Exhibit 10.2
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“ Agreement ”) is made and entered into as of
June 8, 2009, by and between Michael L. Levitz (“
Executive ”) and Analogic Corporation (the “
Company ”).
WITNESSETH THAT:
WHEREAS, the Company is desirous of
employing Executive in an executive capacity on the terms and
conditions, and for the consideration, hereinafter set forth, and
Executive is desirous of being employed by the Company on such
terms and conditions and for such consideration.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth below, and for other
good and valuable consideration, it is hereby covenanted and agreed
by the Executive and the Company as follows:
1. Effective Date . The
“ Effective Date ” shall mean the date of this
Agreement as first above written.
2. Commencement and Nature of
Employment . The period of Executive’s employment (the
“ Employment Period ”) will commence on or about
July 6, 2009 (the “ Start Date ”) and shall
end when terminated pursuant to Section 6 of this Agreement.
Such employment shall be “at will” which means that it
may be terminated by either party at any time and for any
reason.
3. Position and Duties
.
(a) During the Employment Period,
Executive shall (i) serve as the Vice President, Chief
Financial Officer and Treasurer of the Company, subject to
necessary approvals of the Company’s Board of Directors,
(ii) report directly to the Chief Executive Officer of the
Company and, on its direction, to the Board of Directors of the
Company (the “ Board ”), and (iii) perform
similar duties as requested or appropriate for affiliates of the
Company, including without limitation any subsidiary (the “
Affiliated Entities ”).
(b) During the Employment Period,
Executive shall devote full business time, energies and talents to
serving in the positions described in Section 3(a) and
shall perform those duties faithfully and efficiently.
4. Compensation . Subject to
the terms of this Agreement, while Executive is employed by the
Company, the Company shall compensate him for his services as
follows:
(a) Base Salary . Beginning
as of the Start Date, Executive shall receive an annual base salary
(“ Annual Base Salary ”) of $265,000, payable in
bi-weekly
installments or otherwise in
accordance with the Company’s then-current payroll
policies.
(b) Annual Incentive Program
. Executive shall be eligible to participate in the Company’s
FY2010 Annual Incentive Program (the “ FY2010AIP
”) with a target award (the “ Target AIP Award
”) equal to forty five percent (45%) of
Executive’s Annual Base Salary.
(c) Long-Term Incentive
Program . Executive shall be eligible to participate in
Analogic’s FY2010 Long Term Incentive Program (the
“FY2010 LTIP ”) with a target award (the “
Target LTIP Award ”) equal to one hundred percent
(100%) of the Annual Base Salary.
(d) FY2010 AIP and FY2010 LTIP
Approval and Participation . The FY2010 AIP and FY2010 LTIP are
subject to Compensation Committee approval, which approval is
expected in September 2009 as part of the Company’s annual
compensation planning process. Executive will participate in the
FY2010 AIP and FY2010 LTIP according to valuation methodologies and
other terms and conditions as applicable to other similarly
situated executives of the Company (the “ Other
Executives ”).
(e) Employee Benefits, Fringe
Benefits and Perquisites . During the Employment Period, the
Executive shall receive four (4) weeks per year of vacation
and be provided with employee benefits and perquisites
(i.e., the Company’s Non-Qualified Deferred
Compensation Plan) commensurate with those provided to the Other
Executives. Executive’s participation in such benefit
programs and any other equity, bonus or incentive program set forth
or made reference to herein shall be subject to the terms and
conditions of such programs, as may be amended from time to time by
the Company.
(f) Expense Reimbursement .
Subject to the requirements of Section 11(b) (In-Kind
Benefits and Reimbursements), during the Employment Period, the
Company will reimburse the Executive for all reasonable expenses
incurred by him in the performance of his duties in accordance with
the Company’s then-current reimbursement policies.
(g) Modification of Compensation
Programs and Arrangements . Executive’s compensation
arrangements may be reviewed and adjusted by the Compensation
Committee of the Board (the “ Compensation Committee
”) pursuant to its normal review policies. Nothing herein
shall be construed as limiting the Company’s ability from
time to time to modify or terminate its compensation programs,
including those described herein, provided; however, the Company
shall be precluded from unilaterally reducing any vested benefits
under such programs and shall not materially alter or terminate the
terms of any plan referenced herein except in connection with
changes applicable generally to the Other Executives.
5. Other Compensation . As a
further inducement to Executive’s willingness to enter into
this Agreement, the Company shall compensate Executive as
follows:
(a) Inducement Option . The
Company shall, as soon as administratively practicable after the
Start Date, grant the Executive an option (the “
Inducement Option ”) to purchase 10,000 shares of the
Company’s common stock (the “ Common Stock
”). The Inducement Option shall (A) be a non-qualified
stock option, (B) have a seven (7) year term, and
(C) vest ratably (in equal increments of 25% per annum)
on the second, third, fourth and fifth anniversaries of the grant
date, subject to Executive’s continued employment with the
Company through the applicable vesting date. The Inducment Option
shall be granted under and subject to the terms of the
Company’s 2007 Stock Option Plan.
(b) Inducement Restricted Stock
Grant . The Company shall, as soon as administratively
practicable after the Start Date, grant Executive a restricted
stock grant (the “ Restricted Stock Grant ”) in
the common stock of the Company. The number of shares granted under
the Restricted Stock Grant shall be equal to
(X) + (Z)
(AA)
where (X) is equal to 15,000
multiplied by the closing price of the common stock of Hologic,
Inc. on the Effective Date, (Z) is equal to $35,000, and (AA)
is equal to the closing price of the Company’s common stock
on the Effective Date. The Restricted Stock Grant shall vest
ratably over 3 years beginning on the first anniversary of the
grant date, subject to Executive’s continued employment with
the Company through the applicable vesting date. The Restricted
Stock Grant shall be granted under and subject to the terms of the
Company’s 2007 Restricted Stock Plan.
