Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of March 11, 1997 between Intermagnetics
General Corporation ("Intermagnetics" or "Company"), a New York corporation
with its principal office located at 000 Xxx Xxxxxxxxx Xxxx, Xxxxxx, Xxx Xxxx
00000, and Xxxxxxx X. Xxxxxxx ("Xx.Xxxxxxx"), who resides at 0000 Xxxxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
WHEREAS, Xx. Xxxxxxx has been employed by Medical Advances, Inc.
("Medical Advances") on an at will basis since December 1985, and has served as
President of Medical Advances since its incorporation in July 1985; and
WHEREAS, Medical Advances merged with and became a wholly-owned
subsidiary of Intermagnetics effective on the date hereof; and
WHEREAS, Intermagnetics wishes to enter into an Agreement with Xx.
Xxxxxxx to (i)provide for continuation of Xx. Xxxxxxx' employment with Medical
Advances, (ii) reinforce and encourage the continued dedication of Xx. Xxxxxxx
to Medical Advances, and (iii) provide for the services of Xx. Xxxxxxx as
President of Medical Advances;
NOW, THEREFORE, in consideration of the matters recited and the
respective covenants and promises of the parties contained in this Agreement,
the parties agree as follows:
Employment. For the term of this Agreement, Intermagnetics shall
employ Xx. Xxxxxxx as President/Chief Operating Officer ("President") of
Medical Advances. Xx. Xxxxxxx shall report directly to Intermagnetics' Chief
Executive Officer. Xx. Xxxxxxx shall perform the duties generally associated
with the job description set forth on Schedule "A" of this Agreement.
Notwithstanding the foregoing, Intermagnetics, through its Chief Executive
Officer, retains the discretion to vary the title and duties of Xx. Xxxxxxx
from time to time; provided that Xx. Xxxxxxx' title and duties shall
not be less than at a senior executive level during the term of this Agreement.
Performance. Xx. Xxxxxxx shall devote his entire business time and
effort rendering services as President of Medical Advances, or in such other
capacity as may be determined by the Chief Executive Officer of Intermagnetics
consistent with the provisions in Paragraph 1 of this Agreement. Xx. Xxxxxxx
shall perform his services diligently to the best of his ability. Xx. Xxxxxxx
agrees that in performing his services, and in all aspects of his employment as
a senior level executive of Intermagnetics, he will comply in all material
respects with all directives, policies, standards and regulations from time to
time established by Intermagnetics to the extent they do not conflict with
this Agreement. Xx. Xxxxxxx may during the term of this Agreement, with the
concurrence of Intermagnetics, pursue other professional activities such as
serving on other boards of directors and performing charitable and civic
activities so long as such other activities do not interfere with his
performance of duties under this Agreement.
Term. This Agreement shall be effective as of March ___, 1997 and,
unless otherwise terminated as provided in this Agreement, shall continue for
60 months until March 31, 2002. This Agreement may be terminated at any time
by mutual agreement of the parties.
Compensation and Benefits.
Salary. Xx. Xxxxxxx shall receive the compensation described on
Schedule B, which may be increased from time to time, as full
compensation for services performed under this Agreement.
Stock Option. Subject to approval of Intermagnetics' Board of
Directors, Intermagnetics shall grant Xx. Xxxxxxx an incentive stock
option as described on Schedule C in accordance with its customary
terms for such option.
Benefits. Xx. Xxxxxxx shall be entitled to participate in
Intermagnetics' Senior Management Incentive Compensation Plan. Xx.
Xxxxxxx also shall be entitled to receive group medical insurance and
other employee benefits, including, but not limited to, life insurance,
disability insurance, pension benefits and 401K participation, subject
to the same eligibility requirements afforded other senior executive
employees of Intermagnetics. Xx. Xxxxxxx acknowledges that these
employee benefit plans may be amended, enlarged, diminished or
eliminated on a non-discriminatory basis by Intermagnetics from time to
time at its discretion.
Reimbursement of Expenses. During the term of this Agreement, Xx.
