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