Contract
September 30, 2002
StockerYale, Inc.
00 Xxxxxxxxx Xxxx
Xxxxx, Xxx Xxxxxxxxx 00000
Re: Retention Letter
Dear _____:
You are a highly valuable employee of StockerYale, Inc. XxxxxxxXxxx wishes to retain you as an
employee, and is therefore willing to make certain commitments in order to induce you to remain an
employee. This letter will confirm the agreement between you and StockerYale (the "Agreement") in
that regard. The Agreement is as follows:
Severance. In the event your employment is terminated by StockerYale for other than Cause, or by you
for Good Reason, or as a result of Change in Control, as defined below, then, within five (5) days
following the termination, StockerYale will make a one-time, lump-sum payment to you equal to twelve
months(1) of your then-current base salary.
Withholding. All payments made by StockerYale under this Agreement will be reduced by any tax or
other amounts required to be withheld under applicable law.
Benefits. Your medical and/or dental coverage through StockerYale's group medical and dental plans
will be continued throughout your severance period. You may then elect to continue your
participation in the Plans under COBRA at your own expense.
Assignment. You shall not make any assignment of this Agreement or any interest in it, by operation
of law or otherwise, without the prior written consent of StockerYale. StockerYale may assign its
rights and obligations under this Agreement without your consent. This Agreement shall inure to the
benefit of and be binding upon you and StockerYale, and each of our respective successors,
executors, administrators, heirs and permitted assigns.
Severability. If any portion or provision of this Agreement shall to any extent be declared illegal
or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each portion and provision
hereof shall be valid and enforceable to the fullest extent permitted by law.
No Employment Contract. This Agreement is not a contract of employment for a specific term, and your
employment is "At Will" and may be terminated by StockerYale at any time.
Definitions. For this Agreement, the following definitions apply:
(a) "Cause" for termination means: (i) your commission of an act of fraud or misrepresentation in
connection with your employment; or (ii) your conviction of or plea of nolo contendere to a felony
or a crime involving moral turpitude.
(b) "Good Reason" means: (i) the failure of StockerYale, without Cause, to continue to employ you in
your current position, or a substantially similar position (i.e., one involving no material
reduction in your duties, responsibilities or compensation); or (ii) an unconsented-to relocation of
your primary place of employment more than 20 miles from your current site of employment.
(c) "Change of Control" occurs when (a) any individual or organization becomes the owner of 50% or
more of the Common Stock of StockerYale or (b) an agreement of acquisition, merger, or consolidation
is executed by XxxxxxxXxxx, and becomes effective (and such agreement has been approved by the
shareholders to the extent required) which contemplates that after the effective date provided in
such agreement, all or substantially all of the business or assets of StockerYale shall be owned or
otherwise controlled by another individual or organization. In no event shall a change of control of
any subsidiary of StockerYale be deemed to cause a Change of Control of StockerYale.
9. Miscellaneous. This Agreement sets forth the entire agreement between you and StockerYale in
connection with the subject matter hereof, and replaces all prior and contemporaneous
communications, agreements and understandings, written or oral, with respect to the subject matter
hereof. This Agreement may not be modified or amended, and no breach shall be deemed to be waived,
unless agreed to in writing by you and an expressly authorized representative of StockerYale. The
headings and captions in this Agreement are for convenience only, and in no way define or describe
the scope or content of any provision of this Agreement. This Agreement may be executed in two or
more counterparts, each of which shall be an original and all of which together shall constitute one
and the same instrument. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, without regard to the conflicts of laws principles thereof, and all disputes
hereunder shall be adjudicated in the courts of the Commonwealth of Massachusetts, to whose personal
jurisdiction you hereby consent.
If the foregoing is acceptable to you, please sign both copies of this letter in the space provided,
at which time this letter will take effect as a binding agreement between you and StockerYale on the
basis set forth above. Please keep one original for your records and return one original to me.
Very truly yours,
By:
Xxxxxxx X. Xxxxxxxxxx
Compensation Committee
StockerYale, Inc.
Accepted and Agreed:
Name: _____________________
Date: ______________________
(1) Xxxx X. Xxxxxxxx'x payment would equal twelve months salary; Xxxxxxx X. X'Xxxxx'x payment would equal six months salary; and Xxxxxx X. Xxxxxxx'x payment would equal six months salary.
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Exhibit 10.16 / STKR
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2002 FORM 10-K
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