Exhibit 10.22
[LOGO] INFICON
Employment Agreement
This EMPLOYMENT AGREEMENT ("Agreement")
is entered into by and between
INFICON, Inc. (the "Company")
and
Xxxxx X. Xxxxx, residing at 0000 Xxx Xxxx, Xxxxxxxxx. Xxx Xxxx, 00000. XXX (the
'Employee')
1. Appointment; Term
The Employee will serve as Vice President, Finance and Chief Financial
Officer of the Company and report exclusively to the President/Chief
Executive Officer of the Company. The Employee will serve in similar
capacities for affiliates of the Company for no additional base salary, as
requested by the Company's board of directors. The Employee will have
authority, responsibilities and duties commensurate with his title. The
Employee shall diligently and faithfully devote his full working time and
his best efforts exclusively to his employment under this Agreement and to
the furtherance of the best interests of the Company, subject to the
authority and direction of President/Chief Executive Officer. The term of
this appointment shall commence on July 1, 2003 and continue until
terminated in accordance with the provisions of Section 6 below.
2. Salary and Bonus
o The base salary of the Employee will be USD 178,500 per
annum., subject to yearly review and approval by the Company's
board of directors. The base salary will be paid with the same
frequency salaries are paid to other executive officers of the
Company. The Company may deduct or withhold from the
Employee's compensation all sums, which the Company may be
entitled to deduct or withhold under any provision of law now
in effect or which may become effective at any time during the
term of this Agreement.
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The Employee will be entitled to receive an annual cash
incentive bonus (the "Bonus") in accordance with the Company's
Annual Cash Incentive Bonus Plan (the "Plan"), as such Plan
may be modified from time to time.
3. Vacation
The Employee shall be entitled to paid vacation in accordance with the
vacation policy of the Company, as such policy may be modified from time
to time.
4. Benefit / Fringe Benefit
The Employee shall participate in the benefit programs on the same basis
as generally available to other executive officers of the Company, such
programs including health, disability and life insurance, 401(k), deferred
compensation, vacation, SERP, etc. In addition, during his employment
under this Agreement, the Company will continue to provide the Employee at
its expense with the same automobile benefit the Employee has been
receiving prior to the date of this Agreement.
5. Business Expenses
The Company shall reimburse the Employee for travel and other ordinary and
necessary business expenses related to the Employee's duties, which are
incurred by the Employee in the performance of his duties and accounted
for in accordance with the expense reimbursement policies and procedures
of the Company.
6. Termination of Employment
The employment under this Agreement may be terminated as follows:
o Death/Disability. This Agreement may be terminated on the death or
disability of the Employee. "Disability" shall be determined in
accordance with the existing policies and procedures of the Company
as they exist from time to time. Upon termination on account of
death, the Company will pay the Employee's beneficiary a lump sum
equal to twelve months of current base salary. Upon termination upon
account of disability, the Company will pay the Employee periodic
payments in accordance Company policy, as such policy may be
modified from time to time. Payments will be offset by any Company
provided death or disability benefits, as applicable.
o Termination by the Company or by the Employee. This Agreement may be
terminated by either party with cause upon delivery of a written
notice
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of termination with a 30 days notice period, or by the Company
without cause upon delivery of a written notice of termination, or
by the Employee without cause upon delivery of a written notice of
termination with a 90 days notice period. Cause for termination by
the Company will include (i) theft, embezzlement or fraud by the
Employee, (ii) incapacity on the job by reason of the use or abuse
of alcohol or drugs, (iii) commission of a felony or a crime
involving moral turpitude which the Company reasonably determines
adversely reflects upon the business, affairs, operations or
reputation of the Company, (iv) the failure or refusal of the
Employee to perform any significant portion of his duties hereunder
or the failure or refusal of the Employee to follow the directives
or established policies of the Company, (v) the Employee's negligent
performance of his duties, (vi) the Employee's commission of an act
of dishonesty or disloyalty toward the Company, or (vii) a material
breach by the Employee of this Agreement, Cause for termination by
the Employee will include a change of control of the Company, a
material reduction in the nature of the duties of the Employee, a
requirement that the Employee relocate, or a material breach by the
Company of this Agreement. Upon termination by either party either
with or without cause, the Company shall pay the Employee any unpaid
base salary, unpaid accrued vacation and business expenses and any
amounts due under the Company's benefits plan in accordance with the
rules and regulations of the plans. Upon termination by the Company
without cause or by the Employee for cause, the Employee will be
entitled, in addition, to (i) a pro rata portion of the Annual Cash
Incentive Bonus (if any) that otherwise would have been payable to
the Employee in respect of such partial fiscal year, (ii) coverage
under the Company's health insurance plan for a period of 12 months,
(iii) continuation of the Employee's then-existing automobile
benefit for a period of 12 months; and (iv) 12 months base salary.
