EXHIBIT 10.2
MANAGEMENT EMPLOYMENT AGREEMENT
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The following Agreement is hereby entered into between ▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter
known as Employee) and CYBEX INTERNATIONAL, INC. "Cybex" and (together with its
affiliated corporations hereinafter known as the "Company"), having its
principal offices at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1. DUTIES AND RESPONSIBILITIES
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Employee agrees to hold the position of President and Chief Executive
Officer and shall be directly responsible to the Company's Board of
Directors. Employee will be eligible to be elected to the Company's Board
of Directors when the first vacancy becomes available.
2. BEST EFFORTS
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Employee agrees to devote best efforts to his employment with the Company,
on a full-time (no less than 40 hours/week) basis. He further agrees not
to use the facilities, personnel or property of the Company for personal or
private business benefit.
3. ETHICAL CONDUCT
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Employee will conduct himself in a professional and ethical manner at all
times and will comply with all Company policies as well as all State and
Federal regulations and laws as they may apply to the services, products,
and business of the Company.
4. COMPENSATION
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a) Salary shall be at the rate of $365,000 per year payable in
accordance with the Company's normal payroll cycle. Employee shall be
eligible for increases in salary commencing January 1, 1999 as
determined by the Company's Board.
b) Benefits shall be the standard benefits of the Company as they shall
exist from time to time for senior executive personnel.
c) Employee shall be eligible to receive compensation if the Company's
performance meets certain objectives which enhance shareholder value.
The agreed-upon bonus plan for the calendar year 1998 is attached as
Exhibit A.
d) Employee shall receive a bonus of $75,250 for amounts earned under
the 1996 bonus plan which shall terminate on signing of this
agreement. No other bonuses will be payable with respect to 1997
performance.
5. STOCK OPTIONS
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a) Employee will be eligible to receive stock options as they are granted
by the Board of Directors.
b) Such options, if granted, will be at the greater of fair market value
as of the date of the grant or $9.75.
6. NON-DISCLOSURE
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Employee acknowledges that employment with the Company requires him to have
access to confidential information and material belonging to the Company,
including customer lists, contracts, proposals, operating procedures, and
trade secrets. Upon termination of employment for any reason, Employee
agrees to return to the Company any such confidential information and
material in his possession with no copies thereof retained. Employee
further agrees, whether during employment with the Company or any time
after the termination thereof (regardless of the reason for such
termination), he will not disclose nor use in any manner, any confidential
or other material relating to the business, operations, or prospects of the
Company except as authorized in writing by the Company. The foregoing
restrictions do not apply to any information which is presently public
knowledge or which becomes public knowledge through a source or sources
other than Employee.
7. NON-COMPETITION
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During his employment with the Company and for a period of two years
thereafter (regardless of the reason for termination), Employee agrees he
will not, directly or indirectly, in any way for his own account, as
employee, stockholder, partner, or otherwise, or for the account of any
other person, corporation, or entity:
a) Engage, within any geographic area in which the Company is then
conducting its business, in any business segment in which he has
actively participated as an employee of the Company; or
b) Solicit customers who, during the period of employment, were
customers of the Company or were actively solicited as customers of
the Company; or
c) Offer employment to any employee of the Company in any capacity
whatsoever, or attempt to induce or cooperate with any other firm in
an attempt to induce an employee of the Company to leave the employ of
the Company; or
d) Attempt or cooperate with any other firm in an attempt to induce any
independent contractor of the Company to cease providing services to
the Company.
8. INVENTIONS
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Employee agrees to promptly disclose to the Company each discovery,
improvement, or invention conceived, made, or reduced to practice (whether
during working hours or otherwise) during the term of employment. Employee
agrees to grant to the Company the entire interest in all of such
discoveries, improvements, and inventions and to sign all patent/copyright
applications or other documents needed to implement the provisions of this
paragraph without additional consideration. Employee further agrees that
all works of authorship subject to statutory copyright protection developed
jointly or solely, while employed shall be considered a work made for hire
and any copyright thereon shall belong to the Company. Any invention,
discovery, or improvement conceived, made, or disclosed,
during the one year period following the termination of employment with the
Company shall be deemed to have been made, conceived, or discovered during
employment with the Company.
