Exhibit 10.20
2/29/00
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, effective as of March 1, 2000, by and between XXXXX
MEDICAL CORP., a Delaware corporation (the "Employer"), and XXXXX X. XXXXXX of
_______________________, Connecticut (the "Employee").
The Employer and Employee hereby agree as follows:
1. Term; Duties. For the period from March 1, 2000 through December 31,
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2001 (or earlier, pursuant to paragraphs 6, 7 and 9) (the "Term"), the Employer
will employ the Employee, and the Employee will serve the Employer, as its
President and chief executive officer, subject at all times to the direction of
its Board of Directors and Executive Committee. The Employee agrees that during
the Term she will devote her entire working time and give her best efforts and
attention to the business of the Employer.
2. Salary. As compensation for her services during the Term, the Employer
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will pay the Employee, in installments on the Employer's regular payroll payment
dates and subject to statutory withholding amounts, a salary :
(a) for the period from March 1, 2000 through December 31, 2000, at
the annual rate of $275,000 (i.e., of $229,166.66 for said ten month
period); and
(b) for 2001, at the annual rate of $275,000 plus an inflationary
adjustment for any increase during 2000 in the Consumer Price Index.
3. Incentive Compensation. As additional compensation for her services
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during the Term, the Employer will pay the Employee incentive compensation
pursuant to the Executive Officers' Bonus Plan of the Employer, as it may be
adopted by its Board of Directors for each year during the Term.
4. Vacation. During each year of the Term, the Employee will be entitled to
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four weeks vacation.
5. Non-Competition. The Employee covenants and agrees that during the Term
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she will not, directly or indirectly, engage or own any interest in any business
competing with or planning to compete with any business or planned business of
the Employer, whether as principal, agent, partner, director, officer,
stockholder, investor, lender, consultant, employee, or in any other capacity.
The Employee agrees that a remedy at law for any breach or threatened breach of
the foregoing covenant will be inadequate, and that Employer will be entitled to
temporary and permanent injunctive relief in respect thereof without the
necessity of posting a bond or proving actual damage to Employer.
6. Death. The death of the Employee will terminate the Term.
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7. Incapacity. If during the Term the Employee is unable, on account of
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illness or other incapacity, to perform her duties for a total of more than 90
days during any twelve month period, the Employer has the right to terminate the
Term on ten days' written notice to the Employee, and the Employee will
thereafter be entitled to receive only one-half of her salary installments
otherwise payable until the earlier of the last day of (i) the month-end twelve
months after the delivery of said notice, or (ii) the Term (determined without
giving effect to such termination) (the "Payment-End Date"). In the event of
such termination, the covenant set forth in paragraph 5 will continue through
the Payment-End Date.
8. Stock Option as an Inducement. As an inducement to the Employee to enter
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into this Agreement, on February 23, 2000 the Employer's Board of Directors
authorized the grant to the Employee of an incentive stock option, pursuant to
the Employer's Incentive Stock Option Plan, to purchase 27,000 shares of the
common stock of the Employer at $10.50 per share (the average market price on
said date); the option becomes exercisable in four cumulative annual
installments commencing on February 23, 2001, and it expires on February 22,
2005.
9. Effect of "Change of Control." The Employer or Employee may terminate
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the Term, on written notice to the other within 30 days after a "change of
control" (as defined in Section 3(a) of the Employer's Change of Control and
Change of Position Payment Plan). The termination will be effective 30 days
after the delivery of the notice. In the event of a termination (and if it was
by the Employee's notice, also a "change of position" (as defined in Section
3(b) of the Plan)), the Employee will be entitled to the severance amount
provided for in Section 4 of the Plan.
9. Governing Law; Etc. This Agreement is governed by the laws of
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Connecticut. It cannot be changed except by a writing signed by the party to be
charged therewith.
IN WITNESS WHEREOF, the parties have signed and delivered this Employment
Agreement, effective as of March 1, 2000.
XXXXX MEDICAL CORP.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
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By:
XXXXX X. XXXXXX Xxxxxx X. Xxxxxx,
Chairman of the Board
