Exhibit 10.2
EXECUTIVE EMPLOYMENT
AGREEMENT
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PARTIES:
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FLIR Systems,
Inc. (“Company”)
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27700 SW
Parkway Avenue
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Wilsonville, OR
97070
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Earl R. Lewis
(“Executive”)
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58 Ford
Road
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Sudbury,
Massachusetts 01776
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EFFECTIVE DATE:
January 1, 2009
RECITALS:
The 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 the 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 thirty (30) days
after written notice from the Board 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 the 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 the 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 thirty (30) days after written notice from
the Board of such violation or breach is given to
Executive.
1.4 “ Disability
” means for purposes of Section 4.5, 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. For purposes of Section 3.3,
Disability means total and permanent disability as defined in
Internal Revenue Code section 22(e)(3).
1.5 “ FLIR
” shall mean FLIR Systems, Inc., and its wholly owned
subsidiaries.
ARTICLE II
EMPLOYMENT, DUTIES AND
TERM
2.1 Employment . Upon
the terms and conditions set forth in this Agreement, the Company
hereby employs Executive as President and Chief Executive Officer,
and Executive accepts such employment. During the term of this
Agreement, Executive will continue to work with the Board in its
efforts to identify an individual to serve as Executive’s
successor as President and/or Chief Executive Officer.
2.2 Duties . Executive
shall devote his full-time and best efforts to the Company and to
fulfilling the duties of Chief Executive Officer, which shall
include such duties as may from time to time be assigned him by the
Board, provided that such duties are reasonably consistent with
Executive’s education, experience and background. Executive
shall comply with the 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, 2011, unless earlier
terminated in accordance with Article IV. This Agreement may
be extended by mutual agreement of the parties.
ARTICLE III
COMPENSATION AND
EXPENSES
3.1 Base Salary . For
all services rendered under this Agreement during the term of
Executive’s employment, the Company shall pay Executive a
minimum annual Base Salary of $950,000; provided, however, that
notwithstanding that Executive has a contractual right, pursuant to
the Employment Agreement between Executive and the Company, dated
as of February 27, 2008, to a minimum annual Base Salary of
$950,000 for 2009, Executive has agreed to receive a salary of
$825,000 for a portion of 2009 beginning on January 1, 2009
and ending on a date during 2009 that is chosen by the Executive
acting in his discretion. In the event that salary adjustments for
the Company’s executive officers in 2009 are implemented on a
retroactive basis, Executive’s Base Salary will also be
adjusted, on a retroactive basis to January 1, 2009, to
$950,000.
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 (the “Committee”) in accordance with the FLIR
Systems, Inc. 2007 Executive Bonus Plan then in effect, as amended
from time to time.
3.3 Stock Options
.
(a) 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. All such grants, including all
past and future grants, shall be subject to the terms and
conditions set forth in the option agreements between Executive and
the Company associated with each such grant. In the event of any
inconsistency between this Agreement and the option agreements, the
terms and conditions of the option grants shall take
precedence.
(b) Attached hereto and incorporated
herein as Appendix 1 is a summary of Executive’s unexercised
stock option grants as of the date hereof.
3.4 Personal Time Off
. Executive shall earn personal time off during the term of his
employment in accordance with the Company’s policies
regarding paid time off that are applicable to the Company’s
executive officers.
3.5 Benefits .
Executive shall be eligible to participate in all Company-sponsored
health and welfare benefit plans made available to other executives
of the Company for so long as he is employed by the
Company.
3.6 Supplemental Employee
Retirement Plan . The Company shall make all contributions
to its Supplemental Employee Retirement Plan (“SERP”)
on behalf of Executive for each plan year in accordance with the
SERP then in effect, as amended from time to time.
3.7 Business Expenses
. The 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 the Company, provided that
Executive accounts promptly for such expenses to the Company in the
manner prescribed from time to time by the Company.
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 work between two states, Executive’s Base Salary
shall be grossed up to cover the tax consequence to
Executive.
ARTICLE IV
EARLY
TERMINATION
4.1 Early Termination
. This Article sets forth the terms for early termination of
Executive’s employment with the Company.
4.2 Termination for Cause . The
Company may terminate Executive’s employment for Cause
immediately upon written notice from the Board to Executive. In the
event of termination for Cause pursuant to this Section 4.2,
Executive shall be paid Executive’s Base Salary through the
date of termination at the rate then in effect, and (without regard
to any language that may be inconsistent in any option grant) for
any option granted on or after the date of this Agreement Executive
shall have the lesser of three (3) months from such
termination or the remaining option term in which to exercise his
vested stock options.
4.3 Termination Without
Cause . Either Executive or the Company may terminate
Executive’s employment without Cause on no less than thirty
(30) days written notice from or to the Board. In the event
Executive terminates his employment without Cause pursuant to this
Section 4.3, Executive shall be paid his Base Salary through
the date of termination. In the event the Company terminates the
Executive’s employment without Cause pursuant to this
Section 4.3, the Company shall pay to Executive:
(i) continuation of Executive’s Base Salary in effect at
the time of termination for a period of eighteen (18) months
or for the duration of the remaining term of the Agreem