EXHIBIT
10.32
EMPLOYMENT
AGREEMENT
AGREEMENT made as of November 16,
2007, between ZYGO CORPORATION, a Delaware corporation with an
office at Laurel Brook Road, Middlefield, Connecticut 06455 (the
"Company") and DAVID PERSON, residing at an address on file with
the Company, (the "Executive).
WITNESSETH
:
WHEREAS, the Company desires that
Executive be employed to serve in a senior executive capacity with
the Company, and Executive desires to be so employed by the Company
upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of
the premises and of the mutual promises, representations, and
covenants herein contained, the parties hereto agree as
follows:
1.
EMPLOYMENT
The Executive has served as the Vice
President, Human Resources since September 1998, reporting to the
Chief Executive Officer of the Company and Company desires to
continue to employ Executive and Executive desires to continue such
employment, subject to the terms and conditions herein set
forth.
2. TERM
The initial term of employment under
this Agreement shall begin on the effective date of this Agreement
(the "Employment Date") and shall continue for a period of (1) year
from that date, subject to prior termination in accordance with the
terms hereof. Thereafter, this Agreement shall automatically be
renewed for successive one year terms unless either party shall
give the other thirty (30) days prior written notice of its or his
intent not to renew this Agreement. The initial one-year term
together with all such additional one-year period(s) of employment,
if any, are collectively referred to herein as the "term" of this
Agreement.
3.
COMPENSATION
As compensation for the employment
services to be rendered by Executive hereunder, including all
services as an officer or director of the Company and any of its
subsidiaries, the Company agrees to pay, or cause to be paid, to
Executive, and Executive agrees to accept, payable in equal
installments in accordance with Company practice an annual salary
which shall be in no event less than $197,000 or such higher amount
as the Board of Directors may determine from time to time. In
addition, Executive shall be entitled to additional contingent
compensation from time to time by the Compensation Committee of the
Board.
4. EXPENSES
The Company shall pay or reimburse
Executive, upon presentation of suitable vouchers, for all
reasonable business and travel expenses which may be incurred or
paid by Executive in connection with his employment hereunder.
Executive shall comply with such restrictions and shall keep such
records as the Company may deem necessary to meet the requirements
of the Internal Revenue Code of 1986, as amended from time to time,
and regulations promulgated thereunder.
5.
AUTOMOBILE
The Company shall, during the term
of Executive's employment hereunder, provide Executive with an
annual allowance for an automobile in the amount of $10,800 in lieu
of any expense reimbursement for Company use of an
automobile.
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6. INSURANCE AND OTHER
BENEFITS
Executive shall be entitled to such
vacations and to participate in and receive any other benefits
customarily provided by the Company (including, but not limited to,
any profit sharing, pension, health insurance, dental coverage,
AD&D, and short and long-term disability in accordance with the
terms of such plans) and including stock options, restricted stock
and RSUs, all as determined from time to time by the Board of
Directors of the Company or appropriate committee thereof. Unused
annual vacations may be carried over to the extent permitted by
Company policy.
7. DUTIES
(a) Executive shall perform such duties and
functions as the Chairman and Chief Executive Officer and Board of
Directors of the Company shall from time to time determine and
Executive shall comply in the performance of his duties with the
policies of, and be subject to, the direction of the Chairman and
Chief Executive Officer and the Board of Directors.
(b) Executive agrees to devote substantially all
his working time, attention, and energies to the performance of the
business of the Company and of any of its subsidiaries by which he
may be employed, and Executive shall not, directly or indirectly,
alone or as a member of any partnership or other organization, or
as an officer, director, or employee of any other corporation,
partnership, or other organization, be actively engaged in or
concerned with any other duties or pursuits which interfere with
the performance of his duties hereunder, or which, even if
non-interfering, may be inimical, or contrary, to the best
interests of the Company, except those duties or pursuits
specifically authorized by the Board of Directors.
8. TERMINATION OF EMPLOYMENT;
EFFECT OF TERMINATION
(a) Executive's employment hereunder may be
terminated at any time upon written notice from the Company to
Executive,
(i) upon the determination by the
Board of Directors that Executive's performance of his duties has
not been fully satisfactory for any reason which would not
constitute justifiable cause (as hereinafter defined) upon five (5)
days' prior written notice to Executive; or
(b) Executive's employment shall
terminate upon:
(i) the death of the Executive;
or
(ii) the "disability" of Executive
(as hereinafter defined pursuant to subsection c
herein).
(iii) the determination by the Board
of Directors that justifiable cause exists therefor.
(c) For the purposes of this
Agreement, the term "disability" shall mean the inability of
Executive, due to illness, accident, or any other physical or
mental incapacity, to perform the essential functions of his job,
with or without a reasonable accommodation, for a period of three
(3) consecutive months or for a total of six (6) months (whether or
not consecutive) in any twelve (12)-month period during the term of
this Agreement.
(d) For the purposes hereof, the
term "justifiable cause" shall mean and be limited to any willful
breach by Executive of the performance of any of his duties
pursuant to this Agreement; Executive's conviction (which, through
lapse of time or otherwise, is not subject to appeal) of any crime
or offense involving money or other property of the Company or its
subsidiaries or which constitutes a felony in the jurisdiction
involved; Executive's performance of any act or his failure to act,
for which if he were prosecuted and convicted, a crime or offense
involving money or property of the Company or its subsidiaries, or
which constitutes a felony on the jurisdiction involved, would have
occurred; any disclosure by Executive to any person, firm, or
corporation other than the Company, its subsidiaries and its and
their directors, officers, and employees, of any confidential
information or trade secret of the Company or any of its
subsidiaries; any attempt by Executive to secure any personal
profit in connection with the business of the Company or any of its
subsidiaries; or the engaging by Executive in any business other
than the business of the Company and its subsidiaries which
interferes with the performance of his duties hereunder.
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