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Exhibit
10.15
EXECUTIVE EMPLOYMENT
AGREEMENT
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PARTIES:
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FLIR Systems, Inc.
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(“Company”)
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27700A SW Parkway Avenue
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Wilsonville, Oregon 97070
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Stephen M. Bailey
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(“Executive”)
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16740 SW Pinot Place
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Hillsboro, Oregon 97123
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EFFECTIVE DATE: January 1,
2007
RECITALS:
Company wishes to obtain the services of
Executive for the duration of this Agreement, and the Executive
wishes to provide his services for such period, all upon the terms
and conditions set forth in this Agreement.
Therefore, in consideration of the
mutual promises contained herein, the parties agree as
follows:
ARTICLE I
DEFINITIONS
1.1 “ Base Salary
” means regular cash compensation paid on a periodic basis
exclusive of benefits, bonuses or incentive payments.
1.2 “ Board ”
means the Board of Directors of Company.
1.3 “ Cause ”
means Executive committed any one or more of the following:
(i) willful gross misconduct in the performance of any
material duties under this Agreement that results in material
damage to the Company, and if such misconduct is susceptible of
cure, the failure to effect such cure within 30 days after written
notice from the Board and/or Company’s Chief Executive
Officer of such misconduct is given to Executive;
(ii) material use of alcohol or illegal drugs which materially
interferes with the performance of Executive’s duties
hereunder and materially damages the Company; (iii) theft,
embezzlement, fraud, misappropriation of funds, other willful acts
of dishonesty or the willful and material violation of any material
law, ethical rule or fiduciary duty relating to Executive’s
employment by Company that materially damages the Company;
(iv) a felony or any act involving moral turpitude;
(v) the willful and material violation of any confidentiality
or proprietary rights agreement between Executive and Company that
materially damages the Company, or (vi) the willful and
material violation of Company policy or procedure, or breach of any
material provision of this Agreement, that materially damages the
Company, and if such violation or breach is susceptible of cure,
the failure to effect such cure within 30 days after written notice
from the Board and/or Chief Executive Officer of such violation or
breach is given to Executive.
1.4 “ Change of Control
” means a merger or consolidation to which Company is a
party if the individuals and entities who were stockholders of
Company immediately prior to the effective date of such merger or
consolidation have beneficial ownership (as defined in Rule 13d-3
under the Securities Exchange Act of 1934) of less than fifty
percent (50%) of the total combined voting power for election
of directors of the surviving corporation immediately following the
effective date of such merger or consolidation.
1.5 “ Disability
” means the inability of Executive to perform his duties
under this Agreement, with or without reasonable accommodation,
because of physical or mental incapacity for a continuous period of
five (5) months, as determined by the Board.
1.6 “ FLIR ”
shall mean FLIR Systems, Inc., and its wholly owned
subsidiaries.
1.7 “ Qualified
Retirement ” means a voluntary termination of
employment with the Company or one of its Subsidiaries by the
Executive who, on the effective date of the termination, is at
least 60 years of age and has worked for the Company or one of its
Subsidiaries for the preceding five (5) years.
ARTICLE II
EMPLOYMENT, DUTIES AND
TERM
2.1 Employment . Upon the
terms and conditions set forth in this Agreement, Company hereby
employs Executive as Senior Vice President, Finance and Chief
Financial Officer, and Executive accepts such employment, except as
expressly provided herein, termination of this Agreement by either
party shall also terminate Executive’s employment by
Company.
2.2 Duties . Executive
shall devote his full-time and best efforts to Company and to
fulfilling the duties of Chief Financial Officer, which shall
include such duties as may from time to time be assigned him by the
Board and Chief Executive Officer, provided that such duties are
reasonably consistent with Executive’s education, experience
and background. Executive shall comply with Company’s
policies and procedures to the extent they are not inconsistent
with this Agreement in which case the provisions of this Agreement
prevail. Executive shall also be permitted to serve on outside
boards, commissions and partnerships to the extent such service
does not conflict with the provisions of this Agreement.
2.3 Term . The term of
this Agreement shall be until January 1, 2009, unless earlier
terminated in accordance with Article IV. This Agreement may
be extended by mutual agreement of the parties.
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ARTICLE III
COMPENSATION AND
EXPENSES
3.1 Base Salary . For all
services rendered under this Agreement during the term of
Executive’s employment, Company shall pay Executive a minimum
annual Base Salary of $340,000 for 2007 and $370,000 for
2008.
3.2 Bonus . Executive
shall be eligible for bonuses, incentive payments and other awards
as determined by the Board or the Compensation Committee of the
Board.
3.3 Stock Options . Executive
shall annually be eligible for grants of options to purchase shares
of FLIR stock, based upon achievement of objectives and for such
quantity of options as determined by the Board. Notwithstanding any
other provision of this Agreement and without regard to any
language that may be inconsistent in any option agreement, unless
Company terminates this Agreement for Cause under Section 4.2,
Executive shall be permitted to exercise any vested nonqualified
options granted on or after the date of this Agreement until
(i) the earlier of the expiration of the option or a period of
thirty-six (36) months from the later of the date his
employment terminates or the date on which his service as a
consultant to the Company terminates when termination is for a
Qualified Retirement or (ii) the earlier of the expiration of
the option or twelve (12) months from the later of the date
his employment or service as a consultant to the Company terminates
for any other reason.
3.4 Vacation . Executive
shall earn twenty seven (27) days of personal time off in 2007
and thirty (30) days of personal time off in 2008. Except as
modified in this Agreement, Executive’s accrual, use of, and
compensation for PTO shall be governed by the terms of FLIR’s
employee handbook for Oregon.
3.5 Benefits . Executive
shall be eligible to participate in all Company-sponsored health
and welfare benefit plans as made available to other executives of
the Company. Notwithstanding any provision herein to the contrary,
in the event the Executive’s employment terminates for any
reason, the Company will pay the Executive’s COBRA premiums
for continuation of group health insurance coverage for the
Executive (and anyone entitled to claim under or through the
Executive) until the earlier of (a) 18 months, (b) such
time as the Executive obtains comparable benefits through
employment or otherwise and (c) age 65.
3.6 Supplemental Employee
Retirement Plan . Company shall make all contributions to
its Supplemental Employee Retirement Plan on behalf of Executive
for each Plan year based on Executive’s total compensation
for that year. For purposes of calculating the amount of such
annual contribution, Executive’s annual compensation shall
include all bonuses earned for that year.
3.7 Business Expenses .
Company shall, in accordance with, and to the extent of, its
policies in effect from time to time, bear all ordinary and
necessary business expenses reasonably incurred by Executive in
performing his duties as an employee of Company, provided that
Executive accounts promptly for such expenses to Company in the
manner prescribed from time to time by Company.
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3.8 Taxes and Withholding
. All amounts payable to Executive under this Agreement shall be
net of amounts required to be withheld by law. To the extent there
is any tax consequence to Executive in connection with payment for
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