Exhibit 10.1
MAXWELL TECHNOLOGIES,
INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (the
“Agreement”) is made as of this 2nd day of April 2007,
by and between MAXWELL TECHNOLOGIES, INC. a Delaware corporation,
(“Company”) and George Kreigler, SVP, Maxwell
Technologies, Inc. (“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, Maxwell Technologies, Inc. with the
responsibility for World Wide Boostcap Operations of the Company.
In such capacities, 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 $255,000, 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.
(b) Annual Bonus . Executive
shall be entitled to an annual bonus which shall be determined as
provided in this subsection (b):
(i) 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. The financial
performance targets for fiscal year 2007 will be established as
part of the Company’s annual financial plan.
(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) Options and Restricted
Stock . Executive is eligible for, and has received, the grant
of restricted stock under the Company’s equity incentive
plans. 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.
(d) 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.
(e) 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.
(f) 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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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.
In addition,
notwithstanding anything to the contrary contained herein or in the
applicable stock option agreements or restricted stock grants, all
of the stock options and restricted stock grants then held by
Executive shall 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.
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(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 (c), 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
