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Exhibit 10.1
Form of Change of
Control Agreement
ANALOGIC
CORPORATION
CHANGE OF CONTROL
AGREEMENT
THIS
AGREEMENT (the “ Agreement ”) by and between
Analogic Corporation, a Massachusetts corporation (the “
Company ”), and
(the “ Executive ”), dated as of May
, 2007 (the
“Agreement Date”).
The Board
of Directors of the Company (the “ Board ”) has
determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility,
threat, or occurrence of a Change of Control (as defined below).
Therefore, to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.
NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
Certain Definitions
(a) An “ Affiliate ” of, or a Person
“ Affiliated ” with, a specified Person, means a
Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common
control with, the Person specified.
(b) “ Effective Date ” means the first date
during the Change of Control Period on which a Change of Control
occurs; provided that the Executive is employed by the Company on
that date.
(c) “ Change of Control Period ” means the
period beginning on the Agreement Date and ending on the third
anniversary of the Agreement Date. However, beginning on the first
anniversary of the Agreement Date, and on each successive
anniversary of the Agreement Date (each of such first and
successive anniversaries being referred to herein as a “
Renewal Date ”), the Change of Control Period will be
automatically extended so that it terminates 36 months after
the Renewal Date, unless, at least 60 days prior to that
Renewal Date, the Company notifies the Executive that the Change of
Control Period will not be so extended.
(d) “ Company ” means, collectively, the
Company and its Subsidiaries except for purposes of Section 2
or where the context clearly requires otherwise.
(e) “ Person ” has the meaning given to
that term in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), but
excluding any Person described in and satisfying the conditions of
Rule 13d-1(b)(1) under Section 13 of the Exchange
Act.
(f) “ Subsidiary ” means any corporation,
limited liability company, partnership or other entity that is an
Affiliate of the Company.
2.
Change of Control . “ Change of Control ”
means:
(a) any acquisition or series of acquisitions by any Person
other than (i) the Company, (ii) any Subsidiary,
(iii) any employee benefit plan of the Company or any
Subsidiary, or (iv) any Person holding common shares of the
Company for or pursuant to the terms of such employee benefit plan,
which acquisition or acquisitions result in such Person (such
Person being referred to herein as the “ Acquirer
”) becoming the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (the “ Acquired Company
Securities ”) constituting 35% or more of either
(i) the then outstanding shares of the common stock of the
Company (“ Outstanding Company Common Stock ”),
or (ii) the combined voting power of the Company’s then
outstanding securities that are then entitled to vote generally in
the election of directors of the Company (“ Outstanding
Company Voting Securities ”), except that any such
acquisition or acquisitions of Outstanding Company Common Stock or
Outstanding Company Voting Securities by the Acquirer will not
constitute a Change of Control where, and so long as, the Acquirer
(i) does not ever exercise the voting power of its Outstanding
Company Common Stock or its Outstanding Company Voting Securities,
(ii) does not ever otherwise exercise control with respect to
any matter concerning or affecting the Company, and
(iii) promptly, but in no event longer than six
(6) months after it acquires the Outstanding Company Common
Stock or Outstanding Company Voting Securities, sells, transfers,
assigns, or otherwise disposes of, to a person that is not an
Affiliate of the Acquirer, that portion of the Acquired Company
Securities which is necessary to achieve all of the
following results and objectives: to cause the Acquirer to become
the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of Acquired Company
Securities that constitute less than 20% of (A) the then
existing Outstanding Company Common Stock, and (B) the then
existing Outstanding Company Voting Securities; or
(b) approval by the stockholders of the Company of an
agreement to merge or consolidate or otherwise reorganize, with or
into one or more Persons that are not Affiliates of the Company, as
a result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity immediately after
any such merger, consolidation, or reorganization are, or will be,
owned, directly or indirectly, by Persons that were stockholders of
the Company immediately before such merger, consolidation, or
reorganization.
3.
Employment Period . The Company hereby agrees to continue
the Executive in its employ, and the Executive hereby agrees to
remain in the employ of the Company, for the period commencing on
the Effective Date and ending at the end of the 12th month
following the Effective Date (the “ Employment Period
”).