Xxxxxxx shall be entitled to reimbursement by Intermagnetics for all
reasonable expenses incurred by him in the performance of his duties as
President or senior executive in accordance with Company policy.
Vacations; Holidays; Personal Time; Sick Time. Xx. Xxxxxxx shall be
entitled to annual personal paid leave (PPL) and to holiday time, in
accordance with Medical Advances' policies for exempt employees. To
the extent these policies change for Medical Advances employees,
Xx.Xxxxxxx agrees to receive personal and sick time in accordance with
those changes, in conformity with policies applicable to senior
management positions at Intermagnetics.
Confidential and Proprietary Information. As used in this Paragraph 6,
"secret" and "confidential" are used in the ordinary sense and do not
refer to official security classifications of any government. As used
in this Paragraph, "Intermagnetics" includes its subsidiary, Medical
Advances. Xx. Xxxxxxx agrees:
to communicate to Intermagnetics promptly and fully, and assign to
Intermagnetics all inventions or significant technical or business
innovations developed or conceived solely by him or jointly with
others from the time of entering Intermagnetics' employ until any
termination of employment (1) which are along the lines of the
business, work or investigations of Intermagnetics or of its
subsidiaries or affiliated companies, or (2) which result from or are
suggested by any work which he may do for or on behalf of
Intermagnetics;
1.1 to execute all necessary papers and otherwise to assist
Intermagnetics and its nominees during and subsequent to his
employment in every proper way (entirely at its or their
expense) to obtain for its or their own benefit, patents,
copyrights, or other legal protection for such inventions or
innovations, or for publications pertaining to them, in any and
all countries, said inventions and innovations to be the
exclusive property of Intermagnetics or its nominees, whether or
not patented or copyrighted;
1.2 to make and maintain adequate and current written records of all
such inventions or innovations, in the form of notes, sketches,
drawings, or reports relating to Intermagnetics at all times;
1.3 upon any termination of employment, promptly to deliver to
Intermagnetics all drawings, blueprints, manuals, letters,
notes, notebooks, reports, models, and other materials
(including all copies) which are of a secret or confidential
nature relating to the business of Intermagnetics or of its
subsidiaries or affiliated companies, which are in his
possession or under his control;
1.4 except as Intermagnetics may otherwise consent in writing, not
to publish or otherwise disclose (except as his job duties may
require) either during or subsequent to his employment, any
information, knowledge, or data of Intermagnetics or its
customers which he may receive or develop during the course of
his employment relating to inventions, discoveries, formulas,
processes, machines, manufacturing methods, compositions,
computer programs, accounting methods, information systems or
business or financial plans or reports, or other matters which
are of a secret or confidential nature;
1.5 to notify Intermagnetics in writing before making any disclosure
or performing or causing to be performed any work for or on
behalf of Intermagnetics, which appears to conflict with (1)
rights he claims in any invention or idea (a) conceived by
Xx.Xxxxxxx or others prior to his employment, or (b) otherwise
outside the scope of this Agreement, or (2) rights of others
arising out of obligations incurred by Xx.Xxxxxxx (a) prior to
this Agreement, or (b) otherwise outside the scope of this
Agreement. In the event Xx. Xxxxxxx fails to give notice under
the circumstances specified above, Intermagnetics may assume
that no such claim exists against Intermagnetics with respect to
the use of any such invention or idea for or on behalf
of Intermagnetics.
Agreement not to Compete. In consideration of his employment rights
under this Agreement and in recognition of the fact that he has access
to Intermagnetics' confidential information, Xx.Xxxxxxx agrees:
During the term of this Agreement, that he will not participate
directly or indirectly, in any capacity, in any business or business
activity that is in competition with Intermagnetics or its subsidiaries
or affiliated companies.
a. For a period of two years after the date of termination of his
employment, for any reason, except as expressly provided in
Paragraph 8(e), unless acting with Intermagnetics' express
written consent, that he will not directly or indirectly own
or participate in, or be connected with, as an officer,
director, employee, partner, investor, consultant or advisor,
any business that engages, or proposes to engage in the
development, manufacture or sale of products similar to the
products of Intermagnetics or of its subsidiaries or affiliated
companies; except that Intermagnetics acknowledges and agrees
that Xx. Xxxxxxx may continue to own shares in Intermagnetics'
stock and up to 2% of the shares of any other publicly
traded company so long as Xx. Xxxxxxx does not participate in
the management or control of such company.
b. For a period of two years after the date of termination of his
employment, for any reason, that he will not employ either
directly or on behalf of a third party, any person who is an
employee of Intermagnetics as of the date of the termination of
Xx.Xxxxxxx' employment.
