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Exhibit
10.1
MAXWELL TECHNOLOGIES,
INC.
EMPLOYMENT
AGREEMENT
This Employment Agreement
(the “Agreement”) is made as of this 1st day of April
2008, by and between MAXWELL TECHNOLOGIES, INC. a Delaware
corporation, (“Company”) and George Kreigler, SVP of
Maxwell Technologies (“Executive”). The parties agree
with each other as follows:
1. Term of Employment
. Subject to the terms and conditions set forth in this Agreement,
the Company hereby agrees to employ Executive, and Executive agrees
to be employed by the Company, for the period commencing on the
date of this Agreement and ending on the first to occur of
(i) the date on which Executive first qualifies for or elects
to receive retirement benefits in accordance with the
Company’s normal retirement policies and (ii) the date
on which this Agreement is terminated by either the Company or
Executive pursuant to any subsection of Section 4
hereof.
2. Duties of Executive
.
(a) Executive shall serve as
the Senior Vice President, World Wide Boostcap Operations of the
Company. In such capacity, Executive shall report to the CEO of the
Company and Executive shall perform the duties and render the
services for and on behalf of the Company associated with the
positions he shall hold and as may be set forth from time to time
in resolutions of, or other directives issued by, the
CEO.
(b) Executive agrees to
perform such duties and render such services to the best of his
ability, devoting thereto his entire professional time, attention
and energy exclusively to the business and affairs of the Company
and its affiliates, as its business and affairs now exist and as
they hereafter may be changed, and shall not during the term of his
employment hereunder be engaged in any other business activity,
whether or not such business activity is pursued for gain or
profit; provided, however, that Executive may serve (i) on
civic or charitable boards or committees and (ii) with the
prior written approval of the Board, boards of corporations or
business enterprises, in each case so long as such activities do
not interfere with the performance of Executive’s obligations
under this Agreement.
3. Compensation of
Executive . As compensation for the services to be performed
under this Agreement:
(a) Base Salary .
Effective as of the date of this Agreement, Executive shall be paid
a base salary at the initial annual rate of $264,000, payable in
installments consistent with the Company’s payroll practices,
and subject to normal withholding. Executive’s base salary
shall be reviewed annually prior to each anniversary of this
Agreement by the Board or its Compensation Committee and if the
Board or Committee determines, in its discretion, that
Executive’s base salary is to be increased, such increase
shall be effective as of such anniversary date or prior.
(b) Annual Bonus .
Executive shall be entitled to an annual bonus which shall be
determined as provided in this subsection (b):
(i) Commencing now, the Board
will set specific financial performance targets and the amount of
Executive’s bonus will range $0 to a maximum amount equal to
50% of Executive’s annual base salary as in effect for such
fiscal year (with a target bonus of 50% of the then effective base
salary) depending on the CEO’s determination of
Executive’s success in achieving the specified
targets.
(ii) The bonus payable to
Executive for each fiscal year, if any is due, shall be paid to
Executive, subject to normal withholding, promptly after the
completion of the audit of the Company’s financial statements
for such fiscal year.
(c) Retention Bonus .
Executive shall be provided with a bonus of $264,000 if he is
continuously employed by the company through March 1, 2010.
This bonus is by no means being intended to signify the end of the
employment relationship.
(d) Options and Restricted
Stock . Executive is eligible for, and has received, the grant
of restricted stock under the Company’s stock option
programs. The Board or its Compensation Committee will from time to
time consider making additional grants to Executive, but the
Company shall not be obligated to make any particular grant or
grants thereof.
(e) Benefits .
Executive shall be entitled to participate in the Company’s
insurance, health, life insurance, long term disability, dental and
medical, and automobile programs as the same may exist from time to
time on the terms and conditions applicable to other senior
officers of the Company. Nothing in this Agreement shall preclude
the Company from terminating or amending any employee benefit plan
or program from time to time. The Company will reimburse Executive
for the reasonable cost of an annual physical examination, if
Executive elects to have the same. If the executive waives his
benefits due to coverage through other means, the company will pay
the executive an additional sum roughly equal to the cost savings
to the company.
(f) Vacation .
Executive shall be entitled to vacation according to the prevailing
rules in effect during this employment contract. Such vacation
shall be taken at such times as the Company and Executive shall
mutually agree, acting reasonably, having regard to the performance
of Executive’s essential duties to the Company pursuant to
the terms of this Agreement. Executive may accumulate unused
vacation time from year to year to the extent permitted under the
Company’s vacation policy for executives as in effect from
time to time.
(g) Expenses .
