EMPLOYMENT AGREEMENT
May 2, 2000
Xx. Xxxxxx X. Xxxxxxxxx
000 Xxxxx Xxxxxx
Xxxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxxx:
In consideration of the mutual promises herein contained, CONMED
Corporation, a New York corporation (hereinafter the "Company"), and you hereby
agree that you will be employed by the Company on the following terms and
conditions:
1. Employment.
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The Company hereby agrees that you will be employed to serve as the
President and Chief Operating Officer of the Company during the term of
employment set forth in Section 2 of this Agreement. You hereby agree to serve
as President and Chief Operating Officer of the Company during such term of
employment.
2. Term of Employment.
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Subject to the provisions for early termination pursuant to Section 5
of the Agreement, your term of employment under this Agreement shall be for a
period beginning January 1, 2000 and ending December 31, 2004.
3. Duties During Term of Employment.
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During your term of employment under this Agreement, you shall devote
your full business time and attention and all reasonable efforts to the affairs
of the Company and its subsidiaries and affiliates and shall perform such
executive and administrative duties for the Company and subsidiaries and
affiliates as you may be called upon to perform, from time to time, by the Board
of Directors of the Company (the "Board").
4. Compensation and Benefits.
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(a) Base Annual Salary.
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The Company shall pay to you during your term of employment under this
Agreement a base annual salary at the rate of at least $200,000 per year,
payable in equal weekly installments during each year of your term of
employment. It is understood that the Board of Directors of the Company may in
its discretion review from time to time your base annual salary and in its
discretion may from time to time increase your base annual salary and/or grant
bonuses if it determines that circumstances justify any such increase and/or
bonuses.
(b) Deferred Compensation.
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In addition to your base annual salary, the Company shall establish a
deferred compensation account on your behalf, which shall be credited with the
amount of $100,000 on December 31, 2000 and on each subsequent December 31
during the term of this Agreement. This account shall also be credited on
December 31, 2001 and each December 31 thereafter with an amount equal to
interest on the amount outstanding in the account on the day prior to such
December 31 at the rate of 10% per annum. Commencing within 60 days after
retirement or termination of employment, the Company shall pay you, for 120
months, an amount equal to the amount then outstanding in the deferred
compensation account divided by the number of payments remaining to be made. The
account shall be reduced by the amount of any payments and shall continue to be
credited with interest annually on the amount outstanding in the account. Such
payments may be accelerated at the option of the Company; you may elect to
receive payments over a period of less than 120 months (including a lump sum),
provided that your election is made prior to the beginning of the year before
the year of your retirement or termination of employment. In the event of your
death the Company shall make payments to the beneficiary or beneficiaries
designated by you in writing to the Company or to your estate in the absence of
such designation or if no designated beneficiary should survive you. Such
payments to your beneficiary (or beneficiaries) or estate, as the case may be,
shall be made in the same manner as specified above, except that such payments
shall commence within one month of your death. In the event of the death of the
last designated beneficiary prior to the completion of all payments, the balance
credited to the deferred compensation account shall be made to the estate of the
last surviving beneficiary. You understand and agree, and the Company agrees,
that the deferred compensation account is solely a bookkeeping account, does not
represent a segregated amount of money for your benefit, and that you shall not
have by virtue of this Agreement a security interest in the foregoing account or
in any assets or funds of the Company.
(c) Benefit Plans.
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You also shall be entitled to participate in all life and health
insurance plans, pension plans and other plans, benefits or bonus arrangements
provided by the Company from time to time during your term of employment under
this Agreement and made available by the Company to its executives generally, if
and to the extent that you are eligible to participate in accordance with the
provisions of any such plan or for such benefits. Specifically, you shall be
entitled to participate in the Company's stock option plans and shall continue
to be entitled to participate in the Company's pension and disability plans and
be provided with split-dollar life insurance coverage and reimbursement of club
memberships and automobile expenses as under present practices, with initial
coverage of $1.0 million. In no event shall the benefits provided you be less,
in the aggregate, than those provided you under present plans and practices.
Life and health insurance benefits and split-dollar life insurance coverage
shall continue for your and your wife during the terms of your lives. In
addition, the Company shall reimburse you for your reasonable personal legal and
accounting expenses related to your estate and tax planning and to preparing and
filing your tax returns.
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5. Early Termination of the Term of Employment.
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(a) Early Termination Other Than for Just Cause.
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If at any time during your term of employment under this Agreement, the
Board of Directors of the Company shall fail to reelect you as the President and
Chief Operating Officer of the Company, shall remove you from such office, shall
substantially reduce your duties and responsibilities or shall terminate your
employment under this Agreement, in each case other than for "just cause" as
such term is defined in paragraph (c) of this Section 5, such event shall be
deemed an early termination other than for just cause. After an early
termination other than for just cause, you shall have no obligations under this
Agreement (other than your obligations under Sections 8 and 9 of this
Agreement), you shall have no obligation to seek other employment in mitigation
of damages in respect of any period following the date of such early termination
and you shall be entitled to receive from the Company an immediate lump sum
payment equal to the result of multiplying (i) the greater of (A) three or (B)
the number of years and fractions thereof (rounded to the nearest month) then
remaining in the term of employment by (ii) the sum of (A) your base annual
salary to which you are then entitled and (B) an amount equal to the average of
the bonuses, deferred compensation and incentive compensation earned by you in
each of the Company's three fiscal years prior to the date of your early
termination. If such lump sum payment is not made in full within ten days of
such early termination other than for just cause, the Company shall also pay you
interest on the amount of the remaining payment at the prime rate of The Chase
Manhattan Bank, in effect from time to time.
