Exhibit 10.15
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement") by and between Packard BioScience
Company, a Delaware corporation with its principal office and place of business
in Meriden, Connecticut (the "Company"), and Franklin R. Witney (the
"Employee"), dated as of the 18th day of December, 2000.
WHEREAS, the Company has determined that it is in the best interests of
the Company to employ the Employee, and the Employee desires to be employed by
the Company, as President and Chief Operating Officer of the Company, and
President of Packard Instrument Company, Inc., a wholly-owned subsidiary of the
Company.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Employment Period. The Company shall employ the Employee, and the
Employee shall serve the Company, on the terms and conditions set forth in this
Agreement, for the period commencing on the date hereof and ending on the second
anniversary of the date hereof (the "Employment Period"); provided, however,
that commencing on the date one year after the date of this Employment Agreement
(the "Initial Renewal Date"), and on the first day of each calendar month
thereafter (each such date and the Initial Renewal Date shall be hereinafter
referred to as a "Renewal Date"), unless previously terminated, the Employment
Period shall be automatically extended so as to terminate thirteen calendar
months after such Renewal Date, unless at least 60 days prior to the Renewal
Date the Company shall give notice to the Employee that the Employment Period
shall not be so extended. Notwithstanding anything to the contrary contained
herein, the Employment Period is subject to termination pursuant to Section 4 of
this Agreement.
2. Position and Duties. (a) During the Employment Period, the Employee's
position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities
shall be those which are reasonably assigned to him by the Chief Executive
Officer of the Company.
(b) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Employee is entitled, the Employee shall
devote his full business time and to the duties and responsibilities assigned to
the Employee under this Agreement. The Employee shall perform the duties and
carry out the responsibilities assigned to him under this Agreement to the best
of his ability, in a diligent, trustworthy, businesslike and efficient manner.
It shall not be considered a violation of the foregoing for the Employee to
serve on corporate, civic or charitable boards or committees so long as such
activities do not significantly interfere with the performance of the Employee's
responsibilities as an employee of the Company in accordance with this
Agreement.
3. Compensation. (a) Base Salary. During the Employment Period, the
Employee shall receive an annual base salary ("Annual Base Salary") at least
equal to twelve times the monthly base salary paid or payable to the Employee
immediately prior to the date hereof. During the Employment Period, the Annual
Base Salary shall be reviewed for increase at least annually and shall be
increased pursuant to each such review by a percentage no less than the
percentage increase in the United States Consumer Price Index -- All Urban
Consumers, as published by the Bureau of Labor Statistics of the U.S.
Department of Labor, for the calendar year immediately preceding such review.
Any increase in the Annual Base Salary shall not limit or reduce any other
obligation of the Company under this Agreement. Following any increase in the
Annual Base Salary, the term "Annual Base Salary" shall thereafter refer to the
Annual Base Salary as so increased.
(b) Annual Bonus. In addition to the Annual Base Salary, the
Employee shall be eligible to be awarded, for each fiscal year or portion of a
fiscal year ending during the Employment Period, an annual bonus (the "Annual
Bonus"), in accordance with the Company's annual incentive plans then in effect.
Each Annual Bonus shall be paid in a single cash lump sum no later than 90 days
after the end of the fiscal year or portion thereof for which the Annual Bonus
is awarded, unless
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the Employee elects in writing, before the beginning of the fiscal year for
which the Annual Bonus is to be awarded, to defer receipt of the Annual Bonus.
(c) Other Benefits. During the Employment Period: (i) the Employee
shall be entitled to participate in all incentive, savings and retirement plans,
practices, policies and programs of the Company in accordance with the plans,
practices, programs and policies of the Company in effect for the Employee as of
the date hereof; and (ii) the Employee and/or the Employee's family, as the case
may be, shall be eligible for participation in, and shall receive all benefits
under, all welfare benefit plans, practices, policies and programs
provided by the Company (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life insurance, group life
insurance, accidental death and travel accident insurance plans and programs,
and key employee insurance) in accordance with the plans, practices, programs
and policies of the Company set forth, from time to time, in the Company's
Employee Manual.