Employee acknowledges that the only discoveries, improvements, and other
inventions made prior to the date hereof which have not been filed in the
United States Patent Office are as follows:
None
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[If none, print "None"]
9. NO CURRENT CONFLICT
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Employee hereby assures the Company that he is not currently restricted by
any existing employment or noncompete agreement that would conflict with
the terms of this Agreement.
10. TERMINATION AND TERMINATION BENEFTTS
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Employee's employment with Company is "at will" which means that either the
Company or Employee may terminate such employment at any time, with or
without cause or good reason, as follows:
a) The Company may terminate Employee's employment at any time, with or
without cause, upon written notice of termination to Employee.
b) Any termination of Employee's employment by the Company shall be deemed to
be "for cause" if the Company shall have provided written notice to
Employee of any event specified in clauses (1) through (4) below and, in
the case of clause (1) or (4), the failure or default shall not have been
fully cured to the reasonable satisfaction of the Company within thirty
days after the date such notification is provided:
(1) Employee's failure to perform his duties and responsibilities to the
Company, which failure is either (A) the result of the intentional
conduct of Employee or (B) substantial and prolonged in nature.
(2) Any Employee misconduct which is injurious to the business or
interests of the Company.
(3) Violation by Employee in any material way of any federal, state, or
local law or regulation applicable to the business of the Company.
(4) Any material breach by Employee of the terms and conditions of this
Agreement.
c) Employee may terminate employment at any time, with or without good reason,
upon 60 days written notice to the Company.
d) In the event that the Company terminates Employee's employment other than
"for cause" as defined in subparagraph (b) above, the Company shall,
as a severance benefit, continue to pay Employee his normal salary, as
adjusted by the amount of any bonus which is payable under Exhibit A,
and health benefits for a period ending on the first to occur of (1)
the first anniversary of the date of termination of employment or (2)
the date Employee obtains other substantially similar employment. In
the event that Employee's employment terminates for any other reason
(including termination by the Company for cause or Employee's
resignation) the Company shall have no obligation to pay any severance
or similar benefits to the Employee. Regardless of the reason for
termination, the Employee shall have such rights as may be provided by
COBRA and as may be provided pursuant to any retirement plan which is
qualified pursuant to ERISA and in which Employee participates.
11. MISCELLANEOUS
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a) This Agreement and any disputes arising herefrom shall be governed by New
Jersey law.
b) In the event that any provision of this Agreement is held to be invalid or
unenforceable for any reason, including without limitation the
geographic or business scope or duration thereof, this Agreement shall
be construed as if such provision had been more narrowly drawn so as
not to be invalid or unenforceable.
c) This Agreement supersedes all prior agreements, arrangements, and
understandings, written or oral, relating to the subject matter.
d) The failure of either party at any time or times to require performance of
any provision hereof shall in no way affect the right at a later time
to enforce the same.
CYBEX INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman
Date: 27 May 97
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, "Employee"
Date: 16 May 97
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The effective date of this Agreement shall be as of the date it is approved by
the CYBEX Board of Directors.
EXHIBIT A
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Employment Agreement Dated 2 May 1997
▇▇▇▇▇ ▇▇▇▇▇▇
1998
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BONUS COMPENSATION PLAN
REPORTABLE EPS (Historical and Estimated Future)
1994 1995 1996 1997 (EST) 1998 (EST)
EPS .63 .44 .52 1.00
RONA 22.1% 14.8% 18.6%
BONUS EXPRESSED AS % OF BASE SALARY AT MEASUREMENT PERIOD
EARNINGS PER SHARE
RONA $1.00 $1.05 $1.10 $1.20 $1.25
20% 25% 50% 75% 100% 150%
25% 28% 53% 79% 105% 158%
30% 30% 55% 83% 110% 165%
Bonus paid based on 1998 results. Payout will be within 30 days post 1998
earnings release.
