EXHIBIT 10.2
IRIS INTERNATIONAL, INC
KEY EMPLOYEE AGREEMENT
FOR
XXXXXX XXXXXXX
XXXX INTERNATIONAL, INC., a Delaware corporation (the "COMPANY"), agrees with
you as follows:
1. POSITION AND RESPONSIBILITIES.
1.1 The Company will employ you and you shall serve in an
executive capacity as CORPORATE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, and perform the duties customarily
associated with such capacity from time to time as the Company
shall reasonably designate or as shall be reasonably
appropriate and necessary in connection with such employment.
You will commence service in this capacity on the date set
forth in SECTION 2.1 below.
1.2 Subject to SECTION 4 below, you will, to the best of your
ability, devote your full time and best efforts to the
performance of your duties hereunder and the business and
affairs of the Company. You will report to the Company's Chief
Executive Officer ("CEO"). You will also have primary
responsibility for communicating with the Company's Audit
Committee and assisting the committee in discharging its
duties.
1.3 You will duly, punctually and faithfully perform and observe
any and all rules and regulations which the Company may now or
shall hereafter establish governing the conduct of its
business, except to the extent that such rules and regulations
may be inconsistent with your executive position.
2. TERM OF EMPLOYMENT; TERMINATION.
2.1 The commencement of your employment shall be May 1, 2006 (your
"START DATE"). You will commence service as Corporate Vice
President and Chief Financial Officer effective upon the
resignation of the Company's current Chief Financial Officer,
which is anticipated to occur immediately following the filing
with the Securities and Exchange Commission of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2006 on or before May 10, 2006.
2.2 Unless otherwise mutually agreed in writing, this Agreement
and your employment by the Company pursuant to this Agreement
shall be terminated on the earliest of:
(a) your death, or any illness, disability or other
incapacity that renders you physically unable
regularly to perform your duties hereunder for a
period in excess of one hundred twenty (120)
consecutive days or more than one hundred eighty
(180) days in any consecutive twelve (12) month
period;
(b) thirty (30) days after you, for any reason, give
written notice to the Company of your resignation; or
(c) immediately if the Company, with or without cause,
gives written notice to you of your termination.
2.3 The determination regarding whether you are physically unable
regularly to perform your duties (as described in SECTION
2.2(a)) shall be made by the Board of Directors.
2.4 Any notice required pursuant to this SECTION 2 shall be given
in accordance with the provisions of SECTION 9 hereof. The
exercise of either party's right to terminate this Agreement
pursuant to SECTIONS 2.2(b) or (c) are not exclusive and shall
not effect either party's right to seek remedies for the other
party's breach, if any, giving rise to such termination.
2.5 You may be terminated with our without cause. If you are
terminated without cause, you will be entitled to certain
severance benefits as described in this Agreement. You shall
be deemed terminated "FOR CAUSE" if, in the reasonable
determination of the Company, you (a) commit an act that is
fraudulent, dishonest or a material breach of the Company's
policies, including wrongful disclosure of any trade secrets
or other confidential information of the Company, or material
breach of SECTION 4 of this Agreement or any material
provision of the Employee Confidentiality Agreement (as
defined in SECTION 5), (b) are convicted of a felony under
federal, state, or local law applicable to the Company or (c)
intentionally refuse, without proper cause, to substantially
perform duties after a demand for such performance has been
delivered in writing by the Company's Chief Executive Officer
or the Board of Directors, which notice shall specify the
alleged instance of breach, and shall provide you with
reasonable time in which to remedy such breach.
3. COMPENSATION; BENEFITS; AND INVESTMENT RIGHTS.
3.1 The Company shall pay to you for the services to be rendered
hereunder a base salary at an annual rate of $275,000 subject
to increases in accordance with the policies of the Company,
as determined by its Board of Directors, in force from time to
time, payable in installments in accordance with Company
policy. You shall also be entitled to all rights and benefits
for which you shall be eligible under bonus, pension, group
insurance, long-term disability, life insurance,
profit-sharing and other Company benefits which may be in
force from time to time and provided specifically to you or
for the Company's executive officers generally.
3.2 You will be awarded a 5 year incentive stock option (ISO) to
purchase 121,000 shares of the Company's Common Stock. The
option shall be issued pursuant to the Company's 1998 Stock
Option Plan, have an exercise price equal to the average
closing sales price of the Company's Common Stock for the ten
trading days preceding your Start Date (the "FMV"), vest over
4 years, 25% on the first anniversary of your Start Date and
thereafter in equal quarterly installments, and otherwise be
issued on terms consistent with the Company's standard form of
incentive stock option agreement. Additionally, you will be
awarded a restricted stock grant to purchase 14,500 shares of
the Company's Common Stock at a purchase price of $0.01 per
share, which restricted shares shall vest over 4 years, 25% on
the first anniversary of your Start Date and thereafter in
equal quarterly installments, be subject to repurchase by the
Company prior to the date they vest at the original price you
paid for such shares upon termination of your employment, and
otherwise be issued on terms consistent with the Company's
standard form of restricted stock agreement. In addition to
the foregoing, at the
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anniversary date of your employment, you will be eligible for
further option and/or equity awards, commensurate with other
senior executive officers, based on your performance as
determined by the CEO and the Compensation Committee of the
Board of Directors.