Termination.
For Cause. Intermagnetics may terminate Xx. Xxxxxxx' employment under
this Agreement for "cause" which shall mean: (i) theft or other
dishonesty in the performance of his job duties or otherwise related to
his employment; (ii) conviction of a felony, or conviction of
a misdemeanor involving fraud; (iii) use of illegal substances; (iv)
neglect of duties or persistent refusal to adhere to Intermagnetics'
policies or directions; or (v) material breach of any term of this
Agreement. In the event Intermagnetics determines that termination of
Xx. Xxxxxxx is justified under (iv) or (v) above, Intermagnetics shall
give Xx. Xxxxxxx thirty (30) days notice to cure his neglect or rectify
his breach. If after thirty (30) days, Xx.Xxxxxxx has failed to cure
his neglect or rectify his breach, Intermagnetics may terminate
his employment. For all other causes of termination under this
Paragraph 8(a), Intermagnetics may terminate Xx. Xxxxxxx immediately
upon discovery of the cause.
Disability. Intermagnetics may terminate Xx. Xxxxxxx' employment if
Xx. Xxxxxxx is unable, as a result of physical or mental disability, to
perform his duties as provided in this Agreement for a period in excess
of twenty (20) weeks, consecutively or non-consecutively, in any twelve
(12) month period. Termination under this provision shall be executed
by written notice from Intermagnetics to Xx. Xxxxxxx and shall be
effective thirty (30) days following the written notice. For purposes
of determining whether Xx. Xxxxxxx has a "physical or mental
disability" under this Paragraph 8(b), he shall be evaluated by a
physician retained by Intermagnetics at Intermagnetics' expense. Such
physician must be Board Certified in the specialty for which Xx.
Xxxxxxx is being evaluated. Xx. Xxxxxxx shall make all relevant
medical records available to the physician retained by Intermagnetics
and shall otherwise cooperate in such evaluation.
Death. This Agreement shall terminate in the event of Xx. Xxxxxxx'
death, effective on the date of his death.
By Xx. Xxxxxxx. Xx. Xxxxxxx may terminate this Agreement at any time
upon one-hundred-eighty days prior written notice.
Without Cause. If Intermagnetics terminates Xx. Xxxxxxx without cause,
Intermagnetics will, for each of the nine (9) months following the
termination notice in which he is not fully employed, (i) pay Xx.
Xxxxxxx a xxxxxxxxx equal to his monthly salary at the time of such
notice; and (ii) maintain all benefits and benefit eligibility under
Paragraph 4(c). Intermagnetics shall waive Xx. Xxxxxxx' obligation
under Paragraph 7(b) upon the earlier of (i) the end of the ninth month
following notice of termination, or (ii) one month after its
last payment to Xx. Xxxxxxx under this Paragraph 8(e).
Miscellaneous.
Governing Law. This Agreement is made under, and shall be interpreted,
construed, and enforced in accordance with the laws of the State of
Wisconsin.
Disputes. All disputes arising out of this Agreement or Xx. Xxxxxxx
employment with Intermagnetics shall be submitted to binding
arbitration under the rules of the American Arbitration Association.
Enforcement. The restrictions and obligations contained in Paragraphs
6, 7 and 8(e) shall survive and remain enforceable following the
termination of the Agreement for any reason, including, but not limited
to, termination by Intermagnetics with or without cause. The
parties agree that Intermagnetics would suffer irreparable harm if Xx.
Xxxxxxx were to violate any of the restrictions set forth in Paragraphs
6 and 7, and that, notwithstanding the provisions in Paragraph 9(b),
such restrictions may be enforced by an injunction or restraining order
in addition to any other remedies available to Intermagnetics.
