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Exhibit (c)(2)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of the 12th day of August,
1997 by and between STERIS CORPORATION, an Ohio corporation ("STERIS"), and ▇▇▇▇
▇▇▇▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇▇▇▇"). STERIS has entered into an Agreement and
Plan of Merger of even date herewith (the "Merger Agreement") with a wholly
owned subsidiary of STERIS ("Merger Sub") and Isomedix Inc., a Delaware
corporation ("Isomedix"), pursuant to which it is anticipated Isomedix will
become a wholly owned subsidiary of STERIS following a tender offer and related
merger (the "Merger"). ▇▇▇▇▇▇▇▇▇ has served Isomedix for many years and, in the
course of that service, has developed special knowledge and experience about
Isomedix and the conduct of its business (the "Contract Sterilization
Business"). STERIS desires to engage ▇▇▇▇▇▇▇▇▇ initially as a full time employee
and thereafter as a consultant and ▇▇▇▇▇▇▇▇▇ desires to enter into the service
of STERIS, all on the terms and subject to the conditions set forth in this
Agreement. (References in this Agreement to STERIS shall be deemed to include
references to any affiliate of STERIS through which STERIS may engage in the
Contract Sterilization Business or any related business.)
Subject to the consummation of the Merger and in consideration of
the mutual covenants and agreements set forth herein STERIS and ▇▇▇▇▇▇▇▇▇ hereby
agree as follows:
1. Employment, Employment Period. During the period specified in this
Section 1, STERIS shall employ ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ shall serve STERIS, with
the duties and responsibilities set forth in Section 2 and otherwise on the
terms and subject to the conditions set forth herein. The term of ▇▇▇▇▇▇▇▇▇'▇
employment hereunder shall commence at the Effective Time, and, subject to prior
termination as provided in Section 8 or Section 9 hereof, shall continue through
December 31, 1999. The term of ▇▇▇▇▇▇▇▇▇'▇ employment under this Agreement is
sometimes hereinafter referred to as the "Employment Period."
2. Duties and Responsibilities during the Employment Period. During the
Employment Period:
(a) ▇▇▇▇▇▇▇▇▇ shall have overall direct executive responsibility
for the Contract Sterilization Business and shall have such additional
responsibilities consistent with his position and title as an internal
scientific and technical expert and adviser at STERIS and as an external
representative of STERIS on various business development, technology
promotion, government affairs, professional relations, and similar
important initiatives as may be assigned to him by the Chief Executive
Officer of STERIS (the "CEO"). ▇▇▇▇▇▇▇▇▇ shall have the title of "Chairman
and Chief Executive Officer" of Isomedix, a wholly owned subsidiary of
STERIS.
(b) ▇▇▇▇▇▇▇▇▇ shall be responsible for the training and development
of an individual designated by the CEO to assume the day-to-day
operational responsibilities of managing the Contract Sterilization
Business. This individual shall report directly to ▇▇▇▇▇▇▇▇▇.
(c) ▇▇▇▇▇▇▇▇▇ shall be a member of STERIS's Executive Committee.
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(d) ▇▇▇▇▇▇▇▇▇ shall devote his entire business time, energy, and
talent to the business of and to the furtherance of the purposes and
objectives of STERIS consistent with his prior practice as Chairman,
President, and Chief Executive Officer of Isomedix before the Effective
Time. During the Employment Period, ▇▇▇▇▇▇▇▇▇'▇ office and primary place
of employment shall be located at the Whippany, New Jersey office of
Isomedix or at a comparable substitute facility in Whippany as the parties
may mutually agree, consistent with prior practice.
3. Compensation during the Employment Period . During the Employment
Period, STERIS shall pay to ▇▇▇▇▇▇▇▇▇ base salary as provided in (a) below and
▇▇▇▇▇▇▇▇▇ shall be entitled to incentive compensation and to participation in
the STERIS Management Incentive Compensation Plan (the "MICP") as provided in
(b) below. In addition, as of the Effective Time, STERIS shall grant to
▇▇▇▇▇▇▇▇▇ stock options as provided in (c) below.
(a) Base Salary. STERIS shall pay ▇▇▇▇▇▇▇▇▇ base salary (the "Base
Salary") during the Employment Period at the rate of $260,000 per annum
payable in accordance with STERIS's standard payroll practices. In
addition, ▇▇▇▇▇▇▇▇▇ shall be entitled to such increases in Base Salary
during the term hereof, if any, as may be determined by the Board of
Directors of STERIS in its sole discretion.
