EMPLOYMENT AGREEMENT
OF
SETH B. ROSEN
EMPLOYMENT
AGREEMENT (this “ Agreement ”), dated as of
January 7, 2008 (the “ Effective Date ”),
among Mirion Technologies, Inc., a Delaware corporation (the
“ Company ”) and Seth B. Rosen (“
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
(such term, as and when so extended, the “ Employment
Period ”), 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,
and where a notice of intent is delivered by the Chief Executive
Officer or the Board of Directors, such notice shall be deemed to
be termination by Company without Cause pursuant to Section 5(d)
hereof and thus subject to the Company’s obligations under
Section 6(c) hereof.
2.
Duties . During the Employment Period, Executive
shall serve on a full-time basis as the General Counsel, and Vice
President Corporate Development (“ General Counsel
”) of the Company. Executive’s duties and
responsibilities as General Counsel 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. It is further understood that Executive is permitted to
perform the following outside activities (and retain any resulting
compensation from such activities) so long as such activities do
not materially impact Executive’s performance of his
obligations to the Company hereunder: (a) serving
as an
arbitrator for Intellisys Corporation, headed by The Honorable
Daniel S. Goldin (former NASA Administrator); (b) serving on the
Advisory Board or Board of Directors of BlueSkies for Children, an
Oakland, California-based non-profit focused on early childhood
education; (c) serving on the Advisory Board for Peppercom,
Inc.’s ‘green’ communications practice;
(d) serving on the Advisory Board (or similar group) for the
Joint BioEnergy Institute (or successor organization), a U.S. Dept.
of Energy national bioenergy research institute, operated by the
University of California through Lawrence Berkeley National Lab;
(e) serving on the Advisory Board for a software start-up
company that uses bioinformatics to reduce the time and expense of
clinical trials; and (f) serving on such other Advisory Boards
or Board of Directors as agreed to in advance between the Executive
and the Chief Executive Officer or Board of Directors.
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 $200,000 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)
Incentive Bonuses . In addition to Base Salary, 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 forty percent
(40%) of Base Salary, is subject to increase of up to a maximum of
eighty percent (80%) of Base Salary and is subject to decrease, in
each case, as determined by the Board of Directors in their sole
discretion.
(c)
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 8,000 shares of Common
Stock, 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. Such options will
be granted under the Option Plan on terms and on forms prescribed
by the Board of Directors.
(d)
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.
(e)
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
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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
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; or
(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 thirty (30) day prior notice shall be waivable
at the sole option of the Company.
(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
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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 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, 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. In addition to the foregoing, Executive shall be
entitled to continued payment by the Company, for a period equal to
the lesser of (A) twelve (12) months from the date of
termination and (B) such time that Executive commences
employment with a new employer and becomes eligible to participate
in that employer’s health care benefits plan, of the group
health continuation coverage premiums for Executive and
Executive’s eligible dependents under Title X of the
Consolidated Budget Reconciliation Act of 1985, as amended (“
COBRA ”). 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 ”).
(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
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of employment
with the Company upon the termination of Executive’s
employment hereunder by the Company for Cause pursuant to Section
5(c) or upon Executive’s termination of employment hereunder
pursuant to Section 5(e), without Good Reason.
(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) an amount equal to Base Salary payable
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 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. In addition
to the foregoing, Executive shall be entitled to continued payment
by the Company, for a period equal to the lesser of (A) twelve
(12) months from the date of termination and (B) such time
that Executive commences employment with a new employer and becomes
eligible to participate in that employer’s health care
benefits plan, of the group health continuation coverage premiums
for Executive and Executive’s eligible dependents under
COBRA. 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 Confidentiality 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 lawful, properly adopted, direction or written
policy of the Board (which breach
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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).
(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
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 actual 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.
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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.
8.
Indemnification . The Company will indemnify
Executive in his capacity as an officer 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
agreemen
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