Exhibit 10.2
LETTER AGREEMENT
THIS LETTER AGREEMENT
(the “Letter Agreement”)
is entered into this 11 th day of November, 2005, by Novoste
Corporation, a Florida corporation (hereinafter referred to as the
“Company”) and Daniel G. Hall (hereinafter referred to
as the “Executive”). The Company and the Executive are
hereinafter referred to, collectively, as the
“Parties.”
W I T N E S S E T
H:
WHEREAS, the Parties have entered into an Amended and
Restated Termination Agreement dated May 30, 2003, as amended
on May 18, 2005 (the agreement, as amended, is hereinafter
referred to as the “Termination Agreement”), pursuant
to which the Executive is entitled to receive certain payments upon
a termination of his employment without Cause or for Good Reason
(each as defined in the Termination Agreement) following a Change
in Control (as defined in the Termination Agreement);
and
WHEREAS, the Parties have also entered into an Executive
Retention Bonus Agreement dated April 1, 2004, as amended on
October 11, 2004 (the “Retention Bonus
Agreement”); and
WHEREAS, the Company and the Executive have mutually
agreed to enter into this Letter Agreement, which shall supersede
the Termination Agreement in its entirety and the Retention Bonus
Agreement with regard to severance payments from the
Company.
NOW, THEREFORE,
in consideration of the promises and
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:
1. Termination of Employment:
The Executive shall continue to be employed by the Company through
December 31, 2005, at which point his employment, together
with all accompanying benefits of employment, shall be deemed
terminated. Notwithstanding the foregoing, if the Company notifies
the Executive that the Company wishes to continue the
Executive’s employment beyond December 31, 2005, the
Parties agree to negotiate in good faith regarding the terms and
conditions of such an extension. The date on which the
Executive’s employment with the Company terminates is
referred to herein as the “Termination Date.” The
Executive shall be entitled to his base salary at the rate in
effect as of the date of this Letter Agreement through the
Termination Date. The Executive shall perform no further services
for, and shall have no authority to act on behalf of, the Company
after the Termination Date.
2. Certain Payments: Subject
to the Executive’s acceptance and compliance with all of the
terms and conditions set forth in this Letter Agreement, the
Company shall pay to the Executive the following
payments:
(i) a first payment in the amount of
$258,000, payable in a lump sum by the Company upon the
Executive’s execution of this Letter Agreement, less
applicable deductions, including, without limitation, federal and
state withholding; and
(ii) a second payment (the
“Second Payment”) in the amount of $63,500, less
applicable deductions, including, without limitation, federal and
state withholding, to be paid on the later of:
(a) January 2, 2006 or (b) the date on which the
Executive has completed the tasks set forth on Exhibit A
hereto to the reasonable satisfaction of the Company as determined
by the Company’s Chief Executive Officer. Notwithstanding the
foregoing, if the composition of the Company’s Board of
Directors changes such that the number of directors on the Board of
Directors who are directors of the Board of Directors as of the
date of this Letter Agreement is less than the number of directors
on the Board of Directors who are not directors of the Board of
Directors as of the date of this Letter Agreement, the Executive
shall be entitled to immediate payment of the Second Payment (to
the extent such payment has not previously been made); provided,
that, notwithstanding the receipt of the Second Payment, the
Executive shall still be obligated to complete the tasks set forth
on Exhibit A hereto as promptly as reasonably
practicable.
3. Benefits: In addition to
the foregoing payments to be made by the Company to the Executive,
the Executive shall be entitled to the following:
(i) a one time lump sum payment of
$30,074, less applicable deductions, including, without limitation,
federal and state withholding, for health in
