CHANGE IN CONTROL
AGREEMENT
THIS CHANGE IN
CONTROL AGREEMENT (the “Agreement”) is entered into as
of the 31st day of March, 2009 (the “Effective Date”)
by and between ATRION CORPORATION, a Delaware Corporation (the
“Company”) and DAVID A. BATTAT (the
“Executive”).
W I T N E S S E T H:
WHEREAS, the
Executive is currently employed as the President and Chief
Operating Officer of the Company and as President of Halkey-Roberts
Corporation (“Halkey-Roberts”), a Company subsidiary;
and
WHEREAS, the
Company and the Executive desire to provide certain benefits to the
Executive in the event the Executive’s employment with the
Company or Halkey-Roberts is terminated in connection with a change
in control of the Company.
NOW, THEREFORE,
in consideration of the foregoing, the mutual provisions contained
herein, and for other good and valuable considerations, the parties
hereto agree as follows:
(a) The term of this
Agreement shall commence on the Effective Date and shall terminate
on the second anniversary of the Effective Date, provided, however,
that commencing on the day after the Effective Date and continuing
on each day thereafter (each such day being hereinafter referred to
as a “Renewal Date”), the term of this Agreement shall
be automatically extended so as to terminate on the second
anniversary of such Renewal Date unless the Company shall give
written notice to the Executive that the term of this Agreement
shall not be so extended as of a specified Renewal Date, in which
event this Agreement shall automatically terminate on the second
anniversary of such specified Renewal Date.
(b) Notwithstanding
subsection (a) hereof, this Agreement shall continue in effect
(i) until the date two years beyond the initial or any
extended date of termination in the event of a Change in Control
(as defined in Exhibit A hereto) prior to such date of termination,
and (ii) thereafter until the date that all obligations of the
Company hereunder have been paid in full.
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2.
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Termination
of Employment.
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(a) As set forth in
detail in this Section 2, if the Executive’s employment by
the Company or Halkey-Roberts is terminated in contemplation of or
within two years following a Change in Control, the Executive shall
be entitled to the compensation provided in Section 3 of this
Agreement unless such termination is as a result of (i) the
Executive’s death, (ii) the Executive’s Disability (as
defined below), (iii) the Executive’s termination for Just
Cause (as defined below), or (iv) termination of employment by the
Executive other than for Good Reason (as defined below).
(b) The Executive
shall be considered to be subject to a "Disability" if, as a result
of physical or mental sickness or incapacity or accident, the
Executive is unable to perform the normal duties of his employment
with the Company or Halkey-Roberts for a period of ninety (90) days
in any one hundred twenty (120) day period. If there is
any disagreement between the Company and the Executive as to
whether the Executive was unable to perform the normal duties of
his employment due to Disability, the same shall be determined
after examination of the Executive by a physician selected by the
Executive (or, if the Executive is unable to make such selection,
it shall be made by the Executive's spouse or, if the
Executive is not married or if his spouse is unable
or unwilling to make the selection, by any other adult
member of the Executive's immediate family) and approved by the
Company. The costs and expenses of such examination
shall be borne by the Company. The determination of such
physician shall be conclusive evidence as to whether the Executive
was unable to perform the normal duties of his employment due to
Disability. If the Executive does not permit such
examination by such physician, then, for purposes hereof, the
determination as to whether the Executive was unable to perform the
normal duties of his employment due to Disability shall be made by
the Board of Directors of the Company (the
“Board”). Nothing herein shall have any
effect upon the Executive's eligibility to receive any disability
benefits from the Company or Halkey-Roberts pursuant to the terms
and conditions of any disability plan or other arrangement which
the Company or Halkey-Roberts may have in effect from time to
time.
(c) In the event the
Executive’s employment with the Company or Halkey-Roberts is
terminated by the Company or Halkey-Roberts, whether or not in
contemplation of or within two years following a Change in Control,
(i) for Just Cause, (ii) by the Executive for other than Good
Reason (as defined below), or (iii) due to the Executive’s
death of Disability, then the Executive shall not be entitled to
the compensation provided in Section 3 below or other compensation
or benefits hereunder. The term “Just Cause”
shall mean (A) the Executive's continuing willful failure to
perform his material duties and obligations as President and Chief
Operating Officer of the Company or as President of Halkey-Roberts
(except by reason of his death or incapacity due to his Disability)
after written notice thereof by the Company to the Executive, and
the Executive's failure or refusal to perform such duties and
obligations within thirty (30) days after the receipt of such
notice by the Executive or (B) the conviction of, or the entering
of a plea of nolo contendere by, the Executive with respect to a
felony (other than as a result of a traffic violation or as a
result of vicarious liability), provided that on or after a Change
in Control, Just Cause shall be limited to only clause (B)
above. For purposes of this Section 2(c), no act, or
failure to act, on Executive's part shall be considered "willful"
unless done, or omitted to be done, by him not in good faith and
without reasonable belief that his action or omission was in the
best interests of the Company or Halkey-Roberts. The
Company must assert a Just Cause termination event no later than
ninety (90) days after discovery of such event.
(d) In the event the
Executive’s employment with the Company or Halkey-Roberts is
terminated in contemplation of or within two years following a
Change in Control (i) by the Company or Halkey-Roberts without Just
Cause or (ii) by the Executive for Good Reason, the Executive shall
be entitled to the compensation and other benefits provided in
Section 3 below. The term “Good Reason”
shall mean any one or more of the following: (A) without the
Executive's express written consent, any diminution in the
Executive's titles, authorities, responsibilities or the assignment
of the Executive to any duties inconsistent with his position,
duties, responsibilities and status with the Company as its
President and Chief Operating Officer and President of
Halkey-Roberts or the removal by the Board, or the failure or
refusal of the Board to re-elect, the Executive as the President
and Chief Operating Officer of the Company and President of
Halkey-Roberts at any time during the term of this Agreement; (B)
the Company's breach of any provision of this Agreement or any
other breach by the Company or Halkey-Roberts of any provision of
any agreement between the Company or Halkey-Roberts and the
Executive and failure, within the ten (10) day period following its
receipt of written notice from the Executive describing such breach
in reasonable detail, to promptly commence in good faith to cure
such breach (if curable); provided that such cure must be effected
no later than thirty (30) days following such notice and provided
further that such cure right shall not be available on more than
one occasion in any twelve (12) month period; (C) failure of the
Company to obtain the assumption in writing (a copy of which is
delivered to the Executive) of the Company's obligations hereunder
to the Executive by any successor to the Company prior to or at the
time of a merger, acquisition, consolidation, disposition of
substantially all of the assets of the Company or similar
transaction. For purposes of clause (A) above, a
"diminution in the Executive's titles, authorities or
responsibil
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