Exhibit 10.6
June 14, 2006
▇▇▇ ▇▇▇▇▇▇▇
[at the address in the Schedule]
Re: EMPLOYMENT AGREEMENT
Dear ▇▇▇ ▇▇▇▇▇▇▇:
This is your EMPLOYMENT AGREEMENT (this "AGREEMENT") with Philips
Electronics North America Corporation, a Delaware corporation (the "COMPANY").
It sets forth the terms of your employment with the Company.
1. Employment.
Some of the terms of your employment are in the attached schedule
(your "SCHEDULE"), which is part of this Agreement.
This Agreement is being entered into in connection with and as a
condition to the Agreement and Plan of Merger by and among INTERMAGNETICS
GENERAL CORPORATION, ("IGC"), Philips Holding USA, Inc., and Jumbo Acquisition
Corp., dated [14], 2006 (the "MERGER AGREEMENT"). The Agreement shall become
effective, and your employment under this Agreement will (a) begin on the date
the merger provided for in the Merger Agreement becomes effective (the "START
DATE") and (b) end at the close of business on the earlier of (1) the end of the
Compensation Period stated in the Schedule or (2) the effective date of early
termination of your employment. Once effective, this Agreement supersedes and
terminates any earlier agreements, written or oral, with respect to the subject
matter of this Agreement, including the IGC Enhanced Benefit Plan, as amended
June 13, 2006 (the "ENHANCED BENEFIT AGREEMENT") and any other agreements you
had with IGC relating to the subject matter herein. Notwithstanding the
foregoing, the parties agree that the Restricted Stock Unit and Stock Option
Award agreements as set forth in your Schedule shall not be superseded by this
Agreement until the eighth business day after the Start Date.
However, if the Merger Agreement or your employment with IGC
terminates for any reason before the merger occurs, all of the provisions of
this Agreement will terminate and there will be no liability of any kind under
this Agreement. You agree to remain employed by IGC until the
consummation of the merger contemplated in the Merger Agreement. References in
this Agreement to "YOUR EMPLOYMENT" are to your employment under this Agreement.
You will be employed in the position stated in your Schedule to this
Agreement. The Company may change your position from time to time (including by
transferring you to an affiliate of the Company), EXCEPT to the extent provided
in your Schedule or otherwise in this Agreement. You will have the authority,
responsibilities and reporting relationships that correspond to and are
commensurate with your position, including any particular authority,
responsibilities and reporting relationships that the Company's Board of
Directors (the "BOARD") or any officer of the Company to whom you report may
reasonably assign to you from time to time.
You agree to execute and comply with the COMPANY'S "WORKING TOGETHER"
BOOK and the EMPLOYEE ETHICS AND INTELLECTUAL PROPERTY AGREEMENT which are
attached hereto.
2. Your Compensation and Benefits.
1. SALARY. During your employment, you will receive an annual base salary.
Your Salary is stated in your Schedule. Your Salary will be paid in accordance
with the Company's normal payroll practices.
2. CASH PERFORMANCE BONUS. You will be eligible to receive a special cash
performance bonus (your "CASH PERFORMANCE BONUS") as described in the Schedule.
You will receive your Cash Performance Bonus on or shortly following the end of
the Compensation Period only if you are an employee of the Company on the last
day of your Compensation Period. Additionally, you shall receive a prorated
portion of your maximum Cash Performance Bonus if you are involuntarily
terminated by the Company without "Cause" (as defined in the Schedule) or you
cease to be an employee of the Company prior to the applicable payment date as a
result of death or physical or mental disability. You shall not receive any
portion of your Cash Performance Bonus if you cease to be an employee of the
Company prior to the applicable payment date if the Company terminates your
employment for Cause.
3. CASH RETENTION BONUS. You will be eligible to receive a special cash
retention bonus (your "CASH RETENTION BONUS") equal to the amount set forth in
the Schedule. You will receive your Cash Retention Bonus on or shortly following
the end of the Compensation Period only if you are an employee of the Company on
the last day of your Compensation Period. Additionally, you shall receive your
Cash Retention Bonus if you are involuntarily terminated by the Company without
"Cause" (as defined in the Schedule) or you cease to be an employee of the
Company prior to the applicable payment date as a result of death or physical or
mental disability. You shall not receive any portion of your Cash Retention
Bonus if you cease to be an employee of the Company prior to the applicable
payment date if the Company terminates your employment for Cause.