(b) Incentive Compensation, MICP.
(i) Assuming the Employment Period continues through
December 31, 1997, ▇▇▇▇▇▇▇▇▇ shall be entitled to a guaranteed
bonus for all of calendar year 1997 (whether paid pursuant to this
Agreement or otherwise) equal to $175,000.
(ii) Assuming the Employment Period continues through March
31, 1998 (the end of STERIS's 1998 fiscal year), ▇▇▇▇▇▇▇▇▇ shall be
entitled to a guaranteed bonus for the calendar quarter ending on
March 31, 1998, equal to $43,750.
(iii) During the remainder of the Employment Period (after
March 31, 1998), ▇▇▇▇▇▇▇▇▇ shall be entitled to participate in the
STERIS MICP as from time to time in effect with a target bonus
opportunity equal to 75% of his Base Salary. The extent, if any, to
which ▇▇▇▇▇▇▇▇▇ earns the target bonus shall be based 75% upon the
performance of the Contract Sterilization Business and 25% upon
STERIS's overall corporate performance, in each case for the MICP
quarter and year at issue.
(iv) Bonuses earned as provided in (i) and (ii) above shall
be paid to ▇▇▇▇▇▇▇▇▇ within 30 days of the end of the calendar year
1997 and the March 31, 1998 calendar quarter, respectively.
(c) Stock Options. Effective as of the Effective Time, STERIS shall
grant to ▇▇▇▇▇▇▇▇▇ options to acquire 100,000 STERIS Common Shares
("Shares") at an exercise price per Share equal to the fair market value
of one Share as of the Effective Time (the "Options"). The Options shall
be granted pursuant to a written agreement (the "Option Agreement"), shall
have a term of ten years, shall be immediately exercisable as to 25,000
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Shares, and shall become exercisable as to an additional 25,000 Shares on
each of the first three anniversaries of the Effective Time, assuming
▇▇▇▇▇▇▇▇▇ remains in the service of Isomedix through each such date,
respectively. For purposes of ▇▇▇▇▇▇▇▇▇'▇ rights under the Options,
continuing service by ▇▇▇▇▇▇▇▇▇ for STERIS, whether as a full time
employee or as a consultant, shall be treated as continuation in the
employ of STERIS. In case of a termination by STERIS "Without Cause" or by
▇▇▇▇▇▇▇▇▇ for "Good Reason," the Options (i) shall become fully
exercisable immediately upon termination and (ii) shall remain exercisable
for the balance of the ten year term. Subject to the foregoing, the
Options shall have such other terms and be subject to such other
conditions as are consistent with the terms of other nonqualified stock
options heretofore granted by STERIS to its senior executive officers.
4. Consulting, Consulting Period. Provided that ▇▇▇▇▇▇▇▇▇ has remained in
the employ of STERIS pursuant to Section 1 through the first to occur of (a)
December 31, 1999, or (b) the Section 8 Employment Period Termination Date, if
any (as defined in Section 8), during the period specified in this Section 4,
STERIS shall engage the services of ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ shall serve STERIS,
in a consulting capacity as provided in Section 5 and otherwise on the terms and
subject to the conditions set forth herein. The term of ▇▇▇▇▇▇▇▇▇'▇ consulting
hereunder shall commence immediately upon expiration of the Employment Period
and, subject to prior termination as provided in Section 9 hereof, shall
continue through the first to occur of (x) December 31, 2004, or (y) the sixth
anniversary of the Section 8 Employment Period Termination Date, if any. The
term of ▇▇▇▇▇▇▇▇▇'▇ consulting under this Agreement is sometimes hereinafter
referred to as the "Consulting Period." The period of time beginning at the
commencement of the Employment Period and ending on the last day that is
included in either the Employment Period or the Consulting Period is sometimes
hereinafter referred to as the "Contract Period."