7. Confidentiality
The Employee will not, without the prior written consent of the
President/Chief Executive Officer, either during the term of this
Agreement or at any time thereafter, use (whether for the benefit of
himself or any other person or entity), disclose or in any way communicate
to any person or entity any trade secret or confidential information
concerning customers, sales, contracts, the business, commercial or
financial operation of the Company or its affiliates, or any technical
data relating to the processes, products, design, or operation used by the
Company or its affiliates in their business, which the Employee acquires
during the term of his employment, other than such information or data as
may appear in published sources available to the general public. All
memoranda, notes, records, reports, files, letters and other documents, of
whatever nature, regarding the Company are, remain and shall become the
Company's property, including
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but not limited to any such documents prepared based upon papers or other
materials originally belonging to the Employee. Unless the Company
requests otherwise in writing, the Employee shall deliver upon the
termination of this Agreement or at any other time upon the Company's
request forthwith to the Company such documents, including copies or
photocopies thereof.
8. Ownership of Inventions, ideas and Copyrights
The Employee acknowledges that the Company shall be the sole owner of all
fruits and proceeds of the Employee's services hereunder, including but
not limited to all inventions, developments, discoveries, improvements and
all names and styles in any way relating to the business, processes,
products, equipment or apparatus of any nature whatsoever which may be
developed or created in connection within and during the term of the
Employee's services hereunder (whether or not any such invention,
discovery, improvement or name be the subject of a patent, patent
application, trademark, trademark application or other protection), free
and clear from any claims by the Employee (or any successor or assignee of
the Employee) of any kind or character, and shall be promptly disclosed to
the Company for the sole use and benefit of the Company. The Company is
further the economic owner of all copyrightable work completed by the
Employee during the term of this Agreement, unless otherwise agreed in
writing. The Employee agree to execute, at the request of the Company,
such assignments, certificates or other instruments as the Company from
time to time deems necessary or desirable to evidence, establish,
maintain, perfect, protect, enforce or defend the Company's rights, title
and interest in or to any such properties.
9. Survival
Any Section of this Agreement which by its terms or by necessary inference
should survive, shall survive and continue in full force and effect in
accordance with their respective terms, notwithstanding any termination of
this Agreement.
10. Notices
All notices and other communications required or permitted hereunder shall
be in writing and shall be deemed given when (a) delivered personally or
by overnight courier or certified mail, return receipt requested, to the
address of the other party set forth in the preamble to this Agreement or
to such other address for such party as shall be specified by notice given
pursuant to this Section 10.
11. Severability
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Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of any other provision of
this Agreement or the validity, legality or enforceability of such
provision in any other jurisdiction, but this Agreement shall be narrowed,
reformed, construed and enforced in such jurisdiction to the extent
required to make such provision valid, legal and enforceable or, if such
narrowing, reformation or construction is not possible, this Agreement
shall be enforced as if such invalid, illegal or unenforceable provision
had never been contained herein.
12. Entire Agreement
This Agreement constitutes the entire agreement and understanding between
the parties with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or
between the parties, written or oral, which may have related in any manner
to the subject matter hereof.
13. Assignment; Successors and Assigns
This Agreement is personal to the Employee and the Employee shall not be
entitled to assign his rights, duties or obligations hereunder without the
prior written consent of the Company. This Agreement may be assigned by
the Company to a purchaser of substantially all of the assets of the
Company. This Agreement shall be enforceable by the Employee and the
Employee's heirs, executors, administrators and legal representatives, and
by the Company and its successors and assigns.
14. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. Any dispute arising out of or relating to
this Agreement shall be submitted to the Federal and State Courts situated
in Syracuse, New York, USA as the court of first instance.
Place and date: October 3, 2003
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INFICON, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxx /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxx
President and Chief Executive Officer
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