Exhibit 10.1
Employment
Agreement
Mr. Eugene
R. Corasanti
525 French
Road
Utica, New York
13502
Dear
Mr. Corasanti:
In consideration of the mutual promises herein
contained, CONMED Corporation, a New York corporation (hereinafter
the “Company”), and you hereby agree that, commencing
January 1, 2007 (the “Effective Date”), you will be
employed by the Company on the following terms and
conditions:
The Company hereby agrees that you will be
employed to serve as a Vice Chairman of the Company during the term
of employment set forth in Section 2 of this Agreement. You
hereby agree to serve in any such capacity during such term of
employment. On the Effective Date, you will become the
Non-Executive Chairman of the Board of Directors of the Company and
the Company shall cause you to be nominated for election to the
Board of Directors of the Company (and shall use its reasonable
best efforts to cause you to remain the Non-Executive Chairman)
during your term of employment under this Agreement. The Company
will provide an office for you either in Utica, New York, or in
Largo, Florida, or at such other location as may be mutually
agreeable.
Subject to the provisions for termination
pursuant to Section 5 of the Agreement, your term of employment
under this Agreement shall commence on the Effective Date and
continue until terminated by you or the Company.
3.
Duties During Term of
Employment.
During your term of employment under this
Agreement, you shall devote such business time, attention and
efforts to the affairs of the Company and its subsidiaries and
affiliates as is reasonably required and shall perform such
executive and administrative duties for the Company and
subsidiaries and affiliates as you may reasonably be called upon to
perform, from time to time, by the Board of Directors and/or Chief
Executive Officer of the Company.
4.
Compensation and
Benefits.
The Company shall pay to you during your term of
employment under this Agreement a base annual salary at the rate of
at least $104,000 per year, payable in equal weekly installments
during each year of your term of employment. It is understood that
the Board of Directors of the Company may in its discretion review
from time to time your base annual salary and in its discretion may
from time to time increase your base annual salary and/or grant
bonuses if it determines that circumstances justify any such
increase and/or bonuses.
(b)
Deferred Compensation.
Commencing on the Effective Date, the deferred
compensation arrangements established under Section 4(b) of your
prior employment agreement with the Company, as amended, shall be
paid out to you (or, in the event of your death, to your estate)
over the 120 months following the Effective Date (with the last
payment to be made in December of 2016) pursuant to the terms of
Section 4(b) of your prior employment agreement (including, without
limitations, the interest crediting mechanics). For the avoidance
of doubt, payment under this Section 4(b) shall be made regardless
of the time of your “retirement”.
You also shall be entitled to participate in all
life and health insurance plans, pension plans and other plans,
benefits or bonus arrangements provided by the Company from time to
time during your term of employment under this Agreement and made
available by the Company to its executives generally, if and to the
extent that you are eligible to participate in accordance with the
provisions of any such plan or for such benefits. Specifically, you
shall be entitled to participate in the Company’s stock
option plans and shall continue to be entitled to participate in
the Company’s pension and disability plans and be provided
with reimbursement of club memberships and automobile expenses as
under present practices. In no event shall the benefits provided
you be less, in the aggregate, than those provided you under
present plans and practices. Life and health insurance benefits,
reimbursement of club memberships and automobile expenses shall
continue for you and your wife during the terms of your lives. In
addition, the Company shall reimburse you for your reasonable
personal legal and accounting expenses related to your estate and
tax planning and to preparing and filing your tax returns. The
split dollar life insurance coverage will continue under current
practices.