5. Duties and Responsibilities during the Consulting Period. During the
Consulting Period ▇▇▇▇▇▇▇▇▇ shall perform, faithfully and diligently, services
of an executive, administrative, and consultative nature relating to the
Contract Sterilization Business and related businesses, appropriate to a former
Chief Executive Officer of Isomedix, pertaining to top-level business and
financial affairs of the Contract Sterilization Business and related businesses
as may reasonably requested by the CEO from time to time. ▇▇▇▇▇▇▇▇▇ shall report
directly to the CEO. During the Consulting Period, ▇▇▇▇▇▇▇▇▇ may perform his
duties and responsibilities hereunder from his home or such other locations as
he shall deem sufficient and appropriate, subject to reasonable requirements for
travel for attendance at meetings. ▇▇▇▇▇▇▇▇▇ shall devote his best energy,
ability, and time to his duties under this Section 5 as may be reasonably
requested by the CEO but nothing in this Agreement shall be construed as
requiring ▇▇▇▇▇▇▇▇▇ to spend more than an aggregate of 15 business days per
calendar quarter in discharging his duties hereunder during the Consulting
Period. ▇▇▇▇▇▇▇▇▇ shall be furnished, at no cost to him, during the Consulting
Period, with office space either at Isomedix's Whippany offices or at a mutually
agreeable alternate location in Whippany or elsewhere. If ▇▇▇▇▇▇▇▇▇ desires to
substitute such office space with an office at his residence during the
Consulting Period, Isomedix shall reimburse ▇▇▇▇▇▇▇▇▇ for expenses incurred in
connection with such office at his residence.
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6. Compensation during the Consulting Period . During the Consulting
Period, as full consideration for the services to be rendered by ▇▇▇▇▇▇▇▇▇
during that period, STERIS shall pay compensation to ▇▇▇▇▇▇▇▇▇ at the rate of
$250,000 per annum payable in accordance with STERIS's standard payroll
practices. ▇▇▇▇▇▇▇▇▇ will not be a participant in the MICP during the Consulting
Period.
7. Employee Benefits. During the Contract Period, ▇▇▇▇▇▇▇▇▇ shall be
entitled to employee benefits, including health care, vacation, 401(k) benefits,
and reimbursement of expenses that are the same as the employee benefits
received by other senior executives of STERIS from time to time, subject to the
provisions of such plans and programs as in effect from time to time. In
connection with determining the eligibility of ▇▇▇▇▇▇▇▇▇ for any particular
employee benefits, ▇▇▇▇▇▇▇▇▇ shall receive credit for all past service performed
by ▇▇▇▇▇▇▇▇▇ at Isomedix.
8. Potential Early Termination of Employment Period. Although the parties
contemplate that ▇▇▇▇▇▇▇▇▇ will be retained and will serve as a full time
employee of STERIS through December 31, 1999 (the initially scheduled end of the
Employment Period), they also intend that if either party determines that the
mutual benefits anticipated at the execution of this Agreement are not being
realized, the party making that determination may give the other notice as
provided in this Section 8 (a "Section 8 Notice") and, unless the Employment
Period is earlier terminated pursuant to any provision of Section 9, the
Employment Period will thereafter terminate on the date (the "Section 8
Employment Period Termination Date") specified by the party giving such notice
and the Consulting Period will begin immediately after that termination.
▇▇▇▇▇▇▇▇▇ may give a Section 8 Notice upon (i) six months advance notice from
▇▇▇▇▇▇▇▇▇ to the CEO if the notice is given before the first anniversary of the
Effective Time, or (ii) 90 days advance notice from ▇▇▇▇▇▇▇▇▇ to the CEO if the
notice is given on or after the first anniversary of the Effective Time. STERIS
may give a Section 8 Notice upon (i) six months advance notice to ▇▇▇▇▇▇▇▇▇ if
the notice is given before the first anniversary of the Effective Time, or (ii)
90 days advance notice to ▇▇▇▇▇▇▇▇▇ if the notice is given on or after the first
anniversary of the Effective Time.
9. Termination. As used in this Agreement, the term "engagement" means and
includes both employment and engagement as a consultant and a "termination of
▇▇▇▇▇▇▇▇▇'▇ engagement" means a termination of either such status with the
result that immediately after the termination, ▇▇▇▇▇▇▇▇▇ is neither employed by
STERIS nor engaged by it as a consultant.
