EXHIBIT 10.18
CONFIDENTIAL
September 3, 1997
Xxxxxx Xxxxxxxx
Chief Financial Officer
Molecular Devices Corporation
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Dear Xxxxxx:
In view of your position as a Corporate Senior Manager at Molecular Devices, and
in consideration of your services in your capacity of Chief Financial Officer,
the Board of Directors has approved the commitment by the Company to you to
provide you with certain benefits in the event your employment is terminated for
specified reasons. The purpose of this letter agreement is to set forth the
terms and conditions of the Company's agreement with you concerning such
benefits.
First, the Compensation Committee of the Board has decided to raise your base
salary to $150,000 per year effective as of August 1, 1997. Congratulations for
this raise. Second, the Compensation Committee also confirmed that your 1997
bonus will be at the 1997 Management Bonus Plan level of 40% of your 1997
compensation, subject to the Company's meeting its financial objective of EPS at
$0.52 or more per share for calendar 1997 and to your continued employment
through that date. This bonus will be paid promptly following announcement by
the Company of its financial results for 1997 (expected in late January 1998).
In the event of a Change of Control and if you agree to continue your employment
through the effective Change-of-Control date, all your stock options will become
fully vested at such date, subject to the transaction not having to qualify as a
"pooling of interests." Of course, no such acceleration can take place in a
"pooling." In addition, at the time of your leaving the Company, at the
Change-of-Control closing date, the Company would pay you a one time severance
payment equal to the last twelve months of your total compensation (last 12
months salary plus most recent annual bonus awarded to you).
In the event a new CEO is appointed and you agree to remain in your present
position for a minimum of three months after the new CEO is in place, the
Company will pay you at the time of your departure a one time severance payment
equal to the last twelve months salary.
CONFIDENTIAL
September 3, 1997
Page 2
I hope that presents a satisfactory arrangement and that the foregoing
clarifications assist you in the decision to continue to assist the Company.
Sincerely,
Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
For the Compensation Committee
Approved this day: September 3, 1997
Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
