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Fisher Scientific International Inc | Mark D. Roellig. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Employment Agreement by:
Exhibit 10.2
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into by and between Fisher Scientific
International Inc., a Delaware corporation (the “Company”), and
Mark D. Roellig (the “Executive”), this ___day of March, 2005.
1. Term of the Agreement.
This Agreement shall commence as of
April 4, 2005 (the “Effective Date”). The Executive’s
services under Section 2 shall commence on such date and shall continue
until the earlier of April 3, 2010 or the Executive’s Date of Termination
(as defined in Section 4(e) below) (the “Initial Employment Period”
and, together with any extensions thereof pursuant to the next sentence, the
“Employment Period”), with the exception of Sections 5 through
12, which shall remain in effect thereafter. As of the last day of the Initial
Employment Period and each anniversary thereof, unless either party hereto
shall have given the other party 60 days’ advance notice that there
shall be no further extensions pursuant to this sentence (“Notice of Non-Extension”),
the Employment Period shall be extended by an additional year.
2. Position and Duties.
During the Employment Period, the
Executive’s position shall be that of Vice President, General Counsel and
Corporate Secretary, reporting to either the Vice Chairman or Chief Executive
Officer of the Company. The Executive’s services shall be performed at
Hampton, New Hampshire. During the Employment Period, and excluding any periods
of vacation and other time off to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive’s reasonable best efforts to perform such responsibilities.
During the Employment Period it shall not be a violation of this Agreement for
the Executive to serve on corporate, civic, charitable, governmental or
religious boards or committees of such other entities (including without
limitation, Bulletin Network News, Inc.) in a manner and at a time or times
consistent with his current practice, (b) participate in political activities
and fundraising and (c) manage personal investments, so long as, in each case,
such activities do not create any conflicts of interest with the business of
the Company or interfere with the performance of the Executive’s
responsibilities as an employee of the Company in accordance with this
Agreement.
3. Compensation.
(a) Base Salary. As stated in the
Executive’s offer letter of March 1, 2005 (“Offer
Letter”), which is hereby incorporated by reference, the Executive shall
receive an annual base salary of at least $400,000 (“Initial Annual Base
Salary”), which shall be paid in accordance with the Company’s
generally applicable payroll practices and
policies. During the Employment Period, the annual base salary shall be
reviewed at least annually. Any increase in annual base salary shall not serve
to limit or reduce any other obligation to the Executive under this Agreement.
The annual base salary shall not be reduced, including after any such increase,
except pursuant to across-the-board salary reductions similarly affecting all
peer executives of the Company, and the term “Annual Base Salary”
as utilized in this Agreement shall refer to Initial Annual Base Salary as so
increased or decreased.
(b) Incentive, Savings and Retirement
Plans Generally. During the Employment Period, and without limiting the
Executive’s rights under Section 3(c), the Executive shall be
entitled to participate in and shall receive all benefits under all incentive,
savings and retirement plans, practices, policies and programs applicable
generally to other peer executives of the Company. Without limiting the
generality of the foregoing (including the right of Executive to participate in
and receive all benefits under any short-term or special bonus or other
incentive compensation opportunities), the “Target Regular Annual
Bonus” opportunity made available to the Executive with respect to any
calendar year shall be at least equal to 100% of his Annual Base Salary for
such year. No portion of the bonus payable to the Executive for any calendar
year during the term of this agreement shall be guaranteed, except as otherwise
provided in Section 5.
In the event the Executive remains
continuously employed with the Company until the end of the 30th month
after the Effective Date, the Executive shall become fully vested in his
Retirement Benefit under the Company’s Executive Retirement and Savings
Program on such date. In the event the Executive remains continuously employed
with the Company until the fifth anniversary of the Effective Date, the
Executive shall receive an additional five years of service credit for calculation
of his Retirement Benefit under the Company’s Executive Retirement and
Savings Program. The Company shall not amend the Company’s Executive
Retirement and Savings Program in any way that adversely affects the
Executive’s Retirement Benefit thereunder without the Executive’s
prior consent.
(c) Welfare Benefit Plans. During the
Employment Period, the Executive and/or the Executive’s eligible
dependents, as the case may be, shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Company (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group
life, accidental death and travel accident insurance plans and programs) to the
extent applicable generally to other peer executives of the Company.
(d) Expenses. During the Employment
Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Executive in respect of his services to the
Company in accordance with the policies, practices and procedures of the
Company to the extent applicable generally to other peer executives of the
Company.
(e) Vacation. During the Employment
Period, the Executive shall be entitled to paid vacation in accordance with the
terms of Executive’s Offer Letter.
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(f) Perquisites. During the Employment
Period, the Executive shall be entitled to receive perquisites in accordance
with the policies, practices and procedures of the Company to the extent
applicable generally to other peer executives of the Company.
