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EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: FLIR Systems, Inc You are currently viewing:
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FLIR Systems, Inc

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Oregon     Date: 3/16/2007
Industry: Aerospace and Defense     Sector: Capital Goods

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: flir systems  inc
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Exhibit 10.15

EXECUTIVE EMPLOYMENT AGREEMENT

 

PARTIES:

  

FLIR Systems, Inc.

  

(“Company”)

  

27700A SW Parkway Avenue

  
  

Wilsonville, Oregon 97070

  
  

Stephen M. Bailey

  

(“Executive”)

  

16740 SW Pinot Place

  
  

Hillsboro, Oregon 97123

  

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 wor


 
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