Exhibit 10.l
AGREEMENT
AGREEMENT made and entered into this the 24th day of February, 2002, between
ATRION CORPORATION, a Delaware corporation (the "Company") and EMILE A. BATTAT,
a resident of the State of Connecticut ("Battat").
R E C I T A L S:
WHEREAS, in 1999 the Company adopted an Incentive Compensation Plan for Chief
Executive Officer (the "Plan") for the purpose of securing the continuing
services of Battat as Chief Executive Officer of the Company and to provide an
opportunity for Battat to receive incentive compensation tied to the enhancement
of shareholder value;
WHEREAS, the financial reporting for the Plan would be different than that
anticipated by the Company at the time of its adoption;
WHEREAS, in light of such difference in financial reporting for the Plan, the
Company and Battat desire that neither party hereto have any rights or
obligations in or under the Plan; and
WHEREAS, the Board of Directors of the Company has approved nullification of the
Plan, subject to Battat's release of all of his rights under the Plan, including
any benefits and payments that he may now or in the future be entitled to
thereunder.
NOW, THEREFORE, in consideration of the Company's payment of Ten and 00/100
Dollars ($10.00) to Battat, receipt of which is hereby acknowledged, and of the
premises, mutual covenants, and releases contained herein, the parties hereby
agree as follows:
1. Nullification and Release. The Company and Battat hereby agree that effective
December 31, 2001 the Plan is null and void and is of no further force or effect
and that neither party shall have any rights or obligations under the Plan.
Battat hereby relinquishes all of his rights under the Plan, including any
benefits or payments that he may now or in the future be entitled to thereunder,
and he hereby releases, acquits, and discharges forever the Company, its
subsidiaries and their respective past and present officers, directors,
shareholders, agents, servants, employees, attorneys, affiliates, successors,
and assigns of and from any and all claims, demands, actions, causes of action,
suits, and liabilities of every kind, character, and description, either direct
or consequential, past, present or future, and whether known or unknown, at law,
in equity, or otherwise, arising out of or related to the Plan or the
nullification thereof.
2. Arbitration. Any claim or controversy arising out of or relating to this
Agreement shall be settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association as then in
effect, and judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.
3. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, successors, assigns and legal
representatives.
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4. Construction. The parties hereto acknowledge that the Agreement has been
jointly negotiated and drafted. The language of this Agreement shall be
construed as a whole according to its fair meaning, and not strictly for or
against either of the parties. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, applied without giving
effect to conflict-of-laws principles. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.
5. Counterparts. This Agreement may be executed in separate counterparts each of
which shall be an original and all of which shall be deemed to be one and the
same instrument.
6. Agreement Under Seal. The parties hereto intend for this Agreement to be an
instrument under seal.
7. Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject matter hereof.
IN WITNESS WHEREOF, each of the parties has hereunto set its or his hand and
seal on the date first above written.
ATRION CORPORATION (SEAL)
By:/s/ Jeffery Strickland
-----------------------------
Vice President and Chief
Financial Officer, Secretary
and Treasurer
/s/ Emile A. Battat (SEAL)
-----------------------------
EMILE A. BATTAT
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