3.3 You shall be eligible to participate in the Company's ESPP
Program as in effect from time to time. The ESPP Program
currently provides that employees may purchase common stock of
the Company at a 15% discount from the market price in an
aggregate amount up to 15% of your total cash compensation.
3.4 You shall also be eligible for an annual bonus to be
determined by the CEO and Compensation Committee of the Board
of Directors in accordance with the Company's bonus program
for executive officers. The bonus program provides for cash
and stock-based compensation, with the stock-based
compensation comprised of incentive stock options and
restricted stock awards.
3.5 You shall be entitled to four (4) weeks of paid vacation per
year to be taken at such time as will not interfere with the
performance of your duties. You will also be entitled to
illness days during the term of this Agreement consistent with
the Company's standard practice for its employees generally as
in effect from time to time.
3.6 In the event you are terminated without cause any time
pursuant to SECTION 2.2(c) hereof, the Company shall pay you
the equivalent of twelve (12) months base salary following
such termination. At the choice of the Company, payment may be
in the form of a lump sum payment or through regular payroll
payments over the twelve (12) month period. Termination
without cause shall include "constructive termination" which
means a significant diminution of your fundamental
responsibilities as Corporate Vice President and Chief
Financial Officer or base compensation, or relocation outside
Los Angeles or Ventura counties.
3.7 The Company will pay and/or reimburse you for the following
costs associated with your relocation from Hinsdale, Illinois
to Los Angeles County or Ventura County, California: (i)
moving expenses for you and your family and your possessions,
including two automobiles; (ii) use of a furnished corporate
apartment in Los Angeles or Ventura County, California for up
to twelve months following your Start Date; and (iii) third
party costs (including real estate sales commissions) incurred
in connection with the sale of your primary residence in
Illinois, not to exceed $70,000. All such costs incurred by
you shall be documented and submitted to the Company for
reimbursement in accordance with the Company's standard
expense reimbursement policies.
4. OTHER ACTIVITIES DURING EMPLOYMENT.
4.1 Except with the prior written consent of the Company's Board
of Directors, you will not during the term of this Agreement
undertake or engage in any other employment, occupation or
business enterprise, other than ones in which you are a
passive investor in non-competitive businesses. You may engage
in civic and not-for-profit activities so long as such
activities do not materially interfere with the performance of
your duties hereunder.
4.2 Except as permitted by SECTION 4.3, you will not acquire,
assume or participate in, directly or indirectly, any
position, investment or interest, known by you to be adverse
or antagonistic to, or competitive with, the Company, its
businesses or prospects, financial or otherwise.
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4.3 During the term of your employment by the Company (except on
behalf of the Company), you will not directly or indirectly,
whether as an officer, director, stockholder, partner,
proprietor, associate, representative, consultant, or in any
capacity whatsoever engage in, become financially interested
in, be employed by or have any business connection with any
other person, corporation, firm, partnership or other entity
whatsoever which were known by you to directly or indirectly
compete with the Company, throughout the world, in any line of
business engaged in (or planned to be engaged in) by the
Company; PROVIDED, HOWEVER, that anything above to the
contrary notwithstanding, you may own, as a passive investor,
securities of any competitor corporation, so long as your
direct holdings in any one such corporation shall not in the
aggregate constitute more than 1% of the publicly-traded
voting stock of such corporation.
5. PROPRIETARY INFORMATION AND INVENTIONS. You agree to sign and be bound
by the provisions of the Company's standard Employee Confidentiality
and Inventions Agreement (the "EMPLOYEE CONFIDENTIALITY AGREEMENT").
6. REMEDIES. Your duties under the Employee Confidentiality Agreement
shall survive termination of your employment with the Company. You
acknowledge that a remedy at law for any breach or threatened breach by
you of the provisions of the Employee Confidentiality Agreement would
be inadequate and you therefore agree that the Company shall be
entitled to injunctive relief in case of any such breach or threatened
breach.
7. ASSIGNMENT. Neither this Agreement nor any rights or obligations
hereunder may be assigned by the Company or by you.
8. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein. If
moreover, any one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.
9. NOTICES. Any notice which the Company is required or may desire to give
you shall be given by personal delivery or registered or certified
mail, return receipt requested, addressed to you at the address of
record with the Company, or at such other place as you may from time to
time designate in writing. Any notice which you are required or may
desire to give to the Company hereunder shall be given by personal
delivery or by registered or certified mail, return receipt requested,
addressed to the Company's Chief Executive Officer, at the Company's
principal office or at such other office as the Company may from time
to time designate in writing. The date of personal delivery or the date
of mailing any such notice shall be deemed to be the date of delivery
thereof.
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10. WAIVER. If either party should waive any breach of any provisions of
this Agreement, he or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of
this Agreement.
11. COMPLETE AGREEMENT; AMENDMENTS. The foregoing, together with the
Employee Confidentiality Agreement, is the entire agreement of the
parties with respect to the subject matter hereof and thereof and may
not be amended, supplemented, canceled or discharged except by written
instrument executed by both parties hereto.
12. HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof
nor to affect the meaning thereof.
13. CHOICE OF LAW. All questions concerning the construction, validity and
interpretation of this Agreement will be governed by the laws of the
State of California, without giving effect to any choice of law
principles.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Key Employee
Agreement on the day and year written below.
IRIS INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Its: Chief Executive Officer
Dated: May 1, 2006
ACCEPTED AND AGREED TO
THIS 1ST DAY OF MAY 2006
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