(a) At Expiration of Term. If not earlier terminated pursuant to
another paragraph of this Section 9, ▇▇▇▇▇▇▇▇▇'▇ employment under this
Agreement shall terminate at the close of business on December 31, 1999,
or, if earlier, on the Section 8 Employment Period Termination Date, if
any. If not earlier terminated pursuant to another paragraph of this
Section 9, ▇▇▇▇▇▇▇▇▇'▇ consulting arrangement under this Agreement shall
terminate at the close of business on the earlier of (i) December 31,
2004, or (ii) the date on which falls the sixth anniversary of the Section
8 Employment Period Termination Date, if any.
(b) Death or Disability. ▇▇▇▇▇▇▇▇▇'▇ engagement under this Agreement
will terminate immediately upon ▇▇▇▇▇▇▇▇▇'▇ death. Either STERIS or
▇▇▇▇▇▇▇▇▇ may terminate ▇▇▇▇▇▇▇▇▇'▇ engagement hereunder immediately upon
giving notice of termination if
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▇▇▇▇▇▇▇▇▇ is disabled, by reason of physical or mental impairment, to such
an extent that he is unable to substantially perform his duties under this
Agreement as determined (i) in the case of a termination by STERIS, in
STERIS's reasonable discretion, or (ii) in the case of a termination by
▇▇▇▇▇▇▇▇▇, in the written opinion of a licensed physician selected by
▇▇▇▇▇▇▇▇▇ and reasonably acceptable to STERIS.
(c) For "Cause." STERIS may terminate ▇▇▇▇▇▇▇▇▇'▇ engagement under
this Agreement for "Cause" if:
(i) ▇▇▇▇▇▇▇▇▇ is guilty of willful, gross neglect or
willful, gross misconduct in the discharge of his duties and
responsibilities under this Agreement, whether as an employee or as
a consultant;
(ii) ▇▇▇▇▇▇▇▇▇ commits a felony or any crime involving moral
turpitude;
(iii) ▇▇▇▇▇▇▇▇▇ willfully engages in acts in violation of
Sections 11, 12, or 13 hereof that are substantial and adverse to
the best interests of STERIS or an affiliated entity; or
(iv) ▇▇▇▇▇▇▇▇▇ willfully commits an act or series of acts
of dishonesty in the course of his engagement that are substantial
and adverse to the best interests of STERIS or an affiliated
entity.
Any termination of ▇▇▇▇▇▇▇▇▇'▇ engagement for Cause shall be effective
immediately upon STERIS giving notice of termination of engagement to
▇▇▇▇▇▇▇▇▇. However, if any failure on ▇▇▇▇▇▇▇▇▇'▇ part referred to in
clause (i) of this Section 9(c) is curable, STERIS shall not give
▇▇▇▇▇▇▇▇▇ notice of termination for Cause based upon that failure unless
the CEO has first given ▇▇▇▇▇▇▇▇▇ written notice of that failure (the date
of such notice being the "Notice Date") and ▇▇▇▇▇▇▇▇▇ has failed to effect
a cure within 30 days of the Notice Date.
(d) Without Cause. STERIS may terminate ▇▇▇▇▇▇▇▇▇'▇ engagement
under this Agreement at any time without Cause.
(e) By ▇▇▇▇▇▇▇▇▇ for Good Reason. ▇▇▇▇▇▇▇▇▇ may terminate his
engagement hereunder for "Good Reason" at any time if, during the
Employment Period, STERIS demotes ▇▇▇▇▇▇▇▇▇ from the positions described
in Section 2 or if STERIS alters the nature and character of ▇▇▇▇▇▇▇▇▇'▇
duties hereunder without his consent to his detriment and to such an
extent so as to substantially decrease his duties and responsibilities
below those described in Section 2 and fails to cure such alteration and
decrease within 30 days of the date on which ▇▇▇▇▇▇▇▇▇ has first given the
CEO written notice of that alteration and decrease.
(f) By ▇▇▇▇▇▇▇▇▇ Voluntarily. ▇▇▇▇▇▇▇▇▇ may terminate his
engagement hereunder at any time without Good Reason upon (i) six months
advance notice from ▇▇▇▇▇▇▇▇▇ to the CEO if the notice is given before
the first anniversary of the Effective Time, or (ii) 90 days
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advance notice from ▇▇▇▇▇▇▇▇▇ to the CEO if the notice is given on or
after the first anniversary of the Effective Time.
