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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement dated as of November 16, 1998 is between Galileo
Corporation ("Galileo"), a Delaware corporation with its principal offices at
Galileo Park, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and W. ▇▇▇ ▇▇▇▇▇▇ (the
"Employee") residing at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Prior to
the date hereof, Employee served as president and general manager of Leisegang
Medical, Inc. ("LMI"), a subsidiary of Galileo, pursuant to the Employment
Agreement dated as of August 6, 1996 among LMI, Employee and Galileo (the "Prior
Agreement"). Since the date hereof, Employee has been serving as president and
chief executive officer of Galileo. The parties desire to set forth the terms
and conditions of Employee's current position, which shall supersede the Prior
Agreement.
Accordingly, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT OF EMPLOYEE.
1.1 EMPLOYMENT. Subject to the terms and conditions of this Agreement,
Galileo agrees to employ Employee in a full time capacity as president and chief
executive officer of Galileo with such specific duties as may reasonably be
assigned to Employee from time to time by the Board of Directors of Galileo (the
"Board") for the period commencing on the date hereof and terminating on
September 30, 2001, unless earlier terminated as herein provided. During
Employee's employment hereunder, Employee will continue to serve as president
and a director of LMI and Employee's principal place of work will remain within
20 miles of the Boca Raton municipal limits unless otherwise agreed by him,
provided that Employee acknowledges that he may be required to travel regularly
to Galileo's principal office at Galileo's expense. So long as Employee serves
as president and chief executive officer of Galileo hereunder, Galileo will use
best efforts to cause him to be elected as a director of Galileo. Employee
hereby accepts such employment for the term hereof. Neither Galileo nor Employee
shall have any obligation to continue employment after the term hereof. If
Employee remains employed after the term hereof, Employee's employment and
compensation may be terminated at will, with or without cause and with or
without notice, at any time at the option of Galileo or Employee.
SECTION 2. COMPENSATION. For all services to be rendered by Employee to
Galileo and its subsidiaries pursuant to this Agreement, Galileo shall pay to
and provide the Employee with the following compensation and benefits:
2.1 BASE SALARY AND BONUS. Galileo shall pay to Employee a base salary
at the rate of $250,000 per year, payable in substantially equal biweekly
installments, subject to annual review by the Board, provided that base salary
shall not be decreased during the term hereof. Employee will have the
opportunity to earn an annual incentive cash bonus of up to 40% of base salary.
The bonus for the fiscal year ended September 30, 1999 will be based upon
achievement of net sales by LMI of $9.2 million for such fiscal year, as
provided in the Prior Agreement. The bonuses for the fiscal years ending
September 30, 2000 and 2001 will be based upon achievement of personal and
corporate goals established by agreement of the Board and Employee prior to the
beginning of the fiscal year.
2.2 AUTOMOBILE. Galileo will provide Employee with a leased car for his
personal and business use with an annual rental not exceeding $7,500 and
reimburse Employee for all reasonable operating expenses.
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2.3 PARTICIPATION IN BENEFIT PLANS. Employee shall be entitled to
participate in all employee benefit plans or programs of Galileo to the extent
that Employee's position, title, tenure, salary, age, health and other
qualifications make Employee eligible to participate. Galileo does not guarantee
the adoption or continuance of any particular employee benefit plan or program
during the term of this Agreement, and Employee's participation in any such plan
or program shall be subject to the provisions, rules and regulations applicable
thereto. Employee shall be entitled to vacation each year for a period of four
weeks during which compensation shall be paid in full, with any additional
vacation time to be allowed only in accordance with applicable Galileo policy.
2.4 EXPENSES. Galileo shall reimburse Employee for all ordinary and
necessary business expenses incurred in the performance of Employee's duties
under this Agreement, provided that Employee accounts properly for such expenses
to Galileo in accordance with the general corporate policy of Galileo as
determined by the Board and in accordance with the requirements of the Internal
Revenue Service regulations relating to substantiation of expenses.
