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EXHIBIT 10.59
December 10, 1996
Xxxxx X. Xxxx
IMP, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
NEW COMPENSATION ARRANGMENT
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Dear Xxxx:
After discussions with you and among the Compensation Committee, I am
pleased to offer you the following compensation arrangement:
1. In the event that you are employed by either IMP, Inc. (the
"Company") or a Board-approved spinout of the Company on June 1, 1997, you will
receive a $250,000 bonus.
2. In the event that you successfully consummate a Board-approved
spinout before June 1, 1997, you will receive a $250,000 bonus, and the June 1,
1997 bonus set forth in 1. above will no longer be payable to you.
3. In the event you are terminated without "cause" by the Company or
are "constructively terminated," you will receive six months salary and benefits
as severance.
4. Your equity incentives and vesting set forth in Exhibit A to the
minutes of the February 15, 1995 Board of Directors' meeting remain unchanged,
as do the cash bonus incentives based on corporate performance. In addition to
the above-referenced vesting provisions, if a "corporate transaction" is
consummated, and you are terminated without cause by the surviving entity or are
constructively terminated within six months after the closing of the corporate
transaction, the vesting for all of your options accelerate, provided, that if
in the opinion of the auditors for either the acquiror or the Company, such
acceleration would preclude pooling-of-interests accounting treatment, then such
acceleration shall not occur.
5. In the event of a corporate transaction, the monetary incentives
shall be applicable to the surviving entity in the acquisition.
6. Salary shall be based on the higher of $3,847 per week ($200,044 per
annum), which is your current rate, or your then-current salary. The severance
payments for 3. shall be made over normal payroll periods. The bonus payment
under either 1. or 2. shall be made in one lump sum at the next payroll date.
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7. "Cause" shall mean any of the following: (i) conviction for any
crime involving fraud, moral turpitude or any felony, (ii) intentional or
reckless conduct or conduct constituting gross negligence materially harmful to
the Company's business and affairs, including pursuant to a violation of any
non-competition or confidentiality agreement; provided that poor performance in
the achievement of job objectives shall not constitute "Cause," nor shall
termination for death or any disability.
8. "Constructive termination" shall mean your voluntary resignation
following (i) a change in your position with the Company that materially reduces
your level of responsibility, (ii) a reduction of greater than 5% in your
current level of compensation (including base salary, fringe benefits and any
non-discretionary and objective-standard incentive payment or bonus award) or
(iii) a relocation of your principal place of employment by more than fifty (50)
miles, provided and only if such change, reduction or relocation is effected
without your consent.
9. A "corporate transaction" shall mean one of the following
stockholder-approved transactions:
(A) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State in which the Company is incorporated;
(B) the sale, transfer or other disposition of all or
substantially all of the assets of the Company in complete liquidation or
dissolution of the Company; or
(C) any reverse merger in which the Company is the surviving
entity but in which all of the Company's outstanding voting stock is transferred
to the acquiring entity or its wholly-owned subsidiary,
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If the foregoing accurately sets forth your understanding of your
compensation arrangement, please indicate your acceptance by signing below and
returning the executed copy to Xxx Xxxxxxxx.
Sincerely,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
On Behalf of the IMP, Inc.
Compensation Committee
ACCEPTED AND AGREED
/s/ Xxxxx X. Laws
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Xxxxx X. Xxxx
