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Exhibit 10.(y)
Carsen Group Inc.
151 Telson Road
Markham, Ontario
Canada L3R 1E7
June 20, 2005
William J. Vella
1618 Amberlea Road
Pickering, Ontario, Canada L1V 5P3
Dear Bill:
This letter sets forth the terms of
our agreement regarding compensation that will be payable to you in
the event your employment with Carsen Group Inc. (the
“Company”) is terminated following the expiration of
the Distribution Agreement between Olympus America Inc. and the
Company on July 31, 2006.
Subject to the terms of this
Agreement, you will have the right to terminate your employment at
any time after August 30, 2006 by giving not less than ten
(10) days’ written notice of termination (a
“Termination Notice”) to the Company. Upon the
termination of your employment either by the Company or by you
after August 31, 2006, you will be entitled to a lump sum
payment in an amount equal to two hundred percent (200%) of your
total fiscal 2005 cash compensation (i.e., salary and bonus,
whether paid or accrued), which amount will be payable within
thirty (30) days following the termination date of your
employment. We will negotiate your compensation package for
fiscal 2006 in good faith. Although the fiscal 2006 formula
for your incentive compensation may differ from fiscal 2005, your
compensation potential will be comparable to fiscal
2005.
Notwithstanding anything above to
the contrary, if requested in writing by the President of Cantel
Medical Corp. (even after its receipt of a Termination Notice), you
agree to continue your employment with the Company (at its present
location) for a period not to exceed ninety (90) days following
July 31, 2006.&nb
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