4. OTHER BENEFITS. During your employment, you will be entitled to
participate in such employee benefit plans and insurance programs offered by the
Company to similarly situated employees in accordance with the
2
eligibility requirements for participation in those programs. Additionally, you
shall be entitled to the "Other Benefits" listed in the Schedule.
3. Severance Benefits.
If your employment is terminated by the Company without Cause before
the end of the Compensation Period stated in the Schedule, then, subject to your
execution and delivery of the Company's then standard severance agreement
applicable to similarly situated executives which will contain reasonable and
customary provisions, including, without limitation, general releases, and
non-competition, non-solicitation, non-disparagement, confidentiality and
conflict of interest provisions substantially similar to those set forth in the
WORKING TOGETHER BOOK and EMPLOYEE ETHICS AND INTELLECTUAL PROPERTY AGREEMENT
attached hereto (modified to reflect the terms of the Agreement), the Company
will provide you with the Severance Benefits described in the Schedule.
The severance payments described in this paragraph 3 shall not be made
if the Company terminates your employment for Cause or you cease to be an
employee of the Company as a result of your voluntary resignation for any
reason, death or physical or mental disability. For purposes of this Agreement,
you shall be deemed disabled, if by reason of a physical or mental illness or
medical condition, you have been unable to render service the services required
of you under this Agreement for a period of 180 days in any 12-month period.
4. Proprietary Information
1. DEFINITION. "PROPRIETARY INFORMATION" means confidential or proprietary
information, knowledge or data concerning (i) the Company or its affiliates
businesses, strategies, operations, financial affairs, organizational matters,
personnel matters, budgets, business plans, marketing plans, studies, policies,
procedures, products, ideas, processes, software systems, trade secrets and
technical know-how, (ii) any other matter relating to the Company or its
affiliates and (iii) any matter relating to clients of the Company or its
affiliates or other third parties having relationships with the Company or its
affiliates. Proprietary Information includes (i) information regarding any
aspect of your tenure as an employee of the Company or the termination of your
employment, (ii) the names, addresses, and phone numbers and other information
concerning clients and prospective clients of the Company or its affiliates,
information and materials concerning the personal affairs of employees of the
Company or its affiliates. In addition, Proprietary Information may include
information furnished to you orally or in writing (whatever the form or storage
medium) or gathered by inspection, in each case before or after the date of this
Agreement. HOWEVER, Proprietary Information does not include information (i)
that was or becomes generally available to the public, other than as a result of
a disclosure by you, directly or indirectly, or (ii) that you can establish was
independently developed by you without reference to any Proprietary Information.
2. USE AND DISCLOSURE. You will obtain or create Proprietary Information
in the course of your involvement in the Company's or its affiliate's activities
and may already have Proprietary Information. You agree that the Proprietary
Information is the exclusive property of the Company,
3
and that, during your employment, you will use and disclose Proprietary
Information only for the Company's benefit and in accordance with any
restrictions placed on its use or disclosure by the Company. After your
employment, you will not use or disclose any Proprietary Information. In
addition, nothing in this Agreement will operate to weaken or waive any rights
that the Company may have under statutory or common law, or any other agreement,
to the protection of trade secrets, confidential business information and other
confidential information.
3. LIMITATIONS. Nothing in this Agreement prohibits you from providing
truthful testimony or information concerning the Company to governmental,
regulatory or self-regulatory authorities or otherwise as required by law. Also,
the parties (and their respective employees, representatives and agents) may
disclose to any and all persons, without any limitation of any kind, the tax
treatment and tax structure of this Agreement and all materials of any kind
(including opinions and other tax analysis) that are provided to either party
related to such tax treatment and structure.
5. Ongoing Restrictions on Your Activities
1. GENERAL EFFECT. This Section 5 applies during the Compensation Period
and for Restricted Period (as defined in the Schedule). This Section uses the
following defined terms:
"COMPETITIVE ENTERPRISE" means any business enterprise that either (i)
engages in any material activity that competes anywhere with any business
or enterprise engaged in the development, production, sale, rental or
repair of (a) superconductive wire and materials, (b) permanent and
superconductive magnet systems, or RF coils, used in MRI diagnostic imaging
systems, (c) fMRI products and accessories, (d) MRI-compatible biopsy
equipment, (e) MR-compatible interventional accessories, (f) NMR
spectroscopy systems, (g) medical imaging computer-aided diagnostics or (h)
patient monitoring products or (ii) holds a 5% or greater equity, voting or
profit participation interest in any enterprise that engages in such a
competitive activity.
