EMPLOYMENT AGREEMENT
OF
JACK PACHECO
EMPLOYMENT
AGREEMENT (this “ Agreement ”), dated as of
March 28, 2008 (the “ Effective Date ”),
between Mirion Technologies, Inc., a Delaware corporation (the
“ Company ”) and Jack Pacheco (“
Executive ”).
In
consideration of the mutual agreements set forth below and set
forth in the Confidentiality, Non-Interference and Intellectual
Property Agreement attached hereto as Exhibit A (the
“ Confidentiality Agreement ”), and for other
good and valuable consideration given by each party to this
Agreement to the other, the receipt and sufficiency of which are
hereby acknowledged, the Company agrees to hire Executive and
Executive agrees to serve the Company as an employee pursuant to
the terms and subject to the conditions that follow.
1.
Employment . The Company hereby agrees to employ
Executive, and Executive hereby agrees to accept employment with
the Company, upon the terms and conditions contained in this
Agreement, effective on the Effective Date. Executive’s
employment with the Company shall continue, subject to earlier
termination of such employment pursuant to the terms hereof until
the first (1st) anniversary of the Effective Date and thereafter
shall automatically renew for additional one (1) year periods,
unless a notice of intent not to renew shall be delivered in
accordance with Section 11 by either the Chief Executive
Officer, the Board of Directors or Executive (as the case may be)
at least forty-five (45) days prior to such anniversary date
or one year renewal period, as the case may be (such term, as and
when so extended, the “ Employment Period ”). If
the Company provides Executive with a notice of non-renewal in
accordance with the above, the Company may in its discretion
terminate Executive’s services as of the date of such notice
by paying to Executive all amounts that would otherwise have become
due during the remainder of the Employment Period.
2.
Duties . During the Employment Period, Executive
shall serve on a full-time basis as the Chief Financial Officer
(“ CFO ”) of the Company. Executive’s
duties and responsibilities as CFO of the Company shall include
those duties customarily associated with an officer with a similar
title, as reasonably may be assigned to him from time to time by
the Board of Directors (the “ Board of Directors
”) or Chief Executive Officer of the Company. Executive shall
devote his full-time attention and energies and use his best
efforts in his employment with the Company. It is understood that
during the Employment Period Executive may (i) engage in personal
activities such as charitable, civic and trade industry work and
(ii) manage his personal investments, so long as such
activities do not conflict with his duties and responsibilities
hereunder.
3.
Compensation and Benefits . In consideration of
entering into this Agreement and as full compensation for
Executive’s services hereunder, during the Employment Period,
Executive shall receive the following compensation and
benefits:
(a)
Base Salary . The Company shall pay to Executive a base
salary (“ Base Salary ”) of $275,000 per year,
payable in accordance with the payroll policies from time to time
in effect at the Company. Executive’s Base Salary may be
subject to increase (but not decrease) on an annual basis as the
Board of Directors shall determine.
(b)
Signing Bonus . Within ten (10) business days of the
Effective Date, Executive shall receive a one-time signing bonus
equal to $35,000 (the “ Signing Bonus ”), which
shall be subject to Section 6(d).
(c)
Incentive Bonuses . In addition to Base Salary and the
Signing Bonus, during the Employment Period, Executive shall be
eligible to receive an annual incentive bonus based on the
achievement of annual goals determined by the Board of Directors at
the time of the Board of Directors’ approval of the
Company’s annual budget and payable in accordance with the
Company’s policies in effect from time to time (the “
Incentive Bonus ”). The amount of the Incentive Bonus
shall be targeted at fifty percent (50%) of Base Salary, is subject
to increase of up to a maximum of one hundred percent (100%) of
Base Salary and is subject to decrease, in each case, as determined
by the Board of Directors in their sole discretion.
