Exhibit 10.61
Xxxxxxx Technology Company, Inc.
00 Xxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, XX 00000-0000
Tel: 000-000-0000
Fax: 000-000-0000
February 14, 2003
Xxxxx X. Xxxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Dear Xxxxx:
This Agreement sets forth the terms of your employment with Xxxxxxx Technology
Company, Inc., a Delaware corporation (the "Company"), and it is effective as of
January 1, 2003.
1. DUTIES. You shall be employed primarily as the Vice President Marketing
& Strategic Planning of the Company, and you shall direct and manage the Global
Marketing and Strategic Planning business, affairs and property of the Company
subject to the direction of the President & CEO of the Company. You shall also
be a member of the Xxxxxxx Executive Team.
2. COMPENSATION. The following will outline your compensation for your
services as Vice President Marketing & Strategic Planning:
A. Salary. You shall be paid a salary at the annual base rate of One
Hundred Seventy thousand dollars ($170,000), currently voluntarily decreased by
10% since August 1, 2002. Such salary will be payable in the appropriate
installments to conform with regular payroll dates for salaried personnel of the
Company.
B. Reviews and Adjustments. You performance shall be reviewed by the
President & CEO of the Company each succeeding year consistent with your
anniversary date of employment which is September 1, 2001. Your base salary for
the ensuing twelve (12) month period may be adjusted, subject to the approval by
the Compensation Committee of the Board of Directors of the Company, in
accordance with your level of performance.
C. Incentive Compensation. You will be eligible to participate in
the Company's Management Incentive Compensation Plan (MICP) at a level of 40% of
your base compensation. Terms and payments of incentive compensation will be in
accordance with the MICP and will be provided to you under separate cover.
D. Supplemental Retirement Benefit. Your eligibility to participate
in the Executive Supplemental Retirement Program will be reviewed on June 30,
2003.
3. EXTENT OF SERVICES. During your employment hereunder you shall devote
your best and full-time efforts to the business and affairs of the Company.
During the duration of your employment with the Company, you shall not undertake
employment with, or participate in, the conduct of the business affairs of, any
other person, corporation, or entity, except at the direction or with the
written approval of the President & CEO.
4. VACATION; OTHER BENEFITS.
A. Vacation. You shall be entitled to vacation with pay in
accordance with the Company's vacation policy as in effect at the time. Your
current vacation accrual will be three (3) weeks of vacation. Any additional
vacation accrual beyond 3 weeks will be in accordance with normal Company
policy. You may accumulate up to twelve (12) weeks vacation, but not more than
three (3) weeks from any single prior year. Any such accumulated vacation may be
used in any subsequent year or years (but no more than two (2) weeks of such
accumulated vacation in any one year) in addition to the vacation to which you
are entitled for each such year.
B. Benefit Plans. You shall be eligible for inclusion, to the extent
permitted by law, as a full-time employee of the Company, in any and all
pension, profit sharing and savings plans; life and AD&D insurance, health
(medical, dental, short and long term disability) plans, stock option and stock
purchase plans or any other plans and programs at the time sponsored by the
Company or any Subsidiary for employees or executives generally as in effect at
the time.
C. Automobile. During the term of your employment hereunder, the
Company shall provide an automobile for your use pursuant to the Company's
written policy on company autos as in effect at that time.
5. TERMINATION OF EMPLOYMENT. In the event your employment is terminated
for any of the reasons set forth under this Section 5, the Company shall pay to
you or your legal representative, estate or heirs, as the case may be, the
amounts indicated in each subparagraph of this Section 5:
A. Termination by the Company Without Cause. The Company may,
without cause, terminate your employment at any time upon ten (10) or more days
written notice to you. In the event your employment is terminated under this
Section 5A, the Company shall pay to you the following:
(i) A severance payment in an amount equal to one-half of your
then current annual base rate compensation. Such payment will be made on a
continuation basis at normal payroll intervals until paid in full.
(ii) Any accrued but unpaid salary set forth in Section 2A (as
adjusted by Section 2B) hereof, including salary in respect of any accrued and
accumulated vacation due to you at the date of such termination.
(iii) A single lump sum payment of any incentive compensation
earned in the fiscal year of the termination of your employment. Such payment
will be pro-rated through the last day of your employment and shall be paid in
accordance with the MICP.
(iv) Continuation of medical benefits for a period of six (6)
months.
(v) Executive outplacement for a period of six (6) months.
Such cost shall not exceed $10,000.
The Company shall have no further obligation to you under this Agreement and you
shall have no further obligation to the Company under this Agreement.
B. Termination by the Company With Cause. The Company may for cause
terminate your employment at any time by written notice you. In the event your
employment is terminated under this Section 5B the Company shall pay to you the
following:
(i) Same as Section 5A(ii) above.
The Company shall have no further obligation to you under this Agreement and you
shall have no further obligation to the Company under this Agreement.
C. Events. If any of the following described events occurs during
your employment hereunder and results in you being separated from employment by
the Company and you do not receive an offer for comparable employment from a
successor to the Company, the Company shall make to you the same payments that
the Company would have been obligated to make under Section 5A except that under
Section 5A(i) the severance payment would be in an amount equal to your then
annual base rate compensation.
(i) Any merger or consolidation by the Company with or into
any other entity or any sale by the Company of substantially all of its assets.
(ii) The adoption by the Company of any plan of liquidation
providing for the distribution of all or substantially all of its assets.
The Company shall have no further obligation to you under this Agreement and you
shall have no further obligations to the Company under this Agreement.
6. NON-ASSIGNABILITY. Your rights and benefits hereunder are personal to
you, and shall not be alienated, voluntarily or involuntarily, assigned or
transferred.
7. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto, and their respective assigns, successors, executors, administrators, and
heirs. In the event the Company becomes a party to any merger, consolidation, or
reorganization, this Agreement shall remain in full force and effect as an
obligation of the Company or its successors in interest. None of the payments
provided for by this Agreement shall be subject to seizure for payment of any
debts or judgments against you or your beneficiary or beneficiaries, nor shall
you or your such beneficiary or beneficiaries have the right to transfer or
encumber any right or benefit hereunder.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement relating
to your employment by the Company. It only may be changed by written agreement
signed by the parties.
9. LAW TO GOVERN. This Agreement shall be governed by, and construed and
enforced according to, the domestic laws of the State of Connecticut without
giving effect to the principles of conflict of laws.
XXXXXXX TECHNOLOGY COMPANY, INC.
By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman, President & CEO
AGREED TO AND ACCEPTED:
/s/Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
DATE: 03/03/03
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