(d) Expenses. During the Employment Period, the Employee shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Employee in carrying out the Employee's duties under this Agreement,
provided that the Employee complies with the policies, practices and procedures
of the Company for submission of expense reports, receipts, or similar
documentation of such expenses.
(e) Fringe Benefits. During the Employment Period, the Employee
shall be entitled to fringe benefits in accordance with the plans, practices,
programs and policies of the Company in effect from time to time.
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(f) Vacation. During the Employment Period, the Employee shall be
entitled to paid vacation annually in accordance with the plans, policies,
programs and practices of the Company in effect from time to time.
4. Termination of Employment. (a) Death or Disability. The
Employee's employment shall terminate automatically upon the Employee's death
during the Employment Period. The Company shall be entitled to terminate the
Employee's employment because of the Employee's Disability during the Employment
Period. "Disability" means that the Employee has been unable, for a period of
180 consecutive business days, to perform the Employee's essential duties under
this Agreement, as a result of physical or mental illness or injury. A
termination of the Employee's employment by the Company for Disability shall be
communicated to the Employee by written notice, and shall be effective on the
30th day after receipt of such notice by the Employee (the "Disability Effective
Date"), unless the Employee returns to full-time performance of the Employee's
essential duties before the Disability Effective Date.
(b) By the Company. (i) The Company may terminate the Employee's
employment during the Employment Period for Cause or without Cause. "Cause"
means: (i) the Employee's failure to perform the duties of his or her employment
in any material respect after notice from the Company and failure to cure within
ten (10) business days after delivery of such notice, (ii) malfeasance or gross
negligence in the performance of Employee's duties of employment, (iii) the
engaging by the Employee in activities that involve intentional misconduct, a
knowing violation of law, fraud, misappropriation or deliberate dishonesty, (iv)
the Employee's commission of a felony under the laws of the United States or any
state thereof (whether or not in connection with his or her employment), (v) the
Employee's material breach of any of the material provisions of Section 7 of
this Agreement after notice from the Company specifying such breach and, if such
breach is curable, the Employee fails to cure such breach within ten (10)
business days after delivery of such notice, or (vi) any other act or omission
by the Employee (other than an act or omission resulting from the exercise by
the Employee of good faith business judgment) which is materially injurious to
the financial condition or the business reputation of the Company or any of its
divisions or affiliated companies. For purposes of this Agreement, the term
"affiliated companies" means all companies controlled by, controlling or under
common control with the Company.
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(c) Good Reason. (i) The Employee may terminate employment for Good Reason
or without Good Reason at any time. "Good Reason" as used herein means:
A. any action by the Company that results in a significant
diminution in the Employee's position or duties that is not remedied by the
Company promptly after receipt of written notice thereof from the Employee;
B. any material failure by the Company to comply with any provision
of Section 3 of this Agreement, other than an isolated and inadvertent failure
that is not taken in bad faith, that is not remedied by the Company promptly
after receipt of written notice thereof from the Employee;
C. any termination of the Employee's employment by the Company for
other than Cause, death or Disability; or
D. any failure by the Company to comply with paragraph (c) of
Section 9 of this Agreement.
(ii) A termination of employment by the Employee for Good Reason
shall be effectuated by giving the Company written notice ("Notice of
Termination for Good Reason") of the termination, setting forth in reasonable
detail the specific conduct of the Company that constitutes Good Reason and the
specific provision(s) of this Agreement on which the Employee relies. A
termination of employment by the Employee for Good Reason shall be effective on
the fifth business day following the date when the Notice of Termination for
Good Reason is given, unless the notice sets forth a later date (which date
shall in no event be later than 30 days after the notice is given).
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(d) No Waiver. The failure to set forth any fact or circumstance in
a Notice of Termination for Cause or a Notice of Termination for Good Reason
shall not constitute a waiver of the right to assert, and shall not preclude the
party giving notice from asserting, such fact or circumstance in an attempt to
enforce any right under or provision of this Agreement.