Executive shall be reimbursed for all travel and other reasonable
out-of-pocket expenses actually incurred by him in connection with
the performance of his duties hereunder, subject the
Company’s expense reimbursement policies as in effect from
time to time and to the receipt by the Company of receipts and
statements in a form reasonably satisfactory to it.
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(h) Housing. Executive
shall be provided with corporate housing while employed by Maxwell
Technologies, Inc. for a maximum period of two years from this
agreement. If Executive purchases a residence in San Diego County
prior to this two year period the corporate housing will be
discontinued.
4. Termination
.
(a) Termination by the
Company for Cause . Notwithstanding anything to the contrary
herein contained, the Company may terminate immediately the
employment of Executive without notice and without pay in lieu of
notice:
(i) if Executive commits an
act of theft, fraud or material dishonesty or misconduct involving
the property or affairs of the Company or the carrying out of
Executive’s duties; or
(ii) if Executive commits a
material breach or material non-observance of any of the terms or
conditions of this Agreement provided that Executive is given
written notice of any such breach or non-observance and fails to
remedy the same within 15 days of receipt of such notice;
or
(iii) if Executive is
convicted of a felony; or
(iv) if Executive refuses or
fails to implement any reasonable directive issued by the
Company’s Board of Directors and Executive fails to remedy
the refusal or failure within 15 days of receipt of written notice
thereof; or
(v) if Executive or any
member of his family makes any personal profit arising out of or in
connection with a transaction to which the Company or any of its
subsidiaries is a party or with which it is associated without
making disclosure to and obtaining prior written consent of the
Company.
Upon the termination of
Executive’s employment pursuant to this Subsection (a), this
Agreement and the employment of Executive hereunder shall be wholly
terminated. Upon any such termination, Executive shall have no
claim against the Company in respect of his employment for damages
or otherwise except in respect of payment of base salary earned,
due and owing and unused vacation time to the date of
termination.
(b) Termination by the
Company Without Cause . Notwithstanding anything herein to the
contrary, the Company may terminate Executive’s employment
hereunder at any time, for any reason or no reason, on not less
than 30 days’ prior written notice. In the event of
termination pursuant to this Subsection (b), Executive will be paid
an amount equal to one half of Executive’s annual base salary
in effect on the date of such termination of employment. Such
amount will be paid in equal monthly installments following the
date of termination of employment. Additionally, the retention
bonus of $264,000 will be paid within 30 days of termination
date.
In addition, notwithstanding
anything to the contrary contained herein or in the applicable
stock option agreements, all of the stock options then held by
Executive shall
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continue to vest in
accordance with their terms until the six month anniversary of the
date the Company terminates Executive’s employment under this
subsection (b) and shall be exercisable to the extent so
vested by Executive on or prior to the 60 th day following such anniversary date of
termination.
(c) Termination by
Executive . Executive may terminate his employment hereunder at
any time, for any reason, upon the giving of not less than 15
days’ prior written notice to the CEO. In the event of
termination by Executive under this clause (c), Executive shall be
entitled to receive only his base salary and unused vacation time
due him through the effective date of termination. Upon the
termination of Executive’s employment pursuant to this
Subsection (a), this Agreement and the employment of Executive
hereunder shall be wholly terminated. Upon any such termination,
Executive shall have no claim against the Company in respect of his
employment for damages or otherwise except in respect of payment of
base salary earned, due and owing and unused vacation time to the
date of termination.
(d) Termination by the
Company Due to Death or Disability . The employment of
Executive shall, at the option of the Company, terminate
immediately in the event of his death or permanent disability, in
which case notice in writing from the Company shall be sent to
Executive or his legal representative. In the event of termination
under this clause (d), in addition to any disability benefit
coverage to which he may be entitled under any disability insurance
programs maintained by the Company in which he is a participant,
Executive will be paid an amount equal to six months salary at
Executive’s annual base salary rate as in effect on the date
of the termination under this clause (d). Except as provided
in the preceding sentence, Executive shall be entitled to no
additional compensation under this Agreement following the date of
termination under this clause (d), other than base salary
earned but not paid, and unused vacation time accrued, through the
date of termination. For purposes of this Agreement
“permanent disability” shall mean an illness, disease,
mental or physical disability or other causes beyond
Executive’s control which makes Executive incapable of
discharging his duties or obligations hereunder, or causes
Executive to fail in the performance of his duties hereunder, for
six consecutive months, as determined in good faith by the Board
based on a report of a physician selected in good faith by the
CEO.
(e) Termination by
Executive Upon a Change of Control . In the event that
(x) a Change of Control (as hereinafter defined) occurs and
(y) at any time prior to the third anniversary of such Change
of Control a Triggering Event (as hereinafter defined) shall occur,
then unless the Executive shall have given his express w
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