment described in
Section 6.3, Executive shall be entitled to receive interest on any unpaid
amount at the lower of: (a) prime rate of interest (or such comparable index as
may be adopted) established from time to time by the lending institution with
which FSI has its primary lending relationship at the time of the Change of
Control Termination; or (b) the maximum rate permitted under Section 280G(d)(4)
of the Internal Revenue Code.
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9 - EXECUTIVE EMPLOYMENT AGREEMENT
6.5 BENEFITS CONTINUATION. In the event of a Change of Control
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Termination, Executive (and anyone entitled to claim under or through Executive)
shall until the earlier of (i) expiration of three (3) years from the Change of
Control Termination, and (ii) such time as Executive obtains suitable employment
that provides for insurance and benefit plans, programs and arrangements
reasonably comparable to that provided by FSI to Executive immediately prior to
the Change of Control, be entitled to receive from FSI the same or equivalent
health, dental, accidental death and dismemberment, short and long-term
disability, life insurance coverages, and all other insurance policies and
health and welfare benefits programs, policies or arrangements, at the same
levels and coverages as Executive was receiving on the day immediately prior to
the Change of Control and shall be furnished with such memberships as provided
to Executive on the day immediately prior to the Change of Control. Executive
shall be required to pay no more for continuation than is required of such
Executive on the day immediately prior to the Change of Control. If no such
continuation program is available, Executive shall be required to pay no more
than he/she paid as an active employee, or if provided by FSI at no cost to
employees on the day immediately prior to the Change of Control, they shall
continue to be made available to Executive on this basis. In addition, for the
period described in the first sentence of this Section 6.5, FSI shall reimburse
Executive for uninsured medical expenses incurred by Executive, to the extent
and under the same terms and conditions as such reimbursement was available to
Executive immediately prior to his termination.
ARTICLE VII
CHANGE OF SUBSIDIARY STATUS
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In the event that, prior to a Change of Control: (a) a Subsidiary is sold,
merged, contributed, or in any other manner transferred to any person or entity
other than Parent Corporation or a Subsidiary, or if for any reason Parent
Corporation's ownership interest in any such Subsidiary falls below the level
specified in Section 1.5, (b) Executive's primary employment duties are with the
Subsidiary at the time of the occurrence of such event, and (c) Executive does
not, in conjunction therewith, transfer employment directly to Parent
Corporation or another Subsidiary, then:
(1) If Executive gives his or her written consent to the assignment of
this Agreement to such Subsidiary, or to the purchaser or new majority
interest holder of such Subsidiary, (and such assignment is accepted) this
Agreement shall remain in full force and effect between Executive and this
assignee, except that the provisions of Article VI of this Agreement shall
become null and void;
(2) If such assignment is not accepted by the Subsidiary or purchaser,
then this Agreement shall be deemed to have been terminated by FSI without
cause pursuant to Section 4.3 of Article IV; and
(3) In all other cases, this Agreement shall be deemed terminated for
cause pursuant to Section 4.2 of Article IV.
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10 - EXECUTIVE EMPLOYMENT AGREEMENT
ARTICLE VIII
GENERAL PROVISIONS
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8.1 NO ADEQUATE TO REMEDY. The parties declare that it is impossible to
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measure in money the damages which will accrue to either party by reason of a
failure to perform any of the obligations under this Agreement. Therefore, if
either party shall institute any action or proceeding to enforce the provisions
hereof, such party against whom such action or proceeding is brought hereby
waives the claim or defense that such party has an adequate remedy at law, and
such party shall not urge in any such action or proceeding the claim or defense
that such party has an adequate remedy at law.
8.2 SUCCESSORS AND ASSIGNS. Except as otherwise provided in Article VII,
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this Agreement shall be binding upon and inure to the benefit of the successors
and assigns of Parent Corporation and each Subsidiary, whether by way of merger,
consolidation, operation of law, assignment, purchase or other acquisition of
substantially all of the assets or business of FSI, and any such successor or
assign shall absolutely and unconditionally assume all of FSI's obligations
hereunder.
8.3 NOTICES. All notices, requests and demands given to or made pursuant
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hereto shall, except as otherwise specified herein, be in writing and be
delivered or mailed to any such party at its address as set forth at the
beginning of this Agreement. Either party may change its address, by notice to
the other party given in the manner set forth in this Section. Any notice, if
mailed properly addressed, postage prepaid, registered or certified mail, shall
be deemed dispatched on the registered date or that stamped on the certified
mail receipt, and shall be deemed received within the third business day
thereafter or when it is actually received, whichever is sooner.
8.4 CAPTION. The various headings or captions in this Agreement are for
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convenience only and shall not affect the meaning or interpretation of this
Agreement.
8.5 GOVERNING LAW. The validity, construction and performance of this
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Agreement shall be governed by the laws of the State of Oregon
8.6 MEDIATION. In case of any dispute arising under this Agreement which
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cannot be settled by reasonable discussion, the parties agree that, prior to
commencing any arbitration proceeding as contemplated by Section 8.7, they will
first engage the services of a professional mediator agreed upon by the parties
and attempt in good faith to resolve the dispute through confidential nonbinding
mediation. Each party shall bear one-half (1/2) of the mediator's fees and
expenses and shall pay all of its own attorneys' fees and expenses related to
the mediation.
8.7 ATTORNEY FEES. If any action at law, in equity or by arbitration is
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taken to enforce or interpret the terms of this Agreement, the prevailing party
shall be entitled to
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11 - EXECUTIVE EMPLOYMENT AGREEMENT
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled, including fees and expenses on
appeal.
8.8 CONSTRUCTION. Wherever possible, each provision of this Agreement
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shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
8.9 WAIVERS. No failure on the part of either party to exercise, and no
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delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.
8.10 ASSIGNMENT. This Agreement shall be binding upon and inure to the
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benefit of the Company and its successors and assigns, and shall be binding upon
Executive, his administrators, executors, legatees, and heirs. In that this
Agreement is a personal services contract, it shall not be assigned by
Executive.
8.11 MODIFICATION. This Agreement may not be and shall not be modified or
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amended except by written instrument signed by the parties hereto.
8.12 ENTIRE AGREEMENT. This Agreement together with the Confidentiality
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Agreement constitutes the entire agreement and understanding between the parties
hereto in reference to all the matters herein agreed upon. This Agreement
together with the Confidentiality Agreement replaces and supersedes all prior
employment agreements or understandings of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
EXECUTIVE FLIR SYSTEMS, INC.
By:
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Title:
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12 - EXECUTIVE EMPLOYMENT AGREEMENT