10. Payments Upon Termination.
(a) For Cause. If STERIS terminates ▇▇▇▇▇▇▇▇▇'▇ engagement for
Cause, STERIS shall pay to ▇▇▇▇▇▇▇▇▇ any Base Salary and/or any consulting
compensation earned by ▇▇▇▇▇▇▇▇▇ through the date of termination of his
engagement (the "Termination Date"), and any incentive compensation earned
before the Termination Date under this Agreement or under the MICP, as
applicable, not previously paid and STERIS shall have no further
obligation to pay any Base Salary, incentive compensation, or consulting
compensation to ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇'▇ rights and benefits with respect to
the Options shall be as set forth in the Option Agreement and his rights
and benefits under any benefit plans and programs of STERIS shall be as
provided in the particular plan or program. After the satisfaction of any
claim of STERIS against ▇▇▇▇▇▇▇▇▇ for the Cause leading to his
termination, neither ▇▇▇▇▇▇▇▇▇ nor STERIS shall have any further rights or
obligations under this Agreement except as provided in Sections 11, 12,
13, and 15.
(b) Without Cause. If STERIS terminates ▇▇▇▇▇▇▇▇▇'▇ engagement
without "Cause," STERIS shall pay to ▇▇▇▇▇▇▇▇▇, in a single lump sum
payment to be made within 30 days of the Termination Date, the "Buyout
Amount" (as defined below) and shall continue to provide group life and
health insurance coverage to ▇▇▇▇▇▇▇▇▇ (to the same extent as if he had
continued in STERIS's engagement) (the "Buyout Benefits") though the end
of the "Buyout Benefit Period" (as defined below). ▇▇▇▇▇▇▇▇▇ will have no
obligation to mitigate either or both of the Buyout Amount or the Buyout
Benefits by seeking subsequent employment or otherwise and no subsequent
earnings by ▇▇▇▇▇▇▇▇▇ shall be used to offset either or both of the Buyout
Amount or the Buyout Benefits. ▇▇▇▇▇▇▇▇▇'▇ rights and benefits with
respect to the Options shall be as set forth in the Option Agreement and
his rights and benefits under any other benefit plans and programs of
STERIS shall be as provided in the particular plan or program. Neither
▇▇▇▇▇▇▇▇▇ nor STERIS shall have any further rights or obligations under
this Agreement except as provided in Sections 11, 12, 13, and 15.
(i) If the termination of ▇▇▇▇▇▇▇▇▇'▇ engagement without
Cause occurs before the beginning of the Consulting Period, the
Buyout Amount will be equal to the aggregate amount of consulting
compensation that would have been payable to ▇▇▇▇▇▇▇▇▇ pursuant to
Section 6 during the Consulting Period if the Consulting Period had
begun immediately after the Termination Date and had continued
through to the earlier of (A) December 31, 2004, or (B) the sixth
anniversary of the Termination Date, except that if the termination
of ▇▇▇▇▇▇▇▇▇'▇ engagement without Cause occurs not only before the
beginning of the Consulting Period but also before January 1, 1999,
the Buyout Amount shall be the amount specified above in this (i)
plus the aggregate amount of any Base Salary that would have been
earned by ▇▇▇▇▇▇▇▇▇ under this Agreement if his employment had
continued through December 31, 1998 and has not otherwise been paid
to ▇▇▇▇▇▇▇▇▇ by STERIS.
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(ii) If the termination of ▇▇▇▇▇▇▇▇▇'▇ engagement without
Cause occurs after the beginning of the Consulting Period, the
Buyout Amount will be equal to the aggregate amount of consulting
compensation that has not been paid but would have been payable to
▇▇▇▇▇▇▇▇▇ pursuant to Section 6 during the remainder of the
Consulting Period if the Consulting Period had continued through to
the earlier of (A) December 31, 2004, or (B) the sixth anniversary
of the beginning of the Consulting Period.
(iii) The "Buyout Benefit Period" will be that period
beginning on the Termination Date and ending on the earlier of (A)
December 31, 2004, or (B) the third anniversary of the Termination
Date.
(c) Death. If ▇▇▇▇▇▇▇▇▇'▇ engagement is terminated by his death,
STERIS shall pay the Buyout Amount to ▇▇▇▇▇▇▇▇▇'▇ beneficiaries (as
defined in Section 12) in equal monthly installments over the period
commencing on the Termination Date and ending on the first to occur of (i)
December 31, 2004, or (b) the third anniversary of the Termination Date.
The rights and benefits of ▇▇▇▇▇▇▇▇▇'▇ estate and beneficiaries with
respect to the Options shall be as set forth in the Option Agreement and
with respect to any rights and benefits under any benefit plans and
programs of STERIS shall be as provided in the particular plan or program.
