EXHIBIT 10.1
- ------------
LANDAUER
September 8, 2006
PERSONAL AND CONFIDENTIAL
Mr. Jonathon M. Singer
1279 Lincoln Ave. S.
Highland Park, IL 60035
Dear Jon:
As President and Chief Executive Officer of Landauer Inc. (the "Company"),
I am pleased to offer you the position of Senior Vice President, Treasurer,
Secretary and Chief Financial Officer.
The following is a summary of the terms and conditions of this offer:
1. ANNUAL COMPENSATION. Initial annual base salary of $250,000. Such
salary shall be reviewed annually in accordance with the Company's
executive compensation policies. Beginning with the 2007 fiscal year
(which commences October 1, 2006), you will have the opportunity to
earn annual bonuses under the Company's Incentive Compensation Plan
for Executive Officers, with a target incentive bonus opportunity of
not less than 40% of base salary.
2. SIGNING BONUS. A bonus of $75,000 will be paid to you upon your
commencement of employment. 100% of the signing bonus must be repaid
to the Company if you resign within the first year of employment and
50% of the signing bonus must be repaid to the Company if you resign
within the second year of employment.
3. RESTRICTED STOCK. The following restricted stock grants of the
Company's common stock will be made to you upon your commencement of
employment: (a) 850 shares, with one-half vesting on the 6 month
anniversary of the commencement of employment and one-half vesting on
the eighteen month anniversary of employment, which shares are being
conveyed to you for the forfeiture of the unvested equity awards from
your current employer and (b) 1,500 shares, one-third of which will
vest on each of the first three anniversaries of your commencement of
employment, as an inducement to accept employment with the Company.
4. LONG-TERM PERFORMANCE AWARD. Restricted stock grants of the
Company's common stock (or other equity award), valued at not less
than $215,000 at the date of grant , will be made to you upon the
commencement of employment pursuant to the Landauer, Inc. 2005 Long
Term Incentive Plan, or any successor Plan.. This award will vest
over a three-year performance period, based on the attainment of
performance goals to be established by the Company's Board of
Directors.
5. BENEFITS. You will be eligible to participate in the Company's
employee benefit programs, as offered to new employees currently and
subject to any future modifications.
6. VACATION. Four weeks annually.
- --------------------------------------------------------------------------
Landauer, Inc. 2 Science Road Glenwood, Illinois 60625
Phone: 708-755-7000 Fax: 708-755-7011 E-mail: landauerinc.com
7. STANDARD POLICIES AND AGREEMENTS. You will be subject to the
Company's Code of Business Conduct and Ethics, Code of Ethics for
Financial Executives and will be required to enter into the Company's
Non-Competition Agreement and Confidentiality Agreement for Salaried
Employees.
8. SEVERANCE. Should the Company terminate your employment for any
reason other than for Cause (as defined in Exhibit A) you will be
entitled to receive severance pay equal to nine months base salary
and prorated target bonus for the fiscal year in which your
termination occurs.
9. CHANGE OF CONTROL. You will participate in the Landauer, Inc.
Executive Special Severance Plan as a Benefit Level II Employee.
10. LANDAUER DOCUMENTS. Attached are the following documents for your
information:
Landauer, Inc. Code of Business Conduct and Ethics
Landauer, Inc. Code of Ethics for Financial Executives
Landauer Non-Competition Agreement and Confidentiality
Agreement for Salaried Employees
Landauer, Inc. Executive Special Severance Plan
Form of Landauer, Inc. Restricted Stock Award Agreement.
This offer will remain open until close of business on September 8, 2006.
Your acceptance, as evidenced by your signature below, will constitute a
letter of agreement between the Company and you.
We are excited to have you join the Landauer team, Jon. I am counting on
you playing a key leadership role in our growth strategy going forward.
Sincerely,
/s/ William E. Saxelby
------------------------------
William E. Saxelby
President and Chief Executive Officer
I accept the position of Senior Vice President, Treasurer, Secretary and
Chief Financial Officer of Landauer Inc. as specified in this letter of
agreement.
___________________________________
Jonathon M. Singer
__________________________
Date
Page two
EXHIBIT A
---------
"Cause" shall mean any one or more of the following:
(A) any willful refusal by the Executive to follow lawful
directives of the Board or Chief Executive Officer which are
consistent with the scope and nature of the Executive's duties and
responsibilities;
(B) the Executive's conviction of, or plea of guilty or nolo
contendere to, a felony or of any crime involving moral turpitude,
fraud or embezzlement;
(C) any gross negligence or willful misconduct of the
Executive resulting in a material loss to the Company or any of its
subsidiaries, or material damage to the reputation of the Company or
any of its subsidiaries;
(D) any material breach by the Executive of any one or more
of the Landauer, Inc. Code of Business Conduct and Ethics, the
Landauer, Inc. Code of Ethics for Financial Executives, and the
Landauer Non-Competition Agreement and Confidentiality Agreement for
Salaried Employees; or
(E) any violation of any statutory or common law duty of
loyalty to the Company or any of its subsidiaries.