EXHIBIT 10.2
EXECUTION COPY
AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made this
9 day of July, 2007 between XXXXXXX X. XXXXXXX (the "Executive") and POLYMEDICA
CORPORATION (the "Company").
RECITALS
R-1. The Executive and the Company entered into an Employment Agreement
dated February 13, 2006, which sets forth the terms of the Executive's
employment (the "Employment Agreement"); and
R-2. The Company through the Compensation Committee of its Board of
Directors (the "Compensation Committee") has determined that it is in Company's
interest to modify certain terms of the Executive's employment, and the
Executive has agreed to those modifications.
In consideration of the recitals set forth above, the mutual promises
contained in this Amendment and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by the parties, the Executive
and the Company agree as follows:
1. Term. The parties hereby agree that the initial term of employment as
set forth in Section 1 of the Employment Agreement is hereby amended such that
the initial term shall continue in effect until March 31, 2010. All other
provisions within Section 1 of the Agreement shall remain in full force and
effect.
2. Title. The parties hereby acknowledge that pursuant to Section 2(a) of
the Employment Agreement, the Executive's title has been modified from "Chief
Operating Officer of the Company" to "President of the Company".
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3. Base Salary. The parties acknowledge that pursuant to Section 3(a) of
the Employment Agreement (providing for periodic increases in the Executive's
base salary), the Executive's base salary was increased 3% (to $407,385 per
annum) effective April 1, 2007.
4. Calculation of the Executive's Severance for Certain Terminations - Lump
Sum Payment of Severance.
a. The parties hereto agree that any severance payment payable to
the Executive pursuant to Section 7(b)(ii)(C) of the Employment
Agreement shall be equal to two times the sum of (x) the
Executive's highest Base Salary during the period the Executive
was employed by the Company and (y) 100% of Employee's target
bonus, as established by the Compensation Committee, for that
Fiscal Year in which the Executive was terminated without Cause
or in which the Executive terminated his employment for Good
Reason, and any severance payment payable to the Executive
pursuant to Section 7(b)(v)(C) of the Employment Agreement shall
be equal to two times the sum of (x) and (y) as set forth in this
paragraph 4.
b. In connection with the severance payments set forth in paragraph
4(a), above, the parties hereto agree that, notwithstanding
anything to the contrary set forth in Sections 7(b)(ii)(C),
7(b)(ii)(H), 7(b)(v)(C) and 7(b)(v)(H), in the event the
Executive is deemed to be a "key employee" with the meaning of
Code Section 416(i), such severance payments shall be paid to the
Executive in a single lump sum payment on the first business day
of the seventh month following the Termination Date, consistent
with Sections 7(b)(ii)(H) and 7(b)(v)(H) therein, or such earlier
date as may be in compliance with the terms of Code Section 409A
or any successor statute, regulation and guidance thereto,
provided that such earlier payment shall not increase the total
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financial obligation of the Company under the Agreement, as
amended.
5. Miscellaneous.
a. Any capitalized term not expressly defined in this Amendment
shall have the meaning ascribed to it in the Employment
Agreement.
b. Except as expressly modified by this Amendment, all terms of the
Executive's Employment Agreement, dated February 13, 2006 shall
remain in full force and effect.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and the Executive has executed this Amendment to
Employment Agreement as of the day and year first above written.
POLYMEDICA CORPORATION
/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Chief Executive Officer
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XXXXXXX X. XXXXXXX
/s/ Xxxxxxx X. Xxxxxxx
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