(e) Date of Termination. The "Date of Termination" means the date of
the Employee's death, the Disability Effective Date, the date on which the
termination of the Employee's employment by the Company for Cause or without
Cause or by the Employee for Good Reason is effective, or the date that is ten
(10) days after the date on which the Employee gives the Company notice of a
termination of employment without Good Reason, as the case may be.
5. Obligations of the Company upon Termination.
(a) Other Than for Cause, Death or Disability; Good Reason. If,
during the Employment Period, the Company terminates the Employee's employment,
other than for Cause, Death or Disability, or the Employee terminates employment
for Good Reason, the Company shall pay the amounts described in subparagraph (b)
below to the Employee in a lump sum in cash within 30 days after the Date of
Termination. The payments provided pursuant to this paragraph (a) of Section 5
are intended as liquidated damages for a termination of the Employee's
employment by the Company other than for Cause, Death or Disability or for the
actions of the Company leading to a termination of the Employee's employment by
the Employee for Good Reason, and shall be the sole and exclusive remedy
therefor.
(i) The amounts to be paid in a lump sum as described above are:
a. The Employee's accrued but unpaid cash compensation (the
"Accrued Obligations"), which shall equal the sum of (1) any portion
of the Employee's Annual Base Salary through the Date of Termination
that has not yet been paid, (2) an amount (the "Accrued Bonus
Amount") equal to the product of (x) the target Annual Bonus for the
year of termination (the "An-
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nual Bonus Amount") and (y) a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of
Termination, and the denominator of which is 365; (3) any
compensation previously deferred by the Employee (together with any
accrued interest or earnings thereon) that has not yet been paid;
and (4) any accrued but unpaid Annual Bonuses and vacation pay;
b. Severance pay equal to the product of (x) the sum of (1)
the Annual Base Salary and (2) the Annual Bonus Amount and (y) a
fraction, the numerator of which is the greater of (A) number of
days remaining from the Date of Termination until the end of the
Employment Period and (B) 180 days, and the denominator of which is
365;
c. An amount equal to the aggregate amounts that the Company
would have contributed on behalf of the Employee under the Thrift
Savings Plan of the Company, if said plan shall be in effect, for
two years after the Date of Termination (plus estimated earnings
thereon) as if the Employee continued in the employ of the Company
for such period and made contributions under said plan at a rate, as
a percentage of salary, equal to the average rate at which the
Employee had made contributions to said plan in the three (3) fiscal
years of the Company preceding the Date of Termination;
d. To the extent that any form of compensation previously
granted to the Employee, such as, by way of example only, restricted
stock, stock options or performance share awards, shall not be fully
vested or shall require additional service as an employee at the
time of the termination of the Employee's employment with the
Company, the Employee shall be credited
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with additional service through the period ending three years after
the Date of Termination; and
e. For two years after the Date of Termination (but not beyond
the time when Executive becomes eligible for comparable insurance
coverage offered on comparable terms by any subsequent employer),
the Employee shall also continue to participate in all life, health,
disability and similar insurance plans and programs of the Company
to the extent that such continued participation is possible under
the general terms and provisions of such plans and programs, with
the Company and the Employee paying the same portion of the cost of
each such plan or program as existed at the time of the Employee's
termination. In the event that the Employee's continued
participation in any group plans and programs is not permitted, then
in lieu thereof, the Company shall acquire, with the same cost
sharing, individual insurance policies providing comparable coverage
for the Employee; provided that the Company shall not be obligated
to pay for any such individual coverage more than two times
Company's cost of such group coverage; and provided further, if any
such individual coverage is unavailable, then the Company shall pay
to the Employee annually for two years following the Date of
Termination an amount equal to the sum of the average annual
contributions, payments, credits, or allocations made by the Company
for such insurance on the Employee's behalf over the two (2) fiscal
years of the Company preceding the Date of Termination, which amount
shall be pro rated for any fraction of a year.