(d)
Stock Options . The Company has adopted a stock plan (the
“ Option Plan ”) pursuant to which executives of
the Company selected by the Board of Directors will receive options
to purchase shares of the Company’s common stock, par value
$0.001 per share (“ Common Stock ”). The Company
will award options to Executive to purchase 16,000 shares of Common
Stock (the “ Options ”), with time vesting, and
at an exercise price equal to the then fair market value of the
Company’s Class A Common Stock, as determined by the
Board of Directors. All Options shall vest immediately in the event
that either (i) American Capital Strategies, Ltd. or its
affiliates (“ ACAS ”) no longer own at least 50%
of the outstanding capital stock of the Company currently held by
ACAS; provided that no such vesting shall occur as a result
of the initial public offering of the capital stock of the Company
or a company affiliated with the Company formed for the purpose of
an initial public offering or (ii) all or substantially all of
the assets of the Company are sold, transferred or disposed of to a
person (or group of persons acting in concert) that is not an
affiliate of ACAS. The Options will be granted under the Option
Plan on terms and on forms prescribed by the Board of
Directors.
(e)
Vacation . Executive shall be entitled to four
(4) weeks vacation per calendar year, accrued in accordance
with the usual vacation policies in effect at the
Company.
(f)
Other Benefits . Executive shall participate in and be
eligible to receive, but without duplication, all other benefits (
i.e. , benefits other than those of the types covered in
Sections 3(a) — (d)) offered to senior executives of the
Company under and in accordance with the provisions of any employee
benefit plan adopted or to be adopted by the Company other than any
severance benefits offered to senior executives in
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accordance with
any such plan. Except as set forth herein, Executive shall not be
entitled to any other benefits.
4.
Reimbursement for Expenses . During the Employment
Period, Executive shall be entitled to incur on behalf of the
Company reasonable and necessary expenses in connection with his
duties in accordance with Company’s policies and the Company
shall pay for or reimburse Executive for all such expenses upon
presentation of proper receipts therefor. The Executive shall
comply with such reasonable limitations and reporting requirements
with respect to such expenses as the Board of Directors may
establish from time to time.
5.
Termination . Executive’s employment hereunder
may be terminated as follows:
(a) Automatically
in the event of the death of Executive;
(b) At
the option of the Company, by the Board of Directors or by written
notice to Executive or his personal representative in the event of
the Permanent Disability of Executive. As used herein, the term
“ Permanent Disability ” shall mean a physical
or mental incapacity or disability which renders Executive unable
to render the services required hereunder (A) for one hundred
twenty (120) days in any twelve (12) month period or
(B) for a period of ninety (90) consecutive days;
(c) At
the option of the Company, by the Board of Directors for Cause (as
defined in Section 6(f));
(d) At
the option of the Company, by the Board of Directors at any time
without Cause , subject to the Company’s obligations
under Section 6(c) hereof;
(e) At
the option of Executive, at any time, for any reason, on sixty
(60) days prior written notice to the Company, which
60 day prior notice shall be waivable at the sole option of
the Company;
(f) At
the option of Executive for Good Reason (as defined in
Section 6(g)), on thirty (30) days prior written notice to the
Company, which 30 day prior notice shall be waivable at the
sole option of the Company; or
(g) By
non-renewal as contemplated under Section 1 hereof.
(a)
Death . Upon the termination of Executive’s employment
due to death, Executive or his legal representatives shall be
entitled to receive (i) an amount equal to Base Salary payable
through the date of termination, plus (ii) a pro rata portion
of Executive’s Incentive Bonus, if any, for the applicable
period during the fiscal year ending on the date of termination
(which portion of the Incentive Bonus shall be reasonably
determined by the Board of Directors as of the date of termination
of
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employment),
payable at the same time as such payment would be made had the
Executive continued his employment with the Company. Executive or
his legal representatives shall also be entitled to any accrued and
unpaid vacation pay or other benefits which may be owing in
accordance with the Company’s policies.
(b)
Permanent Disability . Upon the termination of
Executive’s employment due to Permanent Disability, Executive
or his legal representatives shall be entitled to receive
(i) an amount equal to Base Salary payable through the date of
termination, plus (ii) a pro rata portion of Executive’s
Incentive Bonus, if any, for the applicable period during the
fiscal year ending on the date of termination (which portion of the
Incentive Bonus shall be reasonably determined by the Board of
Directors as of the date of termination of employment), payable at
the same time as such payment would be made had Executive continued
his employment with the Company. Executive or his legal
representatives shall also be entitled to any accrued and unpaid
vacation pay or other benefits which may be owing in accordance
with the Company’s policies.