(g) Initial Equity Grant. Within one
week of the Effective Date, the Company shall grant to the Executive 28,125
stock options to acquire Company stock under either the Company’s 2001
Equity and Incentive Plan or 2003 Equity and Incentive Plan (collectively, the
“Incentive Plan”) and within the sixth week following the Effective
Date, the Company shall grant the Executive an additional 28,125 stock options
under the Incentive Plan (together, the “Initial Options”). The
Initial Options shall be granted at a per share exercise price equal to the
fair market value of a share of Company stock as of the date of grant, shall
vest in three annual installments as described below (subject to the other
applicable terms of this Agreement or the Incentive Plan) and shall be
otherwise subject to the terms and conditions of the Incentive Plan. Provided
the Executive is employed by the Company on such date, each Initial Option
shall vest with respect to 60 percent of the shares subject thereto on the
first anniversary of the date of grant and with respect to an additional
20 percent of the shares subject to such Initial Option on each of the
second and third anniversaries of the date of grant.
Subject to stockholder approval of the
Company’s new equity incentive plan (the “Equity Plan”), the
Company shall grant to the Executive 22,500 shares of Company restricted stock
no later than August 1, 2005 (“Initial Restricted Stock”). The
Initial Restricted Stock shall be subject to all terms and conditions of the
Equity Plan and the applicable agreement, including terms and conditions
relating to vesting, applicable performance criteria and transferability
restrictions. If the Company’s stockholders fail to approve the Equity
Plan, the Company shall convey a substantially similar economic benefit to the
Executive in such form the parties hereto shall negotiate in good faith.
4. 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 give to the Executive written notice in accordance with Section 11(b) 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”), provided that, within the
30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive’s duties. For purposes of this
Agreement, “Disability” shall mean the absence of the Executive
from the Executive’s duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected
by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative.
(b) Cause. The Company may terminate the
Executive’s employment during the Employment Period for Cause. For
purposes of this Agreement, “Cause” shall mean:
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(i) the
willful and continued failure of the Executive to perform substantially the
Executive’s duties hereunder with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or
mental illness), after a written demand for substantial performance is
delivered to the Executive by the Vice Chairman or the Chief Executive Officer
which specifically identifies the manner in which the Vice Chairman or Chief
Executive Officer believes that the Executive has not substantially performed
the Executive’s duties, or
(ii) the
willful engaging by the Executive in illegal conduct or gross misconduct that
is materially and demonstrably injurious to the Company. For purposes of this
provision, no act or failure to act, on the part of the Executive, shall be
considered “willful” unless it is done, or omitted to be done, by
the Executive in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of the Company.
Any act, or failure to act, based upon
authority given by the Board, the direction of the Vice Chairman or the Chief
Executive Officer or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company, unless such authority,
direction or advice is in violation of applicable law, regulation, Company
policy or the Company’s Code of Business Conduct. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board at a meeting of the Board (after reasonable notice is
provided to the Executive and the Executive is given an opportunity, together
with counsel, to be heard before the Board), finding that, in the good faith
opinion of the Board, the Executive is guilty of the conduct described in
subsection (i) or (ii) above.
(c) Good Reason. The Executive’s
employment may be terminated by the Executive for Good Reason at any time
within 90 days after the Executive first has actual knowledge of the
occurrence of such Good Reason. For purposes of this Agreement, “Good
Reason” shall mean:
(i) the assignment to the Executive of
any duties inconsistent in any respect with the Executive’s position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Section 2 of this Agreement,
or any other action by the Company which results in a diminution in such
position, authority, duties or responsibilities, excluding, for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith and which
is remedied by the Company promptly after receipt of notice thereof given by
the Executive,
(ii) any
failure by the Company to comply with any of the provisions of Section 3
of this Agreement, other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive,
(iii) the
Company’s requiring the Executive to be based at any office or location
other than as provided in Section 2 hereof,
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(iv) any
purported termination by the Company of the Executive’s employment
otherwise than for Cause, or due to death or Disability,
(v) any
delivery by the Company of a Notice of Non-Extension, or
(vi) any
failure by the Company to comply with and satisfy Section 9 of this
Agreement.
(d) Notice of Termination. Any
termination by the Company for Cause, or by the Executive for Good Reason,
shall be communicated by Notice of Termination to the other party hereto given
in accordance with Section 11(b) of this Agreement. For purposes of this
Agreement, a “Notice of Termination” means a written notice which:
(i) indicates
the specific termination provision in this Agreement relied upon,
(ii) to the
extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated, and
(iii) if the
Date of Termination (as defined below) is other than the date of receipt of
such notice, specifies the termination date (which date shall be not more than
thirty days after the giving of such notice).
In the event the Executive provides the Company with a Notice of Termination for Good Reason, the Company shall have 30 days to cure the circumstances that Executive alleges constitute Good Reason; and if so cured, no Good Reason shall be deemed to have occurred hereunder. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circu






