[LETTERHEAD OF AXSYS TECHNOLOGIES]
EXECUTIVE OFFICES
July 29, 1999
Xx. Xxxx X. Xxxxxx
00 Xxxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
I am pleased that you have decided to join Axsys as President and Chief
Operating Officer. The terms of your employment will be as set forth on the
attached Exhibit I hereto. Please indicate your agreement by executing the two
copies of this letter in the space provided below and return one copy via the
enclosed envelope.
This is an exciting time in the development of Axsys. I look forward to working
with you to retain and build the Company's position as a leader in the design
and manufacture of precision measurement and positioning products and create
additional value for Axsys shareholders.
Yours truly,
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Chairman
Encl./
I acknowledge and accept the terms and conditions of employment referenced
above.
/s/ Xxxx X. Xxxxxx August 1, 1999
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Xxxx X. Xxxxxx Date
EXHIBIT I
Summary of Employment Terms
Position; Duties:
President and Chief Operating Officer of Axsys Technologies, Inc. (the
"Company"). Executive will exercise such duties as customarily pertain to the
office of President, and shall report to the Chairman of the Board.
Compensation:
$225,000 per year, paid in accordance with the Company's regular payroll
practices. Executive will be eligible for annual incentive compensation targeted
at 50% of Executive's annual base compensation based upon achievement of
objectives to be agreed upon. Annual incentive compensation will be payable in
accordance with Company's incentive compensation policies. To be adjusted
equitably for partial year.
Stock Options:
Non-qualified options to purchase 50,000 shares of common stock at an exercise
price equal to closing stock price on date of grant. Options will vest 20% on
each anniversary of grant date. Will accelerate on change in control in
accordance with provisions of Company's existing form of stock option agreement.
Mechanics of implementation of award to be determined based on legal review.
Severance Protection Agreement:
Executive and the Company will enter into a Severance Protection Agreement in
the form of Severance Protection Agreement to which other senior corporate
executives of the Company are parties.
Termination Without Cause:
Executive will be entitled to continuation of base salary and welfare benefits
in the event Executive is terminated by the Company without cause for a period
ending on the earlier of one year after termination or Executive's commencement
of full-time employment with another employer.
Benefits:
Executive will be entitled to benefits consistent with other senior corporate
executives of the Company, including annual paid vacation of 3 weeks.
Relocation:
In the event that the Company shall require Executive to relocate as a condition
of continued employment, the Company will reimburse Executive for reasonable
out-of-pocket expenses incurred by Executive in connection with such relocation
(excluding real estate commissions).
Start Date: August 30, 1999