4.
Terms of Employment
(a)
Position and Duties .
(i) During the Employment Period, (A) the
Executive’s position (including, without limitation, offices,
titles, and reporting requirements), authority, duties, and
responsibilities shall be at least commensurate in all material
respects with the most significant of, and the highest grade or
level of, those that were held or exercised by the Executive or
assigned to the Executive at any time during the 120-day period
immediately preceding the Effective Date, and (B) the
Executive’s services shall be performed at the location where
the Executive was employed immediately preceding the Effective Date
or any other location less than 35 miles from
.
(ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote full-time attention and time during
normal business hours to the business and affairs of the Company
and, to the extent necessary to discharge the responsibilities
assigned to the Executive hereunder, to use the Executive’s
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, it shall not be a
violation of this Agreement for the Executive to (A) serve on
corporate, civic, or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements, or teach
at educational institutions, and (C) manage personal
investments, so long as these activities do not significantly
interfere with the performance of the Executive’s
responsibilities as an employee of the Company in accordance with
this Agreement, if and to the extent that any such activities have
been conducted by the Executive prior to the Effective Date.
(b)
Compensation .
(i)
Base Salary . During the Employment Period, the Executive
shall receive from the Company an annual base salary (“
Annual Base Salary ”), paid at a biweekly rate, equal
to the base salary in effect immediately prior to the Effective
Date. During the Employment Period, the Executive’s Annual
Base Salary shall be reviewed at least annually and shall be
adjusted at any time and from time to time as shall be consistent
with adjustments in base salary generally awarded in the ordinary
course of business to other peer executives of the Company. Annual
Base Salary shall not be reduced after any such increase, and,
after any such increase, the term “Annual Base Salary”
shall refer to the Annual Base Salary as so increased.
(ii) Annual Bonus . The Executive shall be eligible
for an annual bonus (the “ Annual Bonus ”) in
accordance with the Company’s then existing incentive
plan.
(iii) Incentive, Savings, Retirement and Welfare Plans
. The Executive, and the Executive’s family, as the case may
be, shall be eligible to participate in and shall receive benefits
under, during the Employment Period, all incentive, savings,
retirement and welfare plans, practices, policies, and programs
generally applicable to other peer executives of the Company, but
in no event shall such plans, practices, policies, and programs
provide the Executive (or the Executive’s family) with
incentive opportunities (measured with respect to both regular and
special incentive opportunities), savings opportunities, retirement
benefits opportunities or welfare benefits that are, in each case,
less favorable, in the aggregate, than the most favorable of the
corresponding opportunities that were provided by the Company for
the Executive under such plans, practices, policies, and programs
as were in effect at any time during the 120-day period immediately
preceding the Effective Date.
(iv) Business Expenses . During the Employment Period,
the Executive shall be entitled to receive from the Company prompt
reimbursement for all reasonable business expenses incurred by the
Executive in accordance with the practices, policies, and
procedures of the Company.
(v)
Fringe Benefits . During the Employment Period, the
Executive shall be entitled to receive from the Company fringe
benefits in accordance with the practices, policies, and programs
of the Company as were in effect for the Executive at any time
during the 120-day period immediately preceding the Effective
Date.
(vi) Vacation . During the Employment Period, the
Executive shall be entitled to receive from the Company paid
vacation in accordance with the most favorable plans, practices,
policies, and programs of the Company as were in effect for the
Executive at any time during the 120-day period immediately
preceding the Effective Date.
5.
Termination of Employment .
(a)
Death or Disability . The Executive’s employment shall
terminate automatically upon the Executive’s death during the
Employment Period. If the Company determines in good faith that a
Disability (as defined below) of the Executive has occurred during
the Employment Period, it may give to the Executive written notice
of its intent to terminate the Executive’s employment with
the Company. The Executive’s employment with the Company
shall terminate effective on the Executive’s receipt of such
notice (the “ Disability Effective Date ”).
“ Disability ” means the absence of the
Executi
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