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Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of
the 5 th day of
January 2007, by and between Atricure, Inc. (the "Company"), with
principal offices located at 6033 Schumacher Park Drive, West
Chester, Ohio 45609 and Julie A. Piton (the "Executive") currently
residing at 3058 Harbor Winds Drive, Suamico, Wisconsin
54173.
WITNESSETH:
WHEREAS, the Company desires to employ the Executive and the
Executive desires to become employed by the Company;
WHEREAS, the Company and the Executive desire to enter
into this Agreement, which, effective as of the date hereof (the
"Effective Date"), shall govern the terms of the Executive’s
employment;
NOW THEREFORE, in consideration of the mutual covenants
and agreements set forth below and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Company and the Executive hereby agree, as follows:
1. Employment . The Company hereby employs the Executive
as Vice President of Finance and Administration and Chief Financial
Officer of the Company with the duties and responsibilities set
forth in Section 4.
2. Term; Start Date . The term of Executive’s
employment hereunder shall commence on the Effective Date and shall
end on that date on which such employment shall be terminated under
the provisions of Section 8 hereof. Such term, regardless of
the length thereof, shall be referred to herein as the "Employment
Term". For purposes of this Agreement, the term "Contract Year"
shall refer to each twelve (12) month period beginning on the
day and month of the Effective Date and ending on the day
immediately preceding the yearly anniversary of the Effective Date.
Notwithstanding the above, the parties agree that the Executive
shall begin to actually render services hereunder, and accordingly
begin to earn her Base Salary (as defined below) hereunder, on such
date, on or prior to January 23, 2007 as the Executive shall
hereafter designate in a notice to the Company (such designated
date being the "Start Date").
3. Work Location . The Executive’s principal place
of employment shall be in West Chester, Ohio or within a fifty
(50)-mile radius of the Company’s current principal office at
6033 Schumacher Park Drive. This Agreement requires the Executive
to relocate within a fifty (50)-mile radius of the Company’s
current principal office within 6 months of the Start Date (the
"Relocation Period").
4. Duties and Responsibilities
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(a) Description . The Executive shall be employed by the
Company in such capacity or capacities, and shall perform such
duties and exercise such powers, as are (i) commensurate with
a Vice President of Finance and Administration and Chief Financial
Officer of a business of comparable size and type and
(ii) consistent with her title, subject to such directions and
restrictions as the Board of Directors or the Chief Executive
Officer and President of the Company may from time to time
designate. The Executive shall report to (A) the Chief
Executive Officer and (B) if, as and when requested by the
Chief Executive Officer or the Board of Directors with respect to a
particular matter, to the Board of Directors.
(b) Time and Effort . The Executive shall:
(i) devote her full working time and attention to the business
and affairs of the Company, its subsidiaries and other affiliates
and shall not, without the prior consent in writing of the Company,
directly or indirectly, undertake any other business or occupation
or become an employee, agent or director (or a person acting in a
capacity similar to that of a director) of, or a consultant to, any
other company, trust, firm, individual or person. Nothing herein
shall be construed so as to prevent the Executive from making
investments of a strictly passive nature, so long as the
undertaking forming the subject matter of any such investment is
not otherwise in conflict with the Executive’s contractual or
other legal obligations to the Company;
(ii) perform those duties that may be assigned by the Board of
Directors or the Chief Executive Officer of the Company to the
Executive diligently and faithfully to the best of the
Executive’s abilities and in the best interests of the
Company and its affiliates; and
(iii) use her best efforts to promote the interests of the
Company and its affiliates.
(c) Non-Disclosure Agreement . Nothing in this Agreement
is intended to impair or be in derogation of the Executive’s
obligations under that certain Non-Competition, Proprietary
Information and Inventions Agreement, executed by the Executive in
connection with her employment hereunder (the "Non-Disclosure
Agreement").
5. Compensation .
(a) Base Salary . The Company shall pay the Executive a
base salary at the rate of two hundred twenty-five thousand dollars
($225,000) per year (as in effect from time to time in accordance
with the provisions below, the "Base Salary"), payable in
accordance with the Company’s payroll procedures, subject to
all withholdings provided for in Section 11. The Company shall
review the Base Salary annually for merit increases, which shall be
made subject to and at
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the sole and absolute discretion of the Board of
Directors or, if the Board shall so elect, the Compensation
Committee thereof. Once increased, the Base Salary shall not
thereafter be decreased.
(b) Bonus . The Executive shall receive such year-end
annual bonus, if any, to which she may be entitled under such
Management Incentive Program (or similar plan) as the Company may
adopt with respect to each fiscal year of the Company, subject to
the terms, plans, qualifications and conditions of any such plan.
The full potential of the year-end annual bonus is a minimum of 30%
of the Base Salary and shall be paid in accordance with the
Company’s procedures for its year end Management Incentive
Program (or similar plan).
(c) Stock Options . The Executive will be granted an
option to purchase one hundred thousand (100,000) shares of
the Company’s common stock under the Company’s 2005
Equity Incentive Plan (the "Incentive Plan") at a per-share
exercise price equal to the fair market value of the
Company’s common stock on the date of grant, all as
determined under the Incentive Plan.
6. Other Benefits . The Executive shall also be entitled
to the following:
(a) Employee Benefit Plans . The Executive shall also be
entitled to such benefits, and to participate in such benefit
plans, as may be in effect from time to time and generally
available to senior executive officers of the Company (and subject
in any event to the participation standards and other terms and
conditions of any such benefits or plans).
(b) Vacation . The Executive shall be entitled to four
(4) weeks of vacation each year in accordance with the Company
policies. The Executive’s vacations will be scheduled at such
times as will least interfere with the business of the Company.
7. Reimbursement of Expenses .
(a) General . The Company shall reimburse the Executive
for such expenses as may be reasonably incurred by the Executive in
furtherance of the Executive’s performance of her duties
hereunder, subject to and in accordance with the Company policies
concerning reimbursement of such expenses and provided, in any
event, that the Executive timely furnishes to the Company a
complete and accurate accounting of all such, expenses.
(b) Relocation Expenses .
(i) General; Gross-Up . The Company will reimburse the
Executive, in an amount up to one-hundred thousand dollars
($100,000), for out-of-pocket expenses, of the types described
below, incurred by her in connection with her relocation to the
greater Cincinnati area, provided that the Executive timely
furnishes to the Company a complete and accurate accounting of
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all such expenses. The out-of-pocket expenses
which are reimbursable under this Section 7(b)(i) are:
(A) reasonable out-of-pocket expenses associated with two
house-hunting trips, (B) temporary housing costs, incurred
during the Relocation Period, which are pre-approved by the
Company, (C) pre-approved travel expenses incurred by
Executive, during the Relocation Period, in connection with
traveling back and forth between Suamico and Cincinnati,
(D) real estate broker’s commissions,
(E) reasonable legal fees on the sale of the Executive’s
current residence and the purchase of a new residence and
(F) reasonable expenses incurred in connection with the
transportation of personal property. In addition, in the event and
to the extent that the reimbursements to the Executive under this
Section 7(b)(i) are taxable to her as income under applicable
federal and/or state law, the Company will pay to the Executive an
additional, so called "gross-up", amount designed to make the
Executive’s net outlay for the expenses referred to above,
after giving effect to applicable taxes, zero.
(ii) Repayment . In the event that the Executive
voluntarily terminates her employment with the Company for any
reason whatsoever (other than "Good Reason", as defined below)
during the two (2) year period following the Effective Date,
the Executive will repay to the Company, within thirty
(30) days after the Termination Date (as defined below), a
portion of the total sum previously
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