In addition, in the event of your early termination other than for just
cause, you shall be entitled to continued coverage under the benefit plans of
the Company specified in paragraph (c) of Section 4 of this Agreement as if such
early termination had not occurred, for a period equal to the greater of (x)
three years from the date of such early termination or (y) the remainder of the
term of employment. You shall also be entitled to receive payment of the
deferred compensation account as specified in paragraph (b) of Section 4 of this
Agreement, and you or your beneficiary or your estate shall be entitled to
receive from the Company all payments and benefits required pursuant to the
provisions of Section 6 of this Agreement, as if such early termination had not
occurred.
(b) Early Termination for Just Cause.
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If at any time during your term of employment under this Agreement, the
Board of Directors of the Company shall fail to reelect you as the Chief
Operating Officer of the Company, shall remove you from such office, shall
substantially reduce your duties and responsibilities or shall terminate your
employment under this Agreement, in the case for "just cause" as such term is
defined in paragraph (c) of this Section 5, subject to the provisions of Section
6 for additional payments and benefits in the event of your death or permanent
disability (as such term is defined in Section 6), the Company shall only be
obligated to pay you (i) your then base salary and to provide continued coverage
under the benefit plans of the Company specified in paragraph (c) of Section 4
of this Agreement through the end of the month during which such early
termination occurs, and (ii) the deferred compensation account as specified in
paragraph (b) of Section 4 of this Agreement, plus an additional amount of
deferred compensation equal to a pro rata amount of such deferred compensation
under paragraph (b) of Section 4 for the year of your termination.
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(c) Definition of Just Cause.
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"Just cause" under this Agreement shall mean a breach by you of your
obligations under this Agreement, willful misconduct, dishonesty, conviction of
a crime (other than traffic or other similar violations or minor misdemeanors),
intoxication on the job or excessive absenteeism not related to illness.
6. Death or Disability.
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If before the expiration date of your term of employment under this
Agreement you shall die, or become permanently disabled, the Company shall be
obligated to pay (in the case of death) to your beneficiary in writing or to
your estate in the absence or lapse of such designation, or (in the case of such
disability) to you or your representative, 100% of your annual base salary to
which you are then entitled to the end of such term of employment. In addition,
in the event of such disability, you shall continue to fully participate in all
benefit plans of the Company specified in paragraph (c) of Section 4 of this
Agreement to the expiration date of such term of employment, and in the case of
life and health insurance benefits and split-dollar life insurance coverage, the
benefits will continue for you and your wife during the terms of your lives. For
purposes of this Agreement, "permanent disability" means inability to perform
the services required under this Agreement due to physical or mental disability
which continues for 180 consecutive days. Evidence of such disability shall be
certified by a physician acceptable to both the Company and you.
7. Non-competition.
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It is agreed that during your term of employment under this Agreement
and for a period of two years thereafter you will not, without the prior written
approval of the Board of Directors of the Company, become an officer, employee,
agent, limited or general partner, director, member or shareholder of any
business enterprise in competition with the Company or any subsidiary of the
Company, as the business of the Company or any such subsidiary may be
constituted during such term of employment, or at the expiration of such term or
period. Notwithstanding the preceding sentence, you shall not be prohibited from
owning less than five (5%) percent of the outstanding equity of any publicly
traded business enterprise.
8. Non-disclosure.
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You shall not, at any time during or following your term of employment
under this Agreement, disclose or use, except in the course of your employment
or consultation arrangements with the Company in the pursuit of the business or
interests of the Company or any of its subsidiaries or affiliates, any
confidential information or proprietary data of the Company or any of its
subsidiaries or affiliates, whether such information or proprietary data is in
your memory or memorialized in writing or other physical terms.
9. Conflicts.
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Any paragraph, sentence, phrase or other provision of this Agreement
which is in conflict with any applicable statute, rule or other law shall be
deemed, if possible, to be modified or altered to conform thereto or, if not
possible, to be omitted herefrom. The invalidity of any portion of this
Agreement shall not affect the force and effect of the remaining valid portions
hereof. Section and paragraph headings are included in this Agreement for
convenience only and are not intended to affect in any way the meaning or
interpretation of this Agreement.
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10. Beneficiaries.
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Wherever this Agreement provides for the written designation of a
beneficiary or beneficiaries by yourself, you shall have the right to revoke
such designation and to redesignate a beneficiary or beneficiaries by written
notice to the Company to such effect.
11. Governing Law.
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This Agreement is governed by and is to be construed and enforced in
accordance with the laws of the State of New York.
12. Miscellaneous.
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This Agreement constitutes the entire understanding between you and the
Company relating to your employment with the Company and supersedes and cancels
all prior written and oral understandings and agreements with respect to such
matters, other than with respect to the deferred compensation account under
Section 4(b). This Agreement shall be binding upon, and shall inure to the
benefit of you and the Company, your heirs, executors and administrators and the
Company's successors.
If the foregoing correctly sets forth the understanding between you and
the Company, please execute and return the enclosed copy of this letter.
CONMED CORPORATION
By: /s/Xxxxxx X. Xxxxx, Esq.
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Xxxxxx X. Xxxxx, Esq.
Vice President - Legal Affairs
General Counsel
Agreed and accepted as of the date first above written:
/s/Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