"CLIENT" means any client, supplier, distributor or prospective
client, suppler or distributor of the Company or its affiliates to whom you
provided services, or for whom you transacted business, or whose identity
became known to you in connection with your relationship with or employment
by the Company or its affiliates.
"SOLICIT" means any direct or indirect communication of any kind,
regardless of who initiates it, that in any way invites, advises,
encourages or requests any person to take or refrain from taking any
action. A general employment advertisement by an entity of which you are a
part is excluded from the definition of Solicit.
4
2. YOUR IMPORTANCE TO THE COMPANY AND THE EFFECT OF THIS SECTION 5. You
acknowledge that:
(a) In the course of your involvement in the Company's activities, you
will have access to Proprietary Information and the Company's client base
and will profit from the goodwill associated with the Company. On the other
hand, in view of your access to Proprietary Information and your importance
to the Company, if you compete with the Company or its affiliates for some
time after your employment, the Company will likely suffer significant
harm. In return for the benefits you will receive from the Company and to
induce the Company to enter into this Agreement, and in light of the
potential harm you could cause the Company, you agree to the provisions of
this Section 5. The Company would not have entered into this Agreement or
the Merger Agreement if you did not agree to this Section 5.
(b) In light of Section 5.2(a), if you breach any provision of this
Section 5, the loss to the Company would be material but the amount of loss
would be uncertain and not readily ascertainable.
(c) This Section 5 limits your ability to earn a livelihood in a
Competitive Enterprise and your relationships with Clients. You
acknowledge, however, that complying with this Section 5 will not result in
severe economic hardship for you or your family.
3. NON-COMPETITION. During your Compensation Period and for the Restricted
Period, you will not directly or indirectly:
(a) hold a 5% or greater equity, voting or profit participation
interest in a Competitive Enterprise; or
(b) act as a as a director, officer, employee, partner, consultant,
agent, advisor, lender or guarantor of a Competitive Enterprise:
(i) that is substantially related to any activity that you were
engaged in,
(ii) that is substantially related to any activity for which you
had direct or indirect managerial or supervisory responsibility, or
(iii) that calls for the application of specialized knowledge or
skills substantially related to those used by you in your activities;
IN EACH CASE, for the Company or its affiliates at any time during the
year before the end of your employment (or, if earlier, the year
before the date of determination).
4. NON-SOLICITATION OF CLIENTS. During your Compensation Period and for
the Restricted Period, you will not:
5
(a) Solicit any Client to transact business with a Competitive
Enterprise or to reduce or refrain from doing any business with the Company
and its affiliates (excluding any business that is not a material activity
of the Company or its affiliates),
(b) transact business with any Client that would cause you to be a
Competitive Enterprise or that would cause any Client to reduce or refrain
from doing any business with the Company or its affiliates, or
(c) interfere with or intentionally damage any relationship between
the Company and its affiliates and a Client.
5. NON-SOLICITATION OF EMPLOYEES. During your Compensation Period and for
a period of two years following termination of your employment for any reason,
you will not attempt to Solicit anyone who is then an employee of the Company or
its affiliates (or who was an employee of the Company or any of its affiliates
within the prior three (3) months) to resign from the Company and its affiliates
or to apply for or accept employment with any Competitive Enterprise, except
that you may Solicit your administrative assistant.
6. INJUNCTIVE RELIEF
You acknowledge that the Company will be caused irreparable injury in
the event of a breach of this Section 5 and that money damages may not be an
adequate remedy, and further agree that the Company shall be entitled to
injunctive relief (in addition to its other remedies at law) to have the
provisions of this Section 5 enforced (without the requirement to post a bond).
It is hereby acknowledged that the provisions of this Section 5 are for the
benefit of the Company and that the Company may enforce the provisions of this
Section 5 and only the Company can waive the rights hereunder with respect to
its confidential information, Clients and employees.
7. NOTICE TO NEW EMPLOYERS. Before you accept employment with any other
person or entity while any of Sections 5.3, 5.4 or 5.5 is in effect, you will
provide the prospective employer with written notice of the provisions of this
Section 5 and will deliver a copy of the notice to the Company.
6. No Public Statements or Disparagement
You agree, for yourself and others acting on your behalf, that you
(and they) will not intentionally disparage publicly, or make negative public
statements about the Company or any of its incumbent or former officers,
directors, agents, consultants, employees, successors and assigns. Nothing in
this provision shall prohibit you from testifying truthfully in response to a
subpoena or other lawfully issued legal process.