(c) Indemnification . The
Company shall indemnify Executive for any claims made against him
by any party unrelated to the Company during the one year period
ending on the first anniversary of the Effective Date in connection
with a breach (or allegation of a breach) of any non-competition
agreement entered into before the Effective Date and arising from
his employment hereunder, up to a maximum of $15,000, including
associated costs and legal fees. If the indemnification rights
under this subsection (c) are exercised by Executive, the
Restricted Stock Grant shall be reduced on a dollar for dollar
basis applying such reduction against unvested shares granted (in
equal proportions relative to the remaining unvested shares) under
clause (Z) in subsection (b) herein first and using the
dollar value of the underlying Company shares as of the Effective
Date for purposes of share value measurement. Notwithstanding the
foregoing, the application of this paragraph shall not result in
any fractional shares held by Executive and any value difference
between a fractional share and the amounts reimbursed hereunder
shall be forfeited by Executive.
6. Termination of Employment
.
(a) Death or Disability . The
Executive’s employment shall terminate automatically upon the
Executive’s death during the Employment Period. If the
Company determines in good faith that the Disability of the
Executive has occurred during the Employment Period (pursuant to
the definition of Disability set forth below), it may provide the
Executive with written notice in accordance with Section 15(f)
of this Agreement of its intention to terminate the
Executive’s employment. In such event, the Executive’s
employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive (the “
Disability Effective Date ”). For purposes of this
Agreement, “ Disability ” shall mean the
inability of the Executive to perform the essential functions of
the Executive’s positions with the Company on a full- time
basis as a result of incapacity due to mental or physical illness,
which inability exists for 120 days during any rolling 12-month
period, as determined by a physician selected by the Company or its
insurers.
(b) Cause .
“Cause” means (a) any intentionally dishonest,
illegal, or insubordinate conduct which is materially injurious to
Analogic or any of its subsidiaries or which results in an improper
substantial personal benefit, (b) material breach of any
provision of any employment, nondisclosure, non-competition, or
similar agreement or company policy to which the Executive is a
party or by which he is bound, (c) material nonperformance or
gross dereliction of duty, (d) conviction of or plea of guilty
to a felony or any crime involving moral turpitude.
(c) Date of Termination .
“ Date of Termination ” means, (i) if the
Executive’s employment is terminated by the Company other
than for death or Disability, the date of receipt of the notice of
termination or such later date specified in such notice, as the
case may be; and (ii) if the Executive’s employment is
terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the
Disability Effective Date, as the case may be. Notwithstanding any
provision contained herein, the Executive’s Date of
Termination shall be the date of his “separation from
service,” as that term is defined in Section 409A of the
Code and Treasury Regulation Section 1.409A-l(h).
7. Obligations of the Company
upon Termination .
(a) Termination for Any Reason or
No Reason . In the event of the termination of the
Executive’s employment hereunder for any reason or for no
reason, the Company will pay to the Executive (or to his estate)
(i) the portion of his Annual Base Salary that has accrued
prior to such termination and has not yet been paid, and
(ii) an amount equal to the value of his accrued unused
vacation days, (iii) reimbursement for expenses properly
incurred by the Executive on behalf of the Company prior to such
termination and properly documented in accordance with
Section 4(f) above, and (iv) to the extent not
theretofore paid or provided, any other amounts or benefits
required to be paid or provided or which the Executive is eligible
to receive under any plan or agreement of or with the Company
through the Date of Termination (all such amounts,
collectively, the “Accrued
Obligations”). The Accrued Obligations will be paid as
required by law but in any event promptly after termination or as
provided by any applicable plan or agreement.
(b) Termination Other Than for
Cause, Death or Disability and Other than a Termination After a
Change in Control . Subject to the Executive’s execution
and nonrevocation of a general release of claims against the
Company, its Affiliated Entities and each of their officers,
directors, employees, agents and attorneys, in a form acceptable to
the Company no later than forty-five (45) days after the Date
of Termination, and if the Company shall terminate the
Executive’s employment other than for Cause, death or
Disability and other than under circumstances in which the
Executive is eligible for payments under Section 8 (Change in
Control) below, then in addition to the Accrued Obligations, the
Company shall, beginning within sixty (60) days of the Date of
Termination unless an earlier date is otherwise provided for, pay
or provide:
(i) to the Executive a sum equal to
his most recent Annual Base Salary for a period of twelve
(12) months, such payment to be made in approximately equal
installments according to the Company’s then-current payroll
practices, beginning on the next payday which is at least ten
(10) days following the effective date of the aforesaid
release, including after the expiration of any applicable
revocation period, (except as otherwise provided below in the case
of amounts that are subject to a prior deferral
election);
(ii) continued coverage under the
Company’s group medical and dental plans (the “Health
Plans”), if and to the extent permitted by such plans and
subject to their terms, and also subject to Executive paying his
normal proportion of the cost thereof, for a period of twelve
(12) months from the date of termination of employment, and if
the Health Plans do not permit such continued coverage, and if the
Executive should be eligible for and properly elect health care
continuation coverage pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), the
Executive’s COBRA payments, and if applicable for family
coverage, for
