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Exhibit 10.5
SEVERANCE AND SETTLEMENT AGREEMENT AND
RELEASE
This Severance and Settlement Agreement and Release (the
"Agreement") is entered into by and between Analogic Corporation
(the "Company") and John W. Wood Jr. ("Mr. Wood").
WHEREAS, Mr. Wood desires to resign from all his positions
with the Company;
WHEREAS, the Company and Mr. Wood mutually desire an
orderly transition to a new President and Chief Executive Officer,
and the parties wish to resolve orderly and amicably
Mr. Wood’s separation from the Company and establish the
terms of Mr. Wood’s severance arrangement;
NOW, THEREFORE, in consideration of the promises and conditions
set forth herein, the sufficiency of which is hereby acknowledged,
the Company and Mr. Wood agree as follows:
1. Resignation Date . Mr. Wood’s
effective date of resignation from the Company as Chief Executive
Officer and a Director of Analogic Corporation shall be
December 31, 2006 (the "Resignation Date"). Mr. Wood
resigned, effective November 8, 2006, from all other offices,
positions, and capacities in, at, or of Analogic Corporation and
any subsidiary or affiliate of Analogic Corporation, and any other
status or title involving or relating to the Company or any of its
subsidiaries or affiliates, including but not limited to Analogic
Limited, ANALOGIC FOREIGN SALES CORPORATION, Analogic Holding
Luxembourg S.a r.l., ANALOGIC SECURITIES CORPORATION, ANADVENTURE
II CORPORATION, ANA/DVENTURE 3 CORPORATION, ANADVENTURE DELAWARE,
INC., AnaSky Limited, ANATEL COMMUNICATIONS CORPORATION, ANEXA
Corporation, Anexa Financial Services, Inc., ANRAD CORPORATION,
Bio-Imaging Research, Inc., B-K Medical Holding ApS, B-K Medical
ApS, B-K Medical AB, B-K Medical (Asia) Pte. Ltd., B-K Medical
Benelux NV/SA, B-K Medical (China) Limited, B-K Medical France
S.A., B-K Medical Medizinische Systeme GmbH, B-K Medicale S.r.l.,
B-K Medical Systems, Inc., B-K Medical Thailand Ltd., B-K Medical
UK, FTNI INC., ENHANCED CT TECHNOLOGY, LLC, International Security
Systems Corporation, PhotoDetection Systems, Inc., Shenzhen Anke
High-Tech Company, Limited, SKY COMPUTERS, INC., SKY Computers
(Europe) Ltd., and Sound Technology, Inc.
2. Monetary Consideration . In return for the
execution of this Agreement, and provided that Mr. Wood has
not revoked this Agreement, the Company agrees to pay Mr. Wood
on July 2, 2007, a single lump-sum payment of $203,000
(representing six months’ of Mr. Wood’s salary at
his regular annualized base salary rate of $406,000), less legally
required and voluntarily authorized deductions, and otherwise in
accordance with the Company’s customary payroll
practices.
3. Additional Cash Compensation . The Company shall
pay to Mr. Wood on the date that is six (6) months after
his Resignation Date (the "First Payment Date") an amount equal to
two thousand (2,000) multiplied by the closing stock price of
Analogic Corporation common stock at the end of the stock market
trading day on December 29, 2006 (the "Established Stock
Price"), which is the last stock market trading day during the
period of Mr. Wood’s employment with the Company. The
Company shall also pay to Mr. Wood on the date that is three
(3) months after the First Payment Date and at the end of each
successive three (3) month period after the First Payment Date
through and including the date that is thirty (30) months
after Mr. Wood’s Resignation Date, an amount equal to
the product of one thousand (1,000) multiplied by the Established
Stock Price. If Mr. Wood breaches any of the terms of this
Agreement, then, in addition to any other remedies in law or equity
available to the Company, Mr. Wood shall thereupon immediately
and automatically forfeit his right to receive any further payments
or benefits of any kind whatsoever under this or any other section
of this Agreement.
4. Health and Dental Coverage . For a period ending
on the earlier to occur of (i) the date that is twelve
(12) months from the Resignation Date, or (ii) the date
on which Mr. Wood becomes eligible for health and/or dental
insurance coverage under another employer’s health insurance
plan (the "Health Insurance Severance Period"), the Company agrees
to continue to pay 80% of the health and/or dental insurance
premium on behalf of Mr. Wood for continuation of
Mr. Wood’s health and/or dental insurance coverage under
the Company’s group plans, provided that Mr. Wood
continues to timely pay his 20% share of the premium. At the end of
the Health Insurance Severance Period, Mr. Wood may elect to
continue health and/or dental insurance premium and insurance
coverage under the Consolidated Omnibus Reconciliation Act of 1985
("COBRA") for up to an additional eleven (11) months with the
Company paying 50% of the health and/or dental insurance premium
and Mr. Wood paying 50% of the health and/or dental insurance
premium for such coverage.
5. Release . In consideration of the payment of the
severance benefits as described above, which Mr. Wood
acknowledges he would not otherwise be entitled to receive,
Mr. Wood hereby fully, forever, irrevocably, and
unconditionally releases, remises, and discharges the Company, its
officers, directors, stockholders, corporate affiliates,
subsidiaries, parent companies, agents, and employees (each in
their individual and corporate capacities), all of the
Company’s employee benefit plans, and all of the
Company’s employee benefit plan fiduciaries (hereinafter, the
"Released Parties") from any and all claims, charges, complaints,
demands, actions, causes of action, suits, rights, debts, sums of
money, costs, accounts, reckonings, covenants, contracts,
agreements, promises, doings, omissions, damages, executions,
obligations, liabilities, and expenses (including, but not limited
to, attorneys’ fees and costs), of every kind and nature
which Mr. Wood ever had or now has against the Released
Parties, including, but not limited to, any and all claims arising
out of Mr. Wood’s employment with and/or separation from
the Company, including, but not limited to, all employment
discrimination claims under or arising out of Title VII of the
Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq
. , the Age Discrimination in Employment Act, 29 U.S.C.
§ 621 et seq., the Americans With Disabilities Act of
1990, 42 U.S.C., § 12101 et seq. , the
Rehabilitation Act of 1973, 29 U.S.C. § 701 et
seq. , Executive Order 11246 and Executive Order 11141, the
Massachusetts Fair Employment Practices Act., M.G.L. c.151B,
§ 1 et seq . , all as amended; all claims under of
arising out of the Family and Medical Leave Act, 29 U.S.C.
§ 2601 et seq. , Section 806 of the
Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C.
1514(A), the Fair Credit Reporting Act, 15 U.S.C. § 1681
et seq . , the Employee Retirement Income Security Act of
1974 ("ERISA"), 29 U.S.C. § 1001 et seq . , the
Massachusetts Civil Rights Act, M.G.L. c.12 §§ 11H
and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93,
§ 102 and M.G.L. c.214, § 1C, the Massachusetts
Labor and Industries Act, M.G.L. c.149, §1 et seq
. , the Massachusetts Privacy Act, M.G.L. c. 214,
§ 1B, and the Massachusetts Maternity Leave Act , M.G.L.
c. 149, § 105(d)
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