Severability. If any provision or provisions of this Agreement are
held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect or impair the validity or
enforceability of the remaining provisions of this Agreement, which
shall remain in full force and effect.
Successors and Assigns. This Agreement shall benefit and bind the
parties and the successors and assigns of Intermagnetics.
Entire Agreement. This Agreement contains the entire agreement of the
parties relating to its subject matter, and supersedes all prior
agreements, negotiations and representations not specifically set forth
in this Agreement.
IN WITNESS HEREOF, the parties have caused this Employment Agreement to
be executed as of the date first written above.
INTERMAGNETICS GENERAL CORPORATION
By:_/s/ Xxxx X. Rosner_______________________
Xxxx X. Xxxxxx, Chief Executive Officer
Date:__March 10, 1997________________________
___/s/ Xxxxxxx X. Stevens__________________
Xxxxxxx X. Xxxxxxx
Date:__March 10, 1997________________________
SCHEDULE A
JOB DESCRIPTION
JOB TITLE: President and Chief Operating Officer - Medical Advances, Inc.
Effective Date: 03/06/97 Revision No. 0
__________________________________ __________________________________
Functional Manager Director of Administration
Fair Labor Standards Act Status: Exempt
Supervision Received: Minimum
1. DUTIES AND RESPONSIBILITIES:
A. Contacts:
Chairman of the Board and Chief Executive Officer of Intermagnetics
Senior Vice President of Intermagnetics
Chief Financial Officer of Intermagnetics
General Counsel
All levels within Medical Advances, Inc.
Senior level customers and suppliers and other business relationships
Collaborators
Agencies
B. Supervision:
Directly supervises an Administrative Assistant and all function
managers for Medical Advances. Indirectly responsible for supervision
of all Medical Advances employees.
C. Work Direction:
As agreed with Chief Executive Officer of Intermagnetics.
D. General Responsibilities
The President and Chief Operating Officer - Medical Advances is
responsible to the Chairman and Chief Executive Officer of
Intermagnetics for coordinating and directing the activities of Medical
Advances in accordance with the policies and objectives established in
collaboration with the Chairman and Chief Executive Officer. Specific
functions include development of Medical Advances' Operating Policies
and Procedures for all Medical Advances' activities in accordance with
Corporate Policies; establishing controls to maintain adequate
communication and information flows; regularly evaluating the results
of overall business operations and; ensuring that all business unit
activities comply with government laws and regulations.
Develop, formulate and communicate strategies and operational plans for
Medical Advances; identify and evaluate new business opportunities; in
collaboration with the Chairman and Chief Executive Officer and with
corporate staff and other business units, staff Medical Advances;
develop and monitor internal operations; develop and initiate external
collaborations; initiate and monitor technology development.
Prepare for approval all budgets for Medical Advances, and hold
responsibility for adherence to the same; Report formally on a monthly
basis to the Chairman and Chief Executive Officer.
Develop plans for full commercial exploitation of promising
opportunities with corporate and business unit staff, and other
organizations as appropriate.
Implement and monitor training of personnel.
2. QUALIFICATIONS:
A. Preferred:
A minimum of 12 years of management experience including prior
experience managing a profit and loss business unit.
B. Alternative:
A minimum of 15 years experience including experience as functional
manager of at least 2 of Medical Advances' primary functions:
engineering, manufacturing, marketing/sales, quality assurance or
materials.
SCHEDULE B
COMPENSATION
Annual Salary $125,000
Car Allowance $400 per month
Employee shall be eligible to participate in Intermagnetics' Management
Incentive Compensation Program for executive employees.
SCHEDULE C
STOCK OPTION
At the first Board meeting following start of your employment we will
request that the Board of Directors of Intermagnetics grant you an Incentive
Stock Option which will allow you to purchase up to 25,000 shares of
Intermagnetics Common Stock at a price per share equal to the fair market value
on the date of the grant. This option may be exercised in installments of 20%
of the total at the completion of each of the five years following the grant.
You will have a total of ten years to purchase the total number of shares.
