Exhibit 10.9
[PRI Automation Letterhead]
March 30, 2001
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Dear Ed:
The purpose of this letter is to set forth our agreement regarding your
change in status with PRI as you leave the position of Vice President and
General Manager of the Factory Systems Division, and begin your new role with
PRI Automation, Inc. (the "Company" or "PRI"). THIS AGREEMENT AND THE ANCILLARY
AGREEMENTS REFERRED TO IN PARAGRAPH 7 WILL SUPERCEDE ALL OTHER EMPLOYMENT
AGREEMENTS WITH YOU ON BEHALF OF PRI. The principal terms of the agreement are
outlined below:
1) TITLE. You will cease duties in your current position (Vice President
and General Manager, Factory Systems Division, effective March 30, 2001
and begin your new role as Special Assistant to the CEO effective on
that date
2) TERM. The term of your employment with the Company will be from March
30, 2001 to May 9, 2002. During this period, you will continue to be an
employee of the Company for the purpose of vesting your PRI Automation
stock options, unless and except to the extent that the Company's
auditors determine that such vesting would create a charge against the
Company's income for stock-based compensation. As provided by the PRI
stock option plans, you will have a period of thirty (30) days after
May 9, 2002, to exercise any vested unexercised options. Since that
thirty-day period ends on June 8, 2002, a Saturday, the last day to
exercise your options will be Friday, June 7, 2002. Refer to Addendum A
for a schedule of your vested and unvested stock options.
3) COMPENSATION. Your compensation during the term of the agreement will
be comprised of two components as described below. Payments will be
subject to withholding and payroll taxes as required by law.
3a) COMPENSATION IN RECOGNITION OF PAST CONTRIBUTIONS AS VICE
PRESIDENT & GENERAL MANAGER, FACTORY SYSTEMS DIVISION. This
compensation will be $238,000 paid in four equal quarterly
payments of $59,500 each. These payments will be made on the
first payroll date following the close of each fiscal quarter
over the next four quarters.
3b) COMPENSATION FOR ROLE AS SPECIAL ASSISTANT TO THE CEO. During
this assignment your compensation will be $1,536.47 bi-weekly
until May 9, 2002. In the event that your employment is
involuntarily terminated before May 9, 2002, this compensation
will continue to be paid until May 9, 2002.
4) BENEFITS. You agree that effective March 30, 2001, you shall cease to
participate in any insurance plans (except as noted below), employee
stock purchase plan, 401(K) plan or other employee benefit program of
the Company. As the sole exception to this provision, in recognition of
your past contributions as a key executive of PRI, you may continue,
during the term of your employment, to participate in any employee
medical and dental insurance programs of the Company in which you now
participate, so long as the Company continues to offer these
plans. PRI will pay all or part of the premiums applicable to your
participation, on the same basis as applies to all participating
employees. You have the ability to convert your life insurance and
long-term disability coverage to individual policies within 30 days
after March 30, 2001 in accordance with the terms of PRI's group
policies. Upon termination of this period of employment, PRI or its
insurance or health program administrator will communicate with you
separately regarding your rights under COBRA to continue your health
insurance coverage for a limited period of time following that date.
5) PAYMENT FOR ACCRUED VACATION. As of March 30, 2001, PRI will pay you
$42,542.13 as complete settlement of your 318.31 hours of accrued, but
unpaid vacation. You agree that such sum is, properly calculated and
will constitute a complete discharge of PRI's obligations in this
respect. In your new role as Assistant to the CEO, you will be
ineligible for vacation benefits.
6) DUTIES. During the term of your employment, you shall have and perform
such duties as the CEO and President of PRI shall assign to you from
time to time. This shall include, but not be limited to your
cooperation on PRI's behalf in the defense against any pending or
future legal actions arising during this period, without any charge to
PRI except for your reasonable travel and lodging expenses as provided
for in the Company's Business Travel Policy. You shall perform your
duties at your own home or office or at the premises of the Company, as
we may mutually agree. The Company agrees that you may pursue other
employment during the term of this agreement, provided that such
employment does not breach any other agreement that you may have with
the Company (including that identified in the next succeeding paragraph
of this letter) or breach any other duties that you may have to the
Company, contractual or otherwise
7) ANCILLARY AGREEMENTS. You agree and acknowledge that you continue to be
bound by the Employee Patent and Confidential Information Agreement and
the Non-Compete/Non-Solicitation Agreement that you signed on July 1,
1997, and August 30, 1997 respectively. Copies of these are attached.
You agree that, for purposes of the Non-Compete/Non Solicitation
Agreement, your employment shall be deemed to terminate on March 30,
2002, but that your obligations under this agreement will extend for
two years beyond that date until March 30, 2004, a one-year extension
to the original agreement. At the current time, the companies
considered to be on the non-compete list include KLA Tencore, ▇▇▇▇▇▇
Automation, Asyst Technologies, Daifuku, Shinko, Murata, Intrabay
Automation. PRI reserves the right to update this list at any time over
the life of this agreement should changes occur in the competitive
landscape. You are also required to inform PRI's President and CEO of
any discussions you are conducting with outside companies regarding
employment or other assignments during the life of this agreement. The
Employee Patent and Confidential Information Agreement remains in
effect according to its terms.