7. Disputes
Subject to Section 5.6, this Section 7 applies to any controversy or
claim between you and the Company or its affiliates arising out of or relating
to or concerning this Agreement or any aspect of your employment
6
with the Company, its affiliates or IGC or the termination of that employment
(together, an "EMPLOYMENT MATTER").
Subject to the provisions of Section 5.6 and this Section 7, any
Employment Matter will be finally settled by arbitration in the County of New
York administered by the American Arbitration Association under its Commercial
Arbitration Rules then in effect. However, the rules will be modified in the
following ways: (i) the decision must not be a compromise but must be the
adoption of the submission by one of the parties, (ii) each arbitrator will
agree to treat as confidential evidence and other information presented, (iii) a
decision must be rendered within 15 business days of the parties' closing
statements or submission of post-hearing briefs and (iv) the arbitration will be
conducted before a panel of three arbitrators, one selected by you within 10
days of the commencement of arbitration, one selected by the Company in the same
period and the third selected jointly by these arbitrators (or, if they are
unable to agree on an arbitrator within 20 days of the commencement of
arbitration, the third arbitrator will be appointed by the American Arbitration
Association).
You and the Company agree that there will be no punitive damages
payable as a result of any Employment Matter and agree not to request punitive
damages. The arbitrator may award attorney's fees and costs of the arbitration
to the prevailing party.
You or the Company may bring an action or special proceeding in a
state or federal court of competent jurisdiction sitting in the County of New
York to enforce any arbitration award under this Section 7.
You and the Company irrevocably submit to the exclusive jurisdiction
of any state or federal court located in the County of New York over any
Employment Matter that is not otherwise arbitrated or resolved according to
Section 7. Each of us hereby waives, and agrees not to assert, as a defense that
either of us, as appropriate, is not subject thereto or that the venue thereof
may not be appropriate. We each hereby agree that mailing of process or other
papers in connection with any such action or proceeding in any manner as may be
permitted by law shall be valid and sufficient service thereof.
To the extent permitted by law, you and the Company waive any and all
rights to a jury trial with respect to any Employment Matter.
This Agreement will be governed by and construed in accordance with
the law of the State of New York.
8. Section 280G Gross Up
In the event that it shall be determined that any payment or
distribution by IGC, the Company, or an affiliate thereof, to or for the benefit
of you, whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement, pursuant to the merger provided for in the Merger
Agreement, or otherwise (a "Payment"), would constitute an "excess parachute
payment" within the meaning of Section 280G of the Internal Revenue Code of 1986
(the "Code"), the Company shall pay you an additional amount (the "Gross-Up
Payment") such that the net amount retained by you
7
after deduction of any Excise Tax (as defined below), and any federal, state and
local income tax, employment tax and Excise Tax imposed upon the Gross-Up
Payment, shall be equal to the Payment. The term "Excise Tax" means the excise
tax imposed under Section 4999 of the Code, together with any interest or
penalties imposed with respect to such excise tax. For purposes of determining
the amount of the Gross-Up Payment, you shall be deemed to pay federal income
tax and employment taxes at the highest marginal rate of federal income and
employment taxation in the calendar year in which the Gross-Up Payment is to be
made and state and local income taxes at the highest marginal rate of taxation
in the state and locality of your residence, net of the maximum reduction in
federal income taxes that may be obtained from the deduction of such state and
local taxes.
All determinations to be made under this Section shall be made by
IGC's independent public accounting firm immediately prior to the merger
provided for in the Merger Agreement or another independent public accounting
firm selected by IGC prior to the Merger (as defined in the Merger Agreement)
(the "Accounting Firm"). With respect to any Payments made in connection with
the Merger the Accounting Firm shall provide its determinations and any
supporting calculations to the Company and you no later than ten days after the
consummation of the merger. Any such determination by the Accounting Firm shall
be binding upon the Company and you.
The Company shall pay the applicable Gross-Up Payment as and when the
Excise Tax is incurred on a Payment. If the amount of a Gross-Up Payment cannot
be fully determined by the date on which the applicable portion of the Payment
becomes subject to the Excise Tax ("Payment Date"), the Company shall pay to you
by the Payment Date an estimate of such Gross-Up Payment, as determined by the
Accounting Firm, and the Company shall pay to you the remainder of such Gross-Up
Payment (if any) as soon as the amount can be determined, but in no event later
than 20 business days after the Payment Date. The Gross-Up Payment shall be paid
in accordance with Section 409A of the Code, to the extent applicable. If
required in order to comply with Section 409A of the Code, (i) the Gross-Up
Payment attributable to Payments other than severance compensation shall be paid
in a lump sum payment upon the Payment Date, and (ii) the Gross-Up Payment
attributable to severance compensation shall be paid in a lump sum payment on
the first day on which severance compensation is paid to you.
