Exhibit 10.1
ICU
Medical, Inc.
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT is made and
entered into as of this first day of January 2008, by and
between ICU Medical, Inc., a Delaware corporation
(“Employer”), and George A. Lopez
(“Employee”).
RECITALS
A.
Employer is engaged in the business
of developing and manufacturing safe medical connectors.
B.
Employer desires to employ Employee,
and Employee desires to be employed, on the terms and conditions
set forth in this Agreement.
C. Prior to or contemporaneously
with the date of this Agreement, Employee and the Company have
entered into an Indemnification Agreement and a Confidentiality and
Inventions Agreement.
AGREEMENT
Accordingly, in consideration of the
mutual covenants contained herein, the parties agree as
follows:
1.
TERMS OF
AGREEMENT
1.1
Initial Term
The initial term of this agreement
shall begin on January 1, 2008 and shall continue until
December 31, 2008 unless it is terminated earlier pursuant to
Section 5.
1.2
Renewal Terms
Notwithstanding Section 1.1,
this Agreement shall be extended and continue in effect, subject to
Section 5, until the earlier of (i) the execution by
Employer and Employee of an amendment extending this Agreement or a
new employment agreement or (ii) March 31, 2009 if, but
only if, at December 31, 2008 each of the following is
true:
a.
This Agreement has not been
terminated pursuant to Section 5 and Employer has not notified
Employee of a termination pursuant to Section 5;
b.
Neither Employer nor Employee has
notified the other of its or his intention not to extend or renew
this Agreement; and
c.
The parties have not yet executed an
amendment extending this Agreement or a new employment
agreement.
Neither this Agreement nor the
employment of Employee will in any event continue beyond
March 31, 2009 unless Employer and Employee execute an
amendment extending this Agreement or a new employment agreement by
such date.
2.
EMPLOYMENT
2.1
Employment of
Employee . Employer hereby hires Employee as President and
Chief Executive Officer. Employee hereby accepts such employment on
the terms and conditions of this Agreement.
2.2
Position and
Duties . Employee shall serve, as President and Chief
Executive Officer of Employer and shall have the general powers and
duties of management usually vested in that office in a corporation
and such other powers and duties as may be prescribed by the Board
of Directors or the Bylaws of Employer. In this position, Employee
will report directly to, and be subject to the supervision of the
Board of Directors.
2.3
Standard of
Performance . Employee agrees that he will at all times
faithfully and industriously and to the best of his/her ability,
experience and talents perform all of the duties that may be
required of and from him/her pursuant to the terms of this
Agreement. Such duties shall be performed at such place or places
as the interests, needs, business and opportunities of Employer
shall require or render advisable.
2.4
Exclusive
Service . Employee shall devote all of his business
energies and abilities and all of his productive time to the
performance of his duties under this Agreement (reasonable absences
during holidays and vacations excepted), and shall not, without the
prior written consent of Employer, render to others any service of
any kind (whether or not for compensation) that, in the opinion of
Employer, would materially interfere with the performance of
his/her duties under this Agreement.
Employee shall not, without the
prior written consent of Employer, maintain any affiliation with,
whether as an agent, consultant, employee, officer, director,
trustee or otherwise, nor shall s/he directly or indirectly render
any services of an advisory nature or otherwise to, or participate
or engage in, any other business activity that conflict with
Employee’s obligations to the Company.
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3.
COMPENSATION
3.1
Compensation.
During the term of this Agreement,
Employer shall pay the amounts and provide the benefits described
in this Section 3, and Employee agrees to accept such amounts
and benefits in full payment for Employee’s services under
this Agreement.
3.2
Base Salary.
Employer shall pay to Employee a
base salary of $500,000 annually in equal installments payable no
less frequently than semi-monthly.
3.3
Incentive Bonus
Compensation. Employee shall be eligible to receive a bonus
equal to $500,000 which is equal to one-hundred (100%) percent of
the base salary, as set forth in section 3.2 and an additional
bonus of $500,000. Terms and conditions of payment of these bonuses
shall be determined by the Compensation Committee, Board of
Directors of Employer.
3.4
Fringe
Benefits. Subject to
Section 3.6 and upon satisfaction of the applicable
eligibility requirements, Employee shall be entitled to all fringe
benefits which Employer may make generally available from time to
time for its executive employees. Such benefits shall include
without limitation those available, if any, under any group
insurance, profit sharing, pension or retirement plans or sick
leave policy.
3.5
Vacation and
Holiday. Employee
shall be entitled to vacations and holidays in accordance with
Employer’s policies in effect from time to time and published
in the Employer’s Employee Handbook. Employee is
entitled to additional vacation time entirely at the sole
discretion of employee.
3.6
Deduction from
Compensation. Employer shall deduct and withhold from all
compensation payable to Employee all amounts required to be
deducted or withheld pursuant to any present or future law,
ordinance, regulation, order, writ, judgment, or decree requiring
such deduction and withholding.
3.7
Disability Severance
Benefits. Should
Employee’s employment hereunder be terminated by reason of
his/her total and permanent disability, which renders the Employee
unable to perform the essential functions of his/her job, with or
without reasonable accommodation, Employer shall pay Employee,
within 30 days of termination, a lump sum severance payment equal
to 50% of the base salary in Section 3.2, and regularly
accrued salary for any pay periods worked by the employee, but not
paid. Total and permanent disability means Employee is unable to
perform his/her duties with or without reasonable accommodation for
a consecutive period of six months due to bodily injury or
sickness, including mental or nervous disorder, as determined by a
physician selected by Employer and acceptable to the Employee or
his/her legal representative, and while disabled s/he does not
engage in any employment for wage or profit.
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Employer’s obligation to pay
disability severance benefits shall be reduced by any payments for
which s/he and his/her dependents are eligible under the Federal
Social Security Act, and any payment to which s/he is eligible
under the Worker’s Compensation Law, Unemployment Insurance
Code or other similar legislation, or under any other plan or
insurance maintained and paid for by Employer providing benefits
for loss of time from disability or unemployment.
4.
REIMBURSEMENT OF
EXPENSES
Employer shall pay to or reimburse
Employee for those travel, promotional and similar expenditures
incurred by Employee which Employer determines are reasonably
necessary for the proper discharge of Employee’s duties under
this Agreement and for which Employee submits appropriate receipts
and indicates the amount, date, location and business
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