Neither ▇▇▇▇▇▇▇▇▇'▇ estate or beneficiaries nor STERIS will have any
further rights or obligations under this Agreement.
(d) Disability. If STERIS or ▇▇▇▇▇▇▇▇▇ terminates ▇▇▇▇▇▇▇▇▇'▇
engagement on the grounds of disability, the termination shall be treated,
for purposes of determining the continuing rights and obligations of
▇▇▇▇▇▇▇▇▇ and STERIS, as a termination by STERIS without Cause and the
provisions of Section 10(b) shall apply.
(e) Good Reason. If ▇▇▇▇▇▇▇▇▇ terminates his engagement for Good
Reason, the termination shall be treated, for purposes of determining the
continuing rights and obligations of ▇▇▇▇▇▇▇▇▇ and STERIS, as a
termination by STERIS without Cause and the provisions of Section 10(b)
shall apply.
(f) Voluntary Termination. If ▇▇▇▇▇▇▇▇▇ voluntarily terminates his
engagement other than for Good Reason, STERIS shall pay to ▇▇▇▇▇▇▇▇▇ any
Base Salary earned by ▇▇▇▇▇▇▇▇▇ through the Termination Date and any
incentive compensation earned before the Termination Date under this
Agreement or under the MICP, as applicable, not previously paid and STERIS
shall have no further obligation to pay any Base Salary or incentive
compensation to ▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇'▇ rights and benefits with respect to
the Options shall be as set forth in the Option Agreement and his rights
and benefits under any benefit plans and programs of STERIS shall be as
provided in the particular plan or program. Neither ▇▇▇▇▇▇▇▇▇ nor STERIS
shall have any further rights or obligations under this Agreement except
as provided in Sections 11, 12, 13, and 15.
11. Confidentiality, Noncompetition, Nonsolicitation. ▇▇▇▇▇▇▇▇▇
acknowledges that the business in which STERIS is engaged is intensely
competitive and that his employment with
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Isomedix and with STERIS and his anticipated consulting arrangement with STERIS
has required and will require that he have access to and knowledge of customer
and supplier information and other confidential and proprietary information
pertaining to Isomedix and STERIS and its business, suppliers, customers,
technologies, processes, systems, and related matters that is of vital
importance to the success of STERIS's business; that the direct or indirect
disclosure of any such confidential information to existing or potential
competitors of STERIS would place STERIS at a competitive disadvantage and would
do material damage, financial and otherwise, to STERIS's business; that by
virtue of ▇▇▇▇▇▇▇▇▇'▇ experience and expertise, some of his services to Isomedix
and STERIS have been and will continue to be special and unique; and that STERIS
and ▇▇▇▇▇▇▇▇▇ are entering into this Agreement with the intention of preserving
the goodwill of the business of Isomedix and of thereby inducing STERIS to enter
into and consummate the Merger Agreement which will benefit ▇▇▇▇▇▇▇▇▇ both as an
employee and consultant and as a shareholder of Isomedix.
(a) ▇▇▇▇▇▇▇▇▇ shall not, during the term of his engagement
hereunder or at any time thereafter, except in connection with the
performance of services hereunder or in furtherance of the business of
STERIS, communicate, divulge, or disclose to any other person not a
director, officer, employee, or affiliate of, or not engaged to render
services to or for, STERIS or use for his own benefit or purposes any
confidential information of or relating to Isomedix or STERIS that he has
obtained from Isomedix or STERIS (whether obtained by ▇▇▇▇▇▇▇▇▇ before,
during, or after the term of his engagement under this Agreement and
including any such information developed by ▇▇▇▇▇▇▇▇▇ while engaged by
Isomedix and/or STERIS); except that this provision shall not preclude
▇▇▇▇▇▇▇▇▇ from (i) communication or use of information made known
generally to the public by Isomedix before the Effective Time or STERIS,
or (ii) from making any disclosure required by applicable law, rules,
regulations, or court or governmental or regulatory authority order or
decree provided that, if practicable, ▇▇▇▇▇▇▇▇▇ shall not make any such
disclosure without first giving STERIS notice of intention to make that
disclosure and an opportunity to interpose an objection to the disclosure.
Upon termination of his engagement hereunder, ▇▇▇▇▇▇▇▇▇ shall return to
STERIS all such confidential information (and all other property belonging
to STERIS) then in his possession, including, without limitation, any
notes or records relating to any such confidential information in whatever
media.