In the event that upon any audit by the Internal Revenue Service, or
by a state or local taxing authority, of a Payment or Gross-Up Payment, a change
is finally determined to be required in the amount of taxes paid by you,
appropriate adjustments shall be made such that the net amount that is payable
to you after taking into account the provisions of Section 280G and Section 4999
of the Code shall reflect the intent of the parties as expressed in this
Section, in the manner determined by the Accounting Firm.
All of the fees and expenses of the Accounting Firm in performing the
determinations under this Section shall be borne solely by the Company.
8
9. General Provisions.
The Company may withhold from any payment due hereunder any taxes that
are required to be withheld under any law, rule or regulation.
The parties agree that this Agreement is intended to comply with the
requirements of Section 409A of the Code and the regulations promulgated
thereunder ("Section 409A") or an exemption from Section 409A. In the event that
after execution of this Agreement either party makes a determination
inconsistent with the preceding sentence, it shall promptly notify the other
party of the basis for its determination. The parties agree to renegotiate in
good faith the terms of this Agreement at no additional cost to the Company, if
you determine that this Agreement as structured would have adverse tax
consequences to you under applicable law. By way of example and not limitation,
if you are a "specified employee" within the meaning of Section 409A of the
Code, as amended and that, as a result of such status, any portion of the
payment under this Agreement would be subject to additional taxation, the
Company will delay paying any portion of such payment until the earliest
permissible date on which payments may commence without triggering such
additional taxation (with such delay not to exceed six (6) months), with the
first such payment to include the amounts that would have been paid earlier but
for the above delay.
This Agreement is personal to you and without the prior written
consent of the Company shall not be assignable by you otherwise than by will or
the laws of descent and distribution. The Company may assign this Agreement to
any of its affiliates at any time, provided that the Company shall remain
jointly liable for the obligations of any assignee hereunder. This Agreement
shall inure to the benefit of and be enforceable by your legal representatives.
This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns.
This Agreement may not be amended or modified otherwise than by a
written agreement executed by the parties hereto or their respective successors
and legal representatives. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement. It is the parties' intention that this Agreement
not be construed more strictly with regard to you or the Company. Upon becoming
effective on the Start Date, except as set forth in Section 1 of this Agreement,
this Agreement shall supersede any other employment or severance agreement or
arrangements or similar rights you may have with the Company, IGC or any of
their affiliates (and you shall not be eligible for severance benefits under any
plan, program or policy of the Company).
Certain capitalized terms used herein have the meanings set forth in
the Schedule hereto.
9
10. Acknowledgement.
YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL
COUNSEL CONCERNING THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTAND THIS
AGREEMENT, THAT YOU ARE FULLY AWARE OF THIS AGREEMENT'S LEGAL EFFECT, AND THAT
YOU HAVE ENTERED INTO THIS AGREEMENT FREELY BASED ON YOUR OWN JUDGMENT AND NOT
ON ANY REPRESENTATION OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
[Philips Electronics North America
Corporation]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
Accepted and Agreed
as of the date hereof
/s/ ▇▇▇ ▇▇▇▇▇▇▇
------------------------
▇▇▇ ▇▇▇▇▇▇▇
[Signature Page to ▇▇▇ ▇▇▇▇▇▇▇ Employment Agreement]
10
▇▇▇ ▇▇▇▇▇▇▇ EMPLOYMENT AGREEMENT SCHEDULE
(This Schedule constitutes part of the Employment Agreement)
----------------------------------- --------------------------------------------
Name and address for notices ▇▇▇ ▇▇▇▇▇▇▇
[Address on file with the Company]
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Position During your Compensation Period, unless
otherwise consented to by you, you shall be
employed as Integration Manager, Magnets in
the MRI business, reporting to a direct
report, to a direct report of the CEO of
Medical Systems or the General Manager in
the MRI business, as determined from time to
time.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Compensation Period Your Compensation Period will end on
the eighteenth month anniversary of your
Start Date.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Salary Your Salary will be $295,000.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Cash Performance Bonus You will be eligible to receive a Cash
Performance Bonus between $0 and a maximum
of $500,000, which will be determined in
accordance with the company's Bonus
policies. The amount of the Cash
Performance Bonus will be based upon your
performance or the Company's performance as
determined in accordance with the
performance metrics set forth in the
attached Annex A. You will receive the
achieved amount of your Cash Performance
