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EX-10.2 Tatum, LLC Interim Executive Services Agreement

Executive Employment Agreement

EX-10.2 Tatum, LLC

Interim Executive Services Agreement | Document Parties: Tatum, LLC | Aksys, Ltd. You are currently viewing:
This Executive Employment Agreement involves

Tatum, LLC | Aksys, Ltd.

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Title: EX-10.2 Tatum, LLC Interim Executive Services Agreement
Governing Law: New York     Date: 9/21/2006
Industry: Medical Equipment and Supplies    

EX-10.2 Tatum, LLC

Interim Executive Services Agreement, Parties: tatum  llc , aksys  ltd.
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Exhibit 10.2

Tatum, LLC

Interim Executive Services Agreement

September 18, 2006

Mr. Howard J. Lewin
President and Chief Executive Officer
Aksys, Ltd.
Two Marriott Drive
Lincolnshire, IL  60069

Dear Howard:

Tatum, LLC (“Tatum”) understands that Aksys, Ltd. (“the Company”) desires to engage a partner of Tatum to serve as interim chief financial officer.  This Interim Executive Services Agreement (this “Agreement”) sets forth the conditions under which such services will be provided.

Services; Fees

Tatum will make available to the Company Karen Krumeich (the “Tatum Partner”), who will serve as chief financial officer of the Company.  The Tatum Partner will become an employee and, if applicable, a duly elected or appointed officer of the Company and subject to the supervision and direction of the CEO of the Company, the board of directors of the Company, or both.  Tatum will have no control or supervision over the Tatum Partner.

The Company will pay the Tatum Partner directly a salary of $28,000 a month (“Salary”).

In addition, the Company will pay directly to Tatum a fee of $7,000 a month (“Fees”) as partial compensation for resources provided.  The Company will pay Tatum the monthly Fees one month in advance, with the first payment due on September 18, 2006.  The second payment and every payment thereafter will be paid in advance before each month-end related to the following month.

The Company will have no obligation to provide the Tatum Partner any health or major medical benefits, stock, or bonus payments.  The Tatum Partner will remain on his or her current medical plan.

As an employee, the Tatum Partner will be eligible for any Company vacation and holidays consistent with the Company’s policy as it applies to senior management, and the Tatum Partner will be exempt from any delay periods otherwise required for eligibility.

Payments; Deposit

The Company will pay Tatum the Fees one month in advance, with the first payment for September, prorated, due on September18, 2006.  The second payment and every payment thereafter will be paid in advance before each month-end related to the following month.  The Company will reimburse the Tatum Partner directly for out-of-pocket expenses incurred by the Tatum Partner in providing services hereunder to the same extent that the Company is responsible for such expenses of senior managers of the Company.  The Tatum Partner shall be expected to comply with the Company’s policies relating to reimbursement for travel and other expenses in order to be eligible for such reimbursement.

 



Company agrees to pay Tatum and to maintain a security deposit of $35,000 for the Company’s future payment obligations to both Tatum and the Tatum Partner under this Agreement (the “Deposit”).  If the Company breaches this Agreement and fails to cure such breach as provided in this Agreement, Tatum will be entitled to apply the Deposit to its damages resulting from such breach.  Upon termination or expiration of this Agreement, Tatum will return to the Company the balance of the Deposit remaining after application of any amounts to unfulfilled payment obligations of the Company to Tatum or the Tatum Partner as provided for in this Agreement.  Tatum shall return any unapplied portion of such Deposit no later than ten (10) business days following the termination or expiration of this Agreement, and to the extent that any amounts are not return to the Company, Tatum shall provide a detailed summary of the amount withheld, including a specific description of the amount owed, the basis for such amount withheld and documentation in support thereof.

Converting Interim to Regular Full-Time Employee

If the Company determines to convert the Tatum Partner into a permanent employee of the Company by terminating this Agreement and the parties hereto are otherwise unable to reach a mutually acceptable agreement with respect to the amount that the Company will be required to pay (the “Conversion Fee”) to Tatum as a result of such conversion of employment status, the parties hereto agree that the Conversion Fee shall be equal to 25% of the Tatum Partner’s “Annualized Compensation,” plus a nominal ongoing monthly resource fee.  “Annualized Compensation” will mean the Tatum Partner’s monthly Salary multiplied by 12, plus the maximum amount of any bonus for which the Tatum Partner was eligible to receive from the Company with respect to the then current fiscal year.  The Company shall no longer be required to pay any monthly Fees to Tatum for any period following termination of this Agreement in connection with the conversion of the Tatum Partner into a permanent employee of the Company

Term & Termination

This Agreement will terminate upon the effective date of termination or expiration of the Tatum Partner’s employment with the Company or upon the Tatum Partner ceasing to be a partner of Tatum.

Notwithstanding the preceding, following such time as the Tatum Partner has commenced rendering services hereunder, either party may terminate this Agreement at any time effective immediately upon written notice to the other party of such termination.

Insurance

The Company will provide Tatum or the Tatum Partner with written evidence that the Company currently maintains directors’ and officers’ insurance, and the Company will provide the Tatum Partner with the same level of directors’ and officers’ insurance as other senior executives and board members of the Company, including “tail” coverage.

Disclaimers, Limitations of Liability and Indemnification

Tatum assumes no responsibility or liability under this Agreement other than to render the services called


 
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