Exhibit 10.41
To: Xxxxxxx X. Xxxxx
From: Xxxxx Xxxxxxx, Chairman of the Human Resources Committee of the
Thermo Electron Corporation Board of Directors
Date: March 14, 2001
RE: Amendment to the Amended & Restated Employment Agreement
We hereby agree that your Amended & Restated Employment Agreement, dated
July 11, 2000 is amended, as provided for herein. Except as specifically
modified herein, the terms of your Amended & Restated Employment Agreement, and
all other agreements, exhibits and other instruments related thereto or to your
employment with Thermo Electron Corporation (including any of its successors or
assigns, the "Company") shall remain in full force and effect. This amendment to
your Amended & Restated Employment Agreement shall be referred to herein as the
"Amendment."
Effective March 14, 2001 (the "Amendment Effective Date"), your Employment
Agreement is amended as follows:
1. Restricted Stock and Stock Options. Section 6 of the Amended & Restated
Employment Agreement is amended by adding the following new subsection (f) to
the end thereof:
"(f) Additional Vesting Rules. Notwithstanding any provision
of this Agreement or any other agreement between Executive and the Company to
the contrary, the following additional vesting rules shall apply to stock option
and restricted stock awards granted to Executive by the Company:
(i) if Executive's employment with the Company
continues after July 10, 2003 but is terminated by Executive without Good Reason
prior to July 10, 2004:
(A) the then outstanding unvested options to
purchase shares of Stock of the Company held by the Executive and granted after
the Amendment Effective Date, whether or not issued under this Agreement, shall
become fifty percent (50%) vested, and
(B) fifty percent (50%) of the outstanding unvested
restricted stock awards held by the Executive, whether or not issued under this
Agreement, shall be fully vested;
(ii) if Executive is employed by the Company on July
10, 2004:
(A) all outstanding stock options (granted
after the Amendment Effective Date), shall become fully vested; and
(B) all such options shall remain exercisable for
their entire exercise period and the rules set forth in Section 10 governing
post-termination exercise shall not apply, and
(C) the transfer restrictions on all
restricted stock granted to Executive under this Agreement or any other
agreement shall lapse."
2. Executive Retention Award. Section 3 of the Amended & Restated
Employment Agreement is amended by adding the following subsection (g) to the
end thereof:
"(g) Executive Retention Benefit. Executive shall be entitled
to a retention benefit (the "Executive Retention Benefit"), with payments to
begin upon the termination of his employment from the Company for any reason, in
accordance with the following:
(i) If the Designee is appointed CEO in accordance
with Section 3(b) and
(A) Executive is removed involuntarily from
his position as Chairman of the Board on or before July 10, 2004, Executive
shall be entitled to an Executive Retention Benefit with a lump sum value, as
determined by the Board in its discretion, to be not less than Three Million Two
Hundred Thousand Dollars ($3.2M) and not more than Four Million Eight Hundred
Thousand Dollars ($4.8M), with a targeted mid-point of Four Million Dollars
($4M);
(B) Executive voluntarily resigns his
position as Chairman of the Board on or before July 10, 2004, Executive shall be
entitled to an Executive Retention Benefit with a lump sum value, as determined
by the Board in its discretion, to be not less than Eight Hundred Thousand
Dollars ($800,000) and not more than One Million Two Hundred Thousand Dollars
($1.2M), with a targeted mid-point of One Million Dollars ($1M);
(C) Executive resigns or is removed from his
position as Chairman of the Board after July 10, 2004 but before July 10, 2005,
Executive shall be entitled to an Executive Retention Benefit with a lump sum
value, as determined by the Board in its discretion, to be not less than Two
Million Four Hundred Thousand Dollars ($2.4M) and not more than Three Million
Six Hundred Thousand Dollars ($3.6M), with a targeted mid-point of Three Million
Dollars ($3M);
(D) Executive resigns or is removed from his
position as Chairman of the Board after July 10, 2005, Executive shall be
entitled to an Executive Retention Benefit with a lump sum value, as determined
by the Board in its discretion, to be not less than One Million Six Hundred
Thousand Dollars ($1.6M) and not more than Two Million Four Hundred Thousand
Dollars ($2.4M), with a targeted mid-point of Two Million Dollars ($2M);
2
(ii) The Board, in its discretion, shall determine
the amount of Executive Retention Benefit upon the occurrence of any of the
events described in (i)(A)-(D) next above, in accordance with the provisions set
forth in each such subsection.
(iii) Executive in his discretion shall elect the
form of payment for the Executive Retention Benefit, which shall be in whole or
in part either a lump sum distribution or an annuity purchased with such lump
sum value.
The undersigned hereby represents that he is duly authorized to execute
this Amendment on behalf of the Company and that all necessary approvals of any
board, committee, body, or other person have been obtained. It is understood and
agreed that this Amendment to Executive's Amended & Restated Employment
Agreement shall constitute a binding agreement upon execution by both parties.
This Amendment is executed as an instrument under seal as of the date indicated
below.
Thermo Electron Corporation
By: /s/ Xxxxx Xxxxxxx
---------------------------
Xxxxx Xxxxxxx
Chairman of the Human
Resources Committee of the
Board of Directors
Agreed to and Accepted by:
/s/ Xxxxxxx X. Xxxxx
----------------------------
Xxxxxxx X. Xxxxx
Date: March 14, 2001
----------------------
3
