Exhibit 10(qqq)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT entered into as of July 1, 2009 by and
between MISONIX, INC. , a New York corporation, with
principal offices at 1938 New Highway, Farmingdale, New York 11735
(“Employer”), and MICHAEL A. McMANUS, JR., with
his address at 100 White Plains Road, Bronxville, New York 10708
(“Executive”).
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A.
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Employer is engaged in the business
of developing, manufacturing and/or marketing medical, scientific,
and industrial air pollution systems (“Employer’s
Business”);
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B.
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Employer and Executive have
previously entered into that certain Amended and Restated
Employment Agreement, dated as of June 27, 2008, which
Employment Agreement expired on June 30, 2009; and
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C.
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Employer and Executive desire to
enter into a new employment agreement as follows:
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(a)
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During the Term of Employment as
defined in Section 2, Employer agrees to employ Executive as
an executive, subject to the overall direction and control of the
Board of Directors of Employer (the “Board”). Executive
agrees to act in the foregoing capacity, in accordance with the
terms and conditions contained in this Agreement. Executive will
have, at all times during the term of this Agreement, the title of
President and Chief Executive Officer.
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(b)
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Executive shall devote substantially
all of his working time to Employer’s Business as conducted
from time to time. It is agreed that Executive’s service on
the board of directors of the other companies described on the
attached list is acceptable. Executive shall render services,
without additional compensation, in connection with the operation
of Employer’s Business, including activities of affiliates
and subsidiaries of Employer as may exist from time to time.
Executive also agrees to serve as a member of the Board of
Directors of Employer (the “Board”), if elected, and/or
any subsidiaries or affiliates, without additional compensation
therefor.
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The
term of Executive’s employment under this Agreement shall
commence on the date hereof (the “Commencement Date”)
and end on June 30, 2010 (the “Initial Term”).
Thereafter, this Agreement shall be automatically renewed and
extended for consecutive one year renewal terms, unless either
party sends to the other party a notice of non-renewal at least
ninety (90) days prior to the expiration of the Initial Term
or any then-current renewal term (each, a “Renewal
Term”). The Initial Term and each Renewal Term are subject to
earlier termination as set forth in Section 5. The actual term
of employment is defined as the “Term of
Employment.”
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1
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(a)
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Employer shall pay to Executive an
annual base salary of Two Hundred Seventy-Five Thousand and 00/100
($275,000.00) Dollars (the “Annual Base Salary”) per
annum during the Term of Employment. All payments shall be made in
equal monthly installments, in arrears, or such other installments
as may be consistent with the payroll practices of Employer for its
executives.
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(b)
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In
addition to the compensation set forth in Section 3(a),
Executive shall receive an annual bonus based on Executive’s
achievement of his annual goals and objectives as determined by the
Compensation Committee of the Board of Directors (the
“Compensation Committee”). The Compensation Committee
shall determine the annual goals and objectives no later than the
date on which the Board approves Employer’s annual budget.
Any payments to be made under this Section 3(b) shall be paid
within 90 days of the end of the fiscal year for which such
incentive bonus relates.
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4.
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Additional Executive
Benefits
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(a)
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Employer shall reimburse Executive
for all expenses reasonably incurred by Executive in connection
with the performance of Executive’s duties under this
Agreement against Executive’s pre-submitted documented
vouchers for such expenses. Executive shall be entitled to the use
of an automobile, at the Company’s expense.
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(b)
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Executive shall be entitled to five
(5) weeks of vacation each year (no more than three
(3) of which shall be in the same six month period) and all
other general medical and executive benefit plans (including profit
sharing or pension plans) as shall have been established and are
continuing for executives of Employer; to the extent possible,
Executive shall be immediately qualified for such
benefits.
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(a)
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Employer may terminate this
Agreement for cause.
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(b)
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“Cause” within the
meaning of this Agreement shall mean:
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i.
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Executive’s breach of the
provisions of Section 6 hereof.
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ii.
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Failure by Executive to comply in
any material respect with the terms of this Agreement, if any, or
any written policies or directives of the Board as determined by
the Board in good faith in its sole discretion, which has not been
corrected by Executive within ten (10) days after written
notice from Employer of such failure.
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iii.
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Physical incapacity or disability of
Executive to perform the services required to be performed under
this Agreement. For purposes of this Section 5(b) iii.,
Executive’s incapacity or disability to perform such services
for any cumulative period of one hundred twenty (120) days
during any twelve-month period, or for any consecutive period of
ninety (90) days, shall be deemed “cause”
hereunder.
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2
2
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iv.
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Executive is convicted of, pleads
guilty to, confesses to any felony or any act of fraud,
misappropriation or embezzlement.
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v.
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Executive engages in a fraudulent
act or dishonest act to the damage or prejudice of Employer and its
affiliates or in conduct or activities damaging to the property,
business or reputation of Employer and its affiliates, all as
determined by the Board in good faith in its sole
discretion.
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(c)
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If
Employer notifies Executive of its election to terminate this
Agreement for cause, this termination shall become effective at the
time notice is deemed to have been given in accordance with
Section 9 hereof and all payments earned and due Executive
shall be paid in full at that time.
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(d)
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This Agreement shall automatically
terminate upon the death of Executive.
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(e)
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Executive may terminate his
employment with Employer for “Good Reason” after giving
Employer five (5) business days notice and the opportunity to cure.
Termination by Executive of his employment for “Good
Reason” shall mean termination based upon (i) a
significant diminution in Executive’s material duties and
responsibilities without Executive’s express written consent;
(ii) a significant reduction by Employer in Executive’s
Annual Base Salary; or (iii) a Change of Control (as
hereinafter defined). If Executive terminates his employment for
Good Reason with Employer, Employer shall pay Executive an amount
equal to two (2) times Executive’s total compensation
(Annual Base Salary plus bonus) at the highest rate paid during the
period of Executive’s employment, payable in a lump sum
within sixty (60) days of Executive’s termination of
employment. Notwithstanding the foregoing, Employer shall only be
obligated to make the payments set forth in this clause
(e) after Executive delivers to Employer an executed Release
and Severance Agreement, which shall be substantially in the form
of Employer’s standard Release and Severance Agreement for
all employees, with such changes therein or additions thereto as
needed under then applicable law to give effect to its intent and
purpose; and after delivery to Employer of a resignation from all
offices, directorships and fiduciary positions with Employer, its
affiliates and employee benefit plans.
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6.
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Non-Competition and
Non-Disclosure
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(a)
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Notwithstanding any other provisions
in this Agreement, nothing in
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