(c)
Termination Without Cause . If Executive’s employment
is terminated by the Company at any time during the Employment
Period without Cause (other than by non-renewal of this Agreement
in accordance with Section 1 hereof), Executive shall be
entitled to an amount equal to (i) his Base Salary through the
date of termination plus (ii) his Base Salary for a
period of twelve (12) months from the date of termination,
payable in accordance with the usual payroll policies in effect at
the Company as if Executive was employed at the time, plus
(iii) a pro rata portion of Executive’s Incentive Bonus,
if any, for the applicable period during the fiscal year ending on
the date of termination (which portion of the Incentive Bonus shall
be reasonably determined by the Board of Directors as of the date
of termination of employment), payable at the same time as such
payment would be made during Executive’s regular employment
with the Company. Executive shall also be entitled to any accrued
and unpaid vacation pay or other benefits which may be owing in
accordance with the Company’s policies. Notwithstanding the
above, the parties agree that the Company can take reasonable
actions to ensure that payments pursuant to this Section 6(c)
comply with Section 409A of the Internal Revenue Code (the
“ Code ”). If the Company provides Executive
with a notice of non-renewal in accordance with Section 1, the
Company may in its discretion terminate Executive’s services
as of the date of such notice or as of any other date during the
remainder of the Employment Period, by paying to Executive all
amounts that would otherwise have become due during the remainder
of the Employment Period.
(d)
Termination for Cause or by Executive Without Good Reason .
Except for Base Salary through the day on which Executive’s
employment was terminated and any accrued and unpaid vacation pay
or other benefits which may be owing in accordance with the
Company’s policies or applicable law, Executive shall not be
entitled to receive severance or any other compensation or benefits
after the last date of employment with the Company upon the
termination of Executive’s employment hereunder pursuant to
Section 5(c) or upon Executive’s termination of employment
hereunder pursuant to Section 5(e), without Good Reason.
Additionally, in the event that
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Executive’s employment hereunder is
terminated pursuant to Section 5(c) or by Executive without Good
Reason pursuant to Section 5(e) prior to the first anniversary of
the Effective Date, Executive shall reimburse the Company for the
full amount of the Signing Bonus.
(e)
Termination by Executive for Good Reason . If
Executive’s employment is terminated by the Executive at any
time during the Employment Period for Good Reason, Executive shall
be entitled to (i) his Base Salary for a period of twelve
(12) months from the date of termination, payable in
accordance with the usual payroll policies in effect at the Company
as if Executive was employed at the time, plus (iii) a
pro rata portion of Executive’s Incentive Bonus, if any, for
the applicable period during the fiscal year in which termination
occurs (which portion of the Incentive Bonus shall be reasonably
determined by the Board of Directors as of the date of termination
of employment), payable at the same time as such payment would be
made during Executive’s regular employment with the Company.
Executive shall also be entitled to any accrued and unpaid vacation
pay or other benefits which may be owing in accordance with the
Company’s policies. Notwithstanding the above, the parties
agree that the Company can take reasonable actions to ensure that
payments pursuant to this Section 6(e) comply with
Section 409A of the Code.