(b) During his engagement with STERIS, whether under this Agreement
or otherwise, ▇▇▇▇▇▇▇▇▇ shall not, directly or indirectly, own, manage,
operate, control, invest in (other than as owner of not more than 2% of
the voting securities of a public corporation), be employed by,
participate in, or be connected in any manner with the operation,
ownership, management, or control of any enterprise engaged in contract
sterilization or any other business engaged in by STERIS.
(c) After termination of his engagement with STERIS (whether that
termination occurs before or after the sixth anniversary of the Effective
Time, and whether or not immediately before the termination ▇▇▇▇▇▇▇▇▇ was
employed by STERIS under this Agreement, as an employee at will, or
otherwise), ▇▇▇▇▇▇▇▇▇ shall not at any time on or before the fifth
anniversary of such termination directly or indirectly, own, manage,
operate,
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control, invest in (other than as owner of not more than 2% of the voting
securities of a public corporation), be employed by, participate in, or be
connected in any manner with the operation, ownership, management, or
control of any enterprise engaged in any business that is competitive with
the contract sterilization business as conducted before the Effective Time
by Isomedix or after the Effective Time by STERIS (whether directly or
through Isomedix).
(d) During the period commencing on the Effective Time and
extending through the date on which ▇▇▇▇▇▇▇▇▇ is not subject to any
restriction under either of paragraphs (b) or (c) of this Section 11,
▇▇▇▇▇▇▇▇▇ shall not, except in connection with his duties hereunder or
otherwise for the sole account and benefit of STERIS, directly or
indirectly, induce or solicit any employee of STERIS to leave its employ.
12. Intellectual Property. Any and all inventions made, developed, or
created by ▇▇▇▇▇▇▇▇▇ (whether at the request or suggestion of Isomedix or STERIS
or otherwise, whether alone or in conjunction with others, and whether during
regular hours of work or otherwise) (a) during the period of ▇▇▇▇▇▇▇▇▇'▇
engagement with Isomedix before the Effective Time or with STERIS after the
Effective Time, or (b) within a period of one year after the Termination Date,
that may be directly or indirectly useful in, or relate to, the business of or
tests being carried out by STERIS, shall be STERIS's exclusive property as
against ▇▇▇▇▇▇▇▇▇. At such time or times as the CEO may reasonably direct,
▇▇▇▇▇▇▇▇▇ shall promptly deliver to an appropriate representative of STERIS as
designated by the CEO all papers, drawings, models, data, and other material
relating to any invention made, developed, or created by him as aforesaid.
▇▇▇▇▇▇▇▇▇ shall, at the request of STERIS and without any payment therefor,
execute any documents necessary or advisable in the opinion of STERIS's counsel
to direct issuance of patents or copyrights to STERIS with respect to such
inventions as are to be STERIS's exclusive property as against ▇▇▇▇▇▇▇▇▇ or to
vest in STERIS title to such inventions as against ▇▇▇▇▇▇▇▇▇. The expense of
securing any such patent or copyright shall be borne by STERIS. With respect to
any invention made, developed or created in whole or in part after the date of
this Agreement, such inventions shall be promptly and fully disclosed by
▇▇▇▇▇▇▇▇▇ to the CEO.
13. Relationship With Others. The parties agree that the profitability and
goodwill of STERIS depends on continued amicable relations with its suppliers
and customers and ▇▇▇▇▇▇▇▇▇ agrees that he will not at any time in breach of his
duty of loyalty to STERIS, directly or indirectly, cause, request, or advise any
suppliers or customers of STERIS to curtail or cancel their business with
STERIS.
14. Common Law of Torts or Trade Secrets. The parties agree that nothing
in this Employment Agreement shall be construed to limit or negate the common
law of torts or trade secrets where it provides STERIS with broader protection
than that provided herein.
15. Remedies. In addition to other remedies provided by law or equity,
upon a breach by ▇▇▇▇▇▇▇▇▇ of any of the covenants contained in Sections 11, 12
or 13 herein, STERIS shall be entitled to have a court of competent jurisdiction
enter an injunction against ▇▇▇▇▇▇▇▇▇ prohibiting any further breach of the
covenants contained herein.
