EXHIBIT 10(22)
[AXSYS TECHNOLOGIES, INC. LETTERHEAD]
December 10, 1999
Mr. ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
I am pleased that you have decided to join Axsys as Vice President, Operations.
The terms of your employment will be as set forth on the attached Exhibit I
hereto. Please indicate your agreement by executing the two copies of this
letter in the space provided below and return one copy via the enclosed
envelope.
This is an exciting time in the development of Axsys. I look forward to working
with you to improve the Company's operations and support our long-term strategy
of retaining and building the Company's position as a leader in the design and
manufacture of precision measurement and positioning products.
Yours truly,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman
Encl./
I acknowledge and accept the terms and conditions of employment referenced
above.
/s/ ▇▇▇▇ ▇▇▇▇▇ 12/15/99
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▇▇▇▇ ▇▇▇▇▇ Date
EXHIBIT I
Summary of Employment Terms
Position; Duties: Vice President, Operations of Axsys Technologies,
Inc. (the "Company"). Executive will exercise such
duties as customarily pertain to the office of Vice
President, Operations, and shall report to the
President and Chief Operating Officer. Executive's
duties will involve, among others: training in "Lean
thinking;" managing Lean initiatives; recruiting Lean
team; Information and Technology activities; and
Procurement activities. Executive acknowledges that
his duties will require significant travel, including
travel to the Company's various operating units
located throughout the United States. Executive will
initially be based in Fort ▇▇▇▇▇▇▇, Colorado and will
operate from an office located at his residence
there. Executive represents and warrants that he is
not a party to any agreement that would affect in any
way his employment by the Company.
Compensation: $160,000 per year, paid in accordance with the
Company's regular payroll practices. Executive will
be eligible for annual incentive compensation
targeted at 50% of Executive's annual base
compensation based upon achievement of objectives to
be agreed upon. Annual incentive compensation will be
payable in accordance with Company's incentive
compensation policies. To be adjusted equitably for
partial year.
Signing Bonus: The Company will also make a lump sum payment to
Executive of $25,000 as a signing bonus, to be paid
with Executive's first regularly scheduled salary
payment. If Executive voluntarily terminates his
employment with the Company within 1 year of
Executive's hire date, Executive will be required to
reimburse the Company for the entirety of the $25,000
payment. Such payment shall be due and payable in
full on the first day following Executive's final day
of employment by the Company.
Stock Options: Executive will be entitled to participate in the
Company's Amended and Restated Long-Term Stock
Incentive Plan. Executive's initial option grant (to
be granted in connection with regular annual option
grants during the first quarter of 2000) shall cover
10,000 shares of common stock at an exercise price
equal to closing stock price on date grant is
approved by the Company's Long-Term Stock Incentive
Plan Committee. Options will vest 20% on each
anniversary of grant date, beginning on first
anniversary of date of grant. Will accelerate on
change in control in accordance with provisions of
Company's existing form of stock option agreement.
Termination Without
Cause: Executive will be entitled to continuation of base
salary and welfare benefits in the event Executive is
terminated by the Company without
cause for a period ending on the earlier of six
months after termination or Executive's commencement
of full-time employment with another employer.
Benefits: Executive will be entitled to benefits consistent
with other senior corporate executives of the
Company, including annual paid vacation of 3 weeks.
Start Date: January 3, 2000