Bonus if you are still employed by the
Company at the end of the Compensation
Period, such payment to be made within 30
days of the end of the Compensation Period,
or a prorated portion of your maximum Cash
Performance Bonus within 30 days after you
are terminated from employment without Cause
or cease to be an employee by reason of
death or physical or mental disability.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Cash Retention Bonus You will receive a Cash Retention Bonus in
an amount equal to $443,000 if you are still
employed by the Company at the end of the
Compensation Period, such payment to be made
within 30 days of the end of the
Compensation Period, or within 30 days after
you are terminated from employment without
Cause or cease to be an employee by reason
of death or physical or mental disability.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Other Benefits o Existing car allowance ($750/month)
o 25 paid vacation days per year
o One Executive Physical during the
Compensation Period
o Reimbursement of business expenses
in accordance with Company policy
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Definition of Cause "Cause" means your: (i) willful refusal to
perform the duties and responsibilities
reasonably assigned to you pursuant to
Section 1 of the Agreement, (ii) engagement
in illegal conduct or in gross
misconduct, in either case, that causes
material financial or reputational harm to
the Company or its affiliates, (iii)
commission or conviction of, or plea of
guilty or nolo contendere to, a felony, (iv)
material breach of the Company's written
code of conduct and business ethics or (v)
willful attempt to obstruct or failure to
cooperate with any investigation authorized
by the Board or any governmental or
self-regulatory entity. With respect to
subclauses (iv) and (v), the Company agrees
to give you notice and an opportunity
to timely cure any breach which is
susceptible to cure (as reasonably
determined by the Company).
Additionally, if your principal place of
employment is relocated more than 25 miles
outside of New York's Tri-City Capital
Region, you may choose to continue your
employment under the terms and conditions
set forth in this Agreement or you may
choose to treat the relocation as a
termination by the Company without Cause.
If you do not provide the Company with
written notification of your choice within
10 days following the relocation, you will
lose the right to treat the relocation as a
termination by the Company without Cause
and will be deemed to have chosen to
continue your employment under the terms
and conditions set forth in this Agreement.
If you choose to treat such a relocation as
a termination by the Company without Cause
it will be deemed to be a termination
without Cause for all purposes of this
Agreement and Schedule, including without
limitation in respect of your entitlement
to Severance Benefits.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Restricted Period The Restricted Period will end on the 24
month anniversary of the end of the
Compensation Period.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Severance Benefits If you are terminated by the
Company without Cause prior to the end of
your Compensation Period, you shall receive
the following benefits:
(1) You will receive an amount
equal to your base Salary for the
remainder of the Compensation Period.
This amount shall be payable in a cash
lump sum within 30 days of your
termination date.
(2)You will receive a prorated
portion of your maximum Cash
Performance Bonus for the portion of
the Compensation Period you worked for
the Company. This prorated bonus shall
be payable in a cash lump sum within
30 days of your termination date.
(3) You will receive the amount
of your Cash Retention Bonus. This
amount shall be payable in a cash lump
sum within 30 days of your termination
date.
(4) If you timely elect to
continue your Company-provided group
health insurance coverage pursuant to
the federal COBRA law, the Company
will reimburse you for the cost of
such COBRA premiums, at the same level
as you maintain as of the date of
termination, through the end of the
COBRA period 18 months, or until such
time as you qualify for health
insurance benefits through a new
employer, whichever occurs first. The
reimbursement shall be for 100% of
your COBRA premiums, as well as for
your eligible dependents' COBRA
premiums, and the coverage to be
provided on this basis shall be health
and dental coverage.
You understand and agree that if you are
terminated for Cause or resign for any
reason, you will not receive the
aforementioned payments and benefits.
----------------------------------- --------------------------------------------
----------------------------------- --------------------------------------------
Restricted Stock Unit Grant Agreements pursuant to IGC 2000 Stock Option and
Stock Award Plan Agreements/Stock Option Agreements (as amended and restated as
of February 21, 2006):
o Grant Agreement, dated April 4, 2001
o Grant Agreement, dated January 30, 2002
o Grant Agreement, dated January 30, 2002
o Grant Agreement, dated January 30, 2002
o Grant Agreement, dated April 13, 2005
Grant Agreements pursuant to SuperPower,
Inc. 2002 Equity Compensation Plan:
o Grant Agreement, dated September 27, 2002
----------------------------------- --------------------------------------------