(f)
Cause Defined . For purposes of this Agreement, the term
“ Cause ” shall mean that Executive:
(i) committed
or engaged in an act of fraud, embezzlement, sexual harassment or
theft, in connection with Executive’s duties for the Company
or any subsidiary of the Company;
(ii) materially
breached or defaulted under his agreements or obligations under
this Agreement or the Non-Disclosure Agreement or any similar
agreement with the Company or any subsidiary of the Company (which
breach or default, if reasonably capable of cure, is not cured
within two (2) Business Days after written notice thereof is
received by Executive or, if reasonably capable of cure but not
within two (2) Business Days, the Executive shall not have
commenced cure in good faith within such two (2) Business Days
and completed such cure as promptly as reasonably practical
thereafter);
(iii) is
convicted of, or pleads nolo contendere with respect to, a
felony; or
(iv) engaged
in an act of gross negligence or willful failure to perform his
duties or responsibilities, including the failure to follow in any
material respect a direction or written policy of the Board (which
breach or default, if reasonably capable of cure, is not cured
within ten (10) Business Days after written notice thereof or,
if reasonably capable of cure but not within ten (10) Business
Days, the Executive shall not have commenced cure in good faith
within such ten (10) Business Days and completed such cure as
promptly as reasonably practical thereafter).
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(g)
Good Reason Defined . For purposes of this Agreement, the
term “Good Reason” shall mean in the absence of the
written consent of Executive:
(i) a
material reduction in Executive’s Base Salary by the
Company;
(ii) a
material diminution in Executive’s authority, duties or
responsibilities with respect to the Company, in each case, from
those contemplated in Section 2 (other than isolated actions
not taken in bad faith and remedied by the Company within the cure
period set forth below);
(iii) the
requirement by the Company that Executive be based in an office
which is more than twenty (25) miles from the Company’s
headquarters at Bishop Ranch 8, 3000 Executive Parkway, San Ramon,
CA; or
(iv) any
failure by the Company to comply with any material provision of
this Agreement.
Notwithstanding
the foregoing, in the event that Executive provides written notice
of termination for Good Reason in reliance upon this
Section 6(g), the Company shall have the opportunity to cure
such circumstances within thirty (30) days of receipt of such
notice. If Executive does not deliver to the Company a notice of
termination within the thirty (30) day period after Executive
has knowledge that an event constituting Good Reason has occurred,
such event will no longer constitute Good Reason.
(h)
Condition to Payment . All payments and benefits due to
Executive under this Section 6 which are not otherwise
required by law shall be contingent upon (i) execution by
Executive (or Executive’s beneficiary or estate) of a general
release of all claims in a form prescribed by the Board of
Directors.
(i)
No Other Severance . Executive hereby acknowledges and
agrees that, other than the severance payment described in Section
6(c) and (e) hereof, upon termination, Executive shall not be
entitled to any other severance under any Company benefit plan or
severance policy generally available to the Company’s
employees or otherwise.
(j)
Survival . This Section 6 shall survive any termination
or expiration of this Agreement.
7.
Confidentiality Agreement . Simultaneous with the
execution and delivery of this Agreement, the Company and the
Executive shall execute and deliver the Confidentiality Agreement
attached hereto as Attachment A incorporated herein by
reference. The Confidentiality Agreement shall survive any
termination of this Agreement in accordance with the terms of the
Confidentiality Agreement.
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8.
Indemnification . The Company will indemnify
Executive in his capacity as an officer or employee of the Company
to the fullest extent permitted by the certificate of incorporation
and bylaws of the Company.
9.
Withholding Taxes . Executive acknowledges and agrees
that the Company may directly or indirectly withhold from any
payments under this Agreement all federal, state, city or other
taxes that will be required pursuant to any law or governmental
regulation.
10.
Effect of Prior Agreements . This Agreement, together
with the Confidentiality Agreement and the Option Plan and related
option award documentation constitute the sole and entire
agreements and understandings between Executive and the Company
with respect to the matters covered hereby and thereby, and there
are no other promises, agreements, representations, warranties or
other statements between Executive and the Company in respect to
such matters not expressly set forth in these agreements. These
agreements supersede all prior and contemporaneous agreements,
understandings or other arrangements, whether written or oral,
concerning the subject matter thereof.
11.
Notices . Any notice required, permitted, or desired
to be given pursuant to any of the provisions of this Agreement
shall be deemed to have been sufficiently given or served for all
purposes when faxed, when delivered by hand, or received by
registered or certified mail, postage prepaid, or by nationally
recognized overnight courier service addressed to the party to
receive such notice at the following address or any other address
substituted therefor by no
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