8) RETURN OF PRI'S PROPERTY. On or before March 30, 2002, you will return
to PRI all documents, tapes, notes and other information and materials
(and all copies) in your possession which contain
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confidential information, whether relating to PRI or any of its
customers. You will also return to PRI any and all other documents,
tapes, notes and other information or materials (and all copies) in
your possession relating to PRI's business or which is the property of
PRI. You will also return to PRI any credit cards, telephone credit
cards, and the like, which is the property of PRI. You will return to
PRI any computer equipment that is the property of PRI after such time
as we have no further work for you under your period of employment.
9) RELEASES. You hereby release PRI, its officers, directors, employees,
consultants, and agents from any claims that you may have. The
preceding sentence shall not apply to any claim arising under or
relating to this agreement or to the ancillary agreements referred to
in paragraph 7 of this agreement. This letter shall be in complete and
final settlement of any and all causes of action or claims that you
have had, now have or may now have, from the beginning of time to the
date of this agreement, in any way related to or arising out of or in
connection with your employment and/or its termination or pursuant to
any federal, state or local employment laws, regulations, executive
orders or other requirements, including without limitation
Massachusetts General Laws c. 151B ("Unlawful Discrimination"), Title
VII of the Civil Rights Act of 1964, and the Age Discrimination in
Employment Act of 1967. In consideration of the pay and benefits that
you will receive under this letter agreement, you hereby release, waive
and discharge any and all such causes of action or claims against PRI,
its subsidiaries and affiliated organizations, and their respective
past, present and future directors, officers, agents, employees,
successors and assigns, and you hereby agree that neither you nor any
of your heirs or personal representatives will ever assert in any forum
any such cause of action or claim.
10) CONFIDENTIALITY OF THIS AGREEMENT. You agree not to disclose to any
person the existence or substance of this letter agreement, except that
you may make such disclosure (a) to your legal and/or financial
advisor(s) in connection with obtaining advice regarding this letter
agreement, provided that the person(s) to whom such disclosure is to be
made is aware of your obligation under this paragraph 9 and agrees to
be bound by it and (b) as may be required by law, provided that prior
to such action you give PRI notice of the fact that such disclosure is
to occur and a brief description of the circumstances requiring such
disclosure. You also agree not to disparage PRI; its business, products
or plans; or its officers, directors, employees, consultants, or
agents, in written or oral communications.
11) EXECUTION. This agreement may be executed in one or more counterparts,
each of which when so executed shall be deemed to be an original, and
all such counterparts together shall constitute but one and the same
instrument.
12) SUCCESSORS, ASSIGNS. This agreement shall be binding upon and inure to
the benefit of the legal representatives, heirs, successors, assigns
and agents of the parties hereto.
13) ENTIRE AGREEMENT. This agreement, including the ancillary agreements
referred to in paragraph 7, constitute the entire agreement between the
parties and supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter of this agreement.
14) AMENDMENT. This agreement may be amended or modified only by a written
instrument executed by both PRI and you.
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15) GOVERNING LAW. This agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of
Massachusetts.
16) MISCELLANEOUS. No delay or omission by either party in exercising any
right under this agreement shall operate as a waiver of that or any
other right. A waiver or consent given by either party on any one
occasion shall be effective only in that instance and shall not be
construed as a bar or waiver of any right on any other occasion.
The captions of the sections of this agreement are for convenience of
reference only and in no way define, limit or affect the scope or
substance of any section of this agreement.
17) REVOCATION PERIOD. You understand and acknowledge that the terms of
your employment and PRI's usual severance policies or practices would
have provided you less benefits than those that are provided to you
under this agreement. For a period of seven (7) days following your
execution of this letter agreement, you may revoke your agreement, and
this letter agreement shall not become effective or enforceable until
this seven (7) day revocation period has expired. No payments provided
for by this letter agreement will be made until after this seven-day
period has expired without your revoking your agreement.
18) CONSIDERATION PERIOD. In signing this agreement, you acknowledge that
you understand its provisions, that your agreement is knowing and
voluntary, that you have been afforded a full and reasonable
opportunity of at least 21 days to consider its terms and to consult
with or seek advice from any attorney or any other person of your
choosing, and that you have been advised by PRI to consult with an
attorney prior to executing this letter agreement.
If the foregoing accurately sets forth our agreement, please sign and return to
me the enclosed copy of this letter.
Sincerely,
PRI AUTOMATION, INC.
By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Date: 5/15/01
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, VP, Human Resources
Accepted and agreed to By:
/s/ ▇▇ ▇▇▇▇▇▇ Date: 5/16/01
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