SECTION 3. CONFIDENTIAL INFORMATION. Employee agrees to be bound by the
terms of the attached Galileo agreement as if set forth herein, including
without limitation the terms relating to confidential information, inventions
and Galileo employees. The obligations of Employee under such agreement shall
survive termination of this Agreement for any reason.
SECTION 4. TERMINATION AND SEVERANCE PAYMENT.
4.1 EARLY TERMINATION. Employee's employment hereunder shall terminate
prior to the expiration of the term specified in Section 1.1:
(a) Upon Employee's death or inability by reason of physical or
mental impairment to perform substantially all of Employee's services as
contemplated herein for 90 days or more within any six-month period;
(b) By Galileo or Employee without cause upon not less than 30
days' prior written notice to the other; or
(c) By Galileo in the event of Employee's breach of any material
duty or obligation hereunder, or intentional or grossly negligent conduct that
is materially injurious to Galileo as reasonably determined by the Board, or
willful failure to follow the reasonable directions of the Board.
4.2 SEVERANCE PAYMENT. In the event of termination of the Employee's
employment by Galileo under Section 4.1(b), Galileo shall pay to Employee as
severance an amount equal to base salary at the rate specified in Section 2.1
and the full amount of his bonus (assuming all applicable goals are achieved)
for the balance of the term, payable in equal biweekly installments. In
addition, Galileo will continue the automobile benefit provided in Section 2.2
and the medical and dental insurance benefits of Employee in effect at such
termination for the balance of the term but not after Employee secures other
employment.
SECTION 5. NONCOMPETITION. Employee agrees that so long as he is
employed by Galileo and for two years after termination of his employment with
Galileo for any reason, Employee will not, directly or indirectly, except as a
passive investor in publicly held companies, engage in competition with Galileo
or any of its subsidiaries, or own or control any interest in, or act as a
director, officer or employee of, or consultant to, any firm, corporation or
institution directly or indirectly engaged in competition with Galileo or any of
its subsidiaries.
SECTION 6. MISCELLANEOUS.
6.1 NOTICES. All notices, requests, demands and other communications to
be given pursuant to this Agreement shall be in writing and shall be deemed to
have been duly given if delivered by hand, transmitted by telecopy or sent by
recognized overnight delivery service for next
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day delivery to the addresses set forth below or such other address as a party
shall have designated by notice in writing to the other party.
If to Galileo:
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Board of Directors
with a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Esq.
▇▇▇▇▇▇ & Dodge LLP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇
If to Employee:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No: (▇▇▇) ▇▇▇-▇▇▇▇
6.2 INTEGRATION. This Agreement is the entire agreement of the
parties with respect to the subject matter hereof and supersedes any prior
agreement or understanding relating to Employee's employment with or
compensation by LMI or Galileo. This Agreement supersedes the Prior Agreement,
which shall be deemed terminated as of the date hereof. This Agreement may not
be amended, supplemented or otherwise modified except in writing signed by the
parties hereto.
6.3 BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their successors, assigns, heirs and
personal representatives.
6.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
6.5 SEVERABILITY. If any provision hereof shall for any reason be
held to be invalid or unenforceable in any respect, such invalidity or
unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid or unenforceable provision had not been
included herein. If any provision hereof shall for any reason be held by a court
to be excessively broad as to duration, geographical scope, activity or subject
matter, it shall be construed by limiting and reducing it to make it enforceable
to the extent compatible with applicable law as then in effect. 6.6 ENFORCEMENT
COSTS. If any action is brought to enforce any right under this Agreement, the
party prevailing in such action shall be entitled to reimbursement from the
other party of its reasonable legal fees and expenses in such action as
determined by the court.
6.7 GOVERNING LAW. This Agreement shall be governed by the laws
of Massachusetts without regard to its conflict of law provisions.
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IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement as of the date first stated above.
GALILEO CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Chairman, Compensation Committee
of the Board of Directors
EMPLOYEE
/s/ W. ▇▇▇ ▇▇▇▇▇▇
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W. ▇▇▇ ▇▇▇▇▇▇
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