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16. Assignment and Binding Effect. The obligations of the parties
hereunder may not be assigned or transferred, except upon the written consent of
the other party hereto except that (a) STERIS may assign the benefit of this
Agreement to one of its affiliates provided that STERIS remains primarily
obligated to pay and provide to ▇▇▇▇▇▇▇▇▇ the payments and benefits provided for
herein and provided that such assignment does not result in a breach by STERIS
of Section 2 hereof, and (b) nothing herein shall preclude one or more
beneficiaries of ▇▇▇▇▇▇▇▇▇ from receiving any amount that may be payable
following the occurrence of his legal incompetency or his death or preclude the
legal representative of his estate from receiving such amount or from assigning
any right hereunder to the person or persons entitled thereto under his will or,
in the case of intestacy, to the person or persons entitled thereto under the
laws of intestacy applicable to his estate. The term "beneficiaries", as used in
this Agreement, shall mean a beneficiary or beneficiaries so designated to
receive any such amount or, if no beneficiary has been so designated,
▇▇▇▇▇▇▇▇▇'▇ legal representative (in the event of his incompetency) or his
estate. This Agreement shall be binding upon and inure to the benefit of
▇▇▇▇▇▇▇▇▇ and STERIS.
17. Entire Agreement. This Agreement, when effective, will supersede both
the Employment Agreement dated as of May 16, 1995 and the Supplement to
Employment Agreement dated as of February 14, 1997, both between ▇▇▇▇▇▇▇▇▇ and
Isomedix (the "Prior Agreements"), and embodies the entire agreement and
understanding between the parties hereto and, in addition, will supersede all
prior understandings, whether written or oral, with respect to the engagement of
▇▇▇▇▇▇▇▇▇ by STERIS. From and after the Effective Time, neither the Prior
Agreements nor any other agreement between ▇▇▇▇▇▇▇▇▇ and Isomedix with respect
to his engagement will be of any further force or effect. The Indemnification
Agreement between ▇▇▇▇▇▇▇▇▇ and Isomedix, dated as of February 18, 1994, shall
remain in full force and effect with respect to actions and failures to act by
▇▇▇▇▇▇▇▇▇ occurring before the Effective Time.
18. Notices. Any notice, request, or instruction to be given hereunder by
any party to the other parties will be deemed to have been given (i) when it is
delivered, (ii) the day after it is sent by overnight courier, or (iii) when it
is sent by facsimile, with confirmation of receipt, addressed, as follows:
If to STERIS:
STERIS Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
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with a copy to:
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇▇▇:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
or to such other addresses as may be designated by written notice to the other
parties.
19. Severability. Any provision of this Agreement that is prohibited or
unenforceable shall be ineffective to the extent, but only to the extent, of
such prohibition or unenforceability without invalidating the remaining portions
hereof and such remaining portions of this Agreement shall continue to be in
full force and effect. Without limiting the generality of the immediately
preceding sentence, it is the specific intent of the parties that all provisions
of Section 11 hereof be enforced to the maximum extent permitted by applicable
law and that, if and to the extent any provision of Section 11 is not
enforceable, that provision shall be reformed so as to be enforced to the
maximum extent permitted.
20. Governing Law. The provisions of this Agreement shall be governed
by and construed in accordance with the laws of the State of Ohio applicable to
contracts made in and to be performed exclusively within that State.
21. Withholding. Anything to the contrary notwithstanding, all payments
required to be made by STERIS hereunder to ▇▇▇▇▇▇▇▇▇ or his beneficiaries,
including his estate, shall be subject to withholding of such amounts relating
to taxes as STERIS may reasonably determine it should withhold pursuant to any
applicable law or regulation. In lieu of withholding such amounts, in whole or
in part, STERIS, may, in its sole discretion accept other provision for payment
of taxes as permitted by law, provided it is satisfied in its sole discretion
that all requirements of law affecting its responsibilities to withhold such
taxes have been satisfied.
22. Key Man Insurance. If STERIS determines to apply for a policy of life
insurance on ▇▇▇▇▇▇▇▇▇'▇ life, the proceeds of which would be payable to STERIS
as key man insurance, ▇▇▇▇▇▇▇▇▇ shall cooperate with STERIS as reasonably
necessary in connection with the application for that policy.
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23. Attorneys' Fees. If a court of competent jurisdiction renders a
judgment with respect to any dispute arising under this Agreement, the court
may, in addition to any other remedies it might otherwise order, order that the
attorneys' fees of the prevailing party be paid by the other party if and to the
extent the positions taken by the other party in the dispute are unreasonable.
24. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
STERIS CORPORATION ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman, President,
and Chief Executive Officer
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