EXHIBIT 10.40
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT to an employment agreement by and between ATL
Ultrasound, Inc., a Washington corporation (the "Company"), and Xxxxxx X. Fill
(the "Executive") is effective as of the 9th day of June, 1997.
WITNESSETH:
WHEREAS, the Executive has for the past nine years served the Company as
its Chairman of the Board and Chief Executive Officer under the terms of an
EMPLOYMENT AGREEMENT dated November 2, 1990, as amended by a FIRST AMENDMENT of
May 18, 1992 and a THIRD AMENDMENT of July 25, 1996; and
WHEREAS, the Company and the Executive desire to further amend such amended
EMPLOYMENT AGREEMENT by the following terms and conditions;
NOW, THEREFORE, the Company and the Executive agree as follows:
1. CERTAIN DEFINITIONS
All defined terms used herein, unless defined herein, shall have the
meanings stated in the EMPLOYMENT AGREEMENT and its amendments.
2. BASE SALARY
During the Employment Period, the Executive shall receive an annual base
salary of $625,000, effective as of the first Company payroll period commencing
after May 1, 1997.
3. CONSULTING AGREEMENT
The five year consulting agreement provided in Section 3b(v) of the THIRD
AMENDMENT shall, in recognition of the deferral of its intended 1996 start date,
have a per annum payment of $450,000, payable quarterly, and otherwise shall be
in accordance with the terms and conditions stated in the THIRD AMENDMENT.
4. INCENTIVE COMPENSATION
The Executive is entitled to the following incentive compensation, payable
under the Company's Management Incentive Compensation Plan, and measured and
determined on January 1, 1999:
a. The receipt of 10,000 shares of the Company's Common Stock if a
successor CEO is employed in such position by the Company on or before December
31, 1998 by a vote of a majority of the Directors of the Board of Directors, not
including the votes of the Executive and the successor CEO.
b. The receipt of 7,500 shares of the Company's Common Stock if the
average of the closing prices of the Common Stock for the prior 20 trading days
to the earlier of Executive's last day of employment as CEO or January 1, 1999
is at least $30 per share.
c. The receipt of 7,500 shares of the Company's Common Stock if the
average of the closing prices of the Common Stock for the prior 20 trading days
to the earlier of Executive's last day of employment as CEO or January 1, 1999
is at least $40 per share.
The foregoing incentive compensation is in addition to any other incentive
compensation which the Board may in its discretion award the Executive under the
Management Incentive Compensation Plan or any other Company incentive plans in
recognition of his accomplishments during 1997 or 1998.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
/s/ Xxxxxx X. Fill
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Xxxxxx X. Fill
ATL ULTRASOUND, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman
Compensation Committee
Board of Directors of
ATL Ultrasound, Inc.
Dated: June 9, 1997
