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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

Fisher Scientific International Inc | Mark D. Roellig

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Title: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 3/14/2005
Industry: SCIINS     Sector: TECHNO

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exv10w2
 

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

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