(ii) The benefits to be continued as described above are benefits to
the Employee and/or the Employee's family at least as favorable as those that
would have been provided to them under clause (ii) of paragraph (c) of Section 3
of this Agreement if the
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Employee's employment had continued until the second anniversary of the Date of
Termination; provided, however, that during any period when the Employee is
eligible to receive such benefits under another employer-provided plan, the
benefits provided by the Company under this subparagraph may be made secondary
to those provided under such other plan. For purposes of determining eligibility
(but not the time of commencement of benefits) of the Employee for retiree
benefits under this subparagraph, the Employee shall be deemed to have continued
employment with the Company until the second anniversary of the Date of
Termination.
(b) Cause; Other than for Good Reason; Death, Disability. If the
Employee's employment is terminated by the Company for Cause during the
Employment Period, the Company shall pay the Employee the Annual Base Salary
through the Date of Termination, the amount of any accrued vacation pay and the
amount of any compensation previously deferred by the Employee (together with
any accrued interest or earnings thereon), in each case to the extent not yet
paid and, other than as provided under Section 7(d) hereof, the Company shall
have no further obligations under this Agreement. If the Employee voluntarily
terminates employment during the Employment Period, other than for Good Reason,
the Company shall pay the Accrued Obligations other than the Accrued Bonus
Amount to the Employee in a lump sum in cash within 30 days after the Date of
Termination and, other than as provided under Section 7(d) hereof, the Company
shall have no further obligations under this Agreement.
If the Employee's employment is terminated by reason of the
Employee's death or Disability during the Employment Period, this Agreement
shall terminate without further obligations to the Employee's legal
representatives under this Agreement, other than for payment of the Accrued
Obligations.
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6. Non-Exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Employee's continuing or future participation in any plan,
program, policy or practice provided by the Company for which the Employee may
qualify, nor shall anything in this Agreement limit or otherwise affect such
rights as the Employee may have under any contract or agreement with the
Company. Vested benefits and other amounts that the Employee is otherwise
entitled to receive under any plan, policy, practice or program of, or any
contract or agreement with, the Company on or after the Date of Termination
shall be payable in accordance with such plan, policy, practice, program,
contract or agreement, as the case may be, except as explicitly modified by this
Agreement.
7. Confidential Information; Noncompetition. (a) The Employee
understands that in the course of his employment by the Company, the Employee
will receive confidential information concerning the business or purposes of the
Company, and which the Company desires to protect. The Employee agrees that he
will not at any time during or after the Employment Period reveal to anyone
outside the Company or use for his own benefit any such information that has
been designated as confidential by the Company or reasonably should be
understood by the Employee to be confidential without specific written
authorization by the Company. The Employee further agrees not to use any such
confidential information or trade secrets in competing with the Company at any
time during or after his employment by the Company.
(b) The Employee agrees that the Employee will not, at any time
during the Noncompetition Period (as defined below), without the prior written
consent of the Chief Executive Officer of the Company, directly or indirectly
employ, or solicit the employment of (whether as an employee, officer, director,
agent, consultant or independent contractor), any person who was or is at any
time during the previous twelve (12) months an employee, representative, officer
or director of the Company or any of its affiliated companies (except for such
employment by the Company or any of its affiliated companies).
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(c) During the Noncompetition Period, the Employee shall not engage
in or become associated with a Competitive Business, without the prior written
consent of the Chief Executive Officer of the Company.
For purposes of this Section 7:
(A) the "Noncompetition Period" means the period from the date
hereof through the date that is (X) the date on which the Employee's
employment hereunder is terminated (1) by the Employee for Good
Reason or (2) by the Company without Cause, or (Y) if the Employee's
employment is terminated by the Employee other than for Good Reason
or by the Company for Cause, the date that is the later of (1) the
second anniversary of the date of such termination, and (2) if such
termination occurs during the initial two-year Employment Period
(disregarding any extension), the second anniversary of the date
hereof;
(B) a "Competitive Business" means any business identified as
such by the Company from time to time prior to the termination of
Employee's employment that competes in any business engaged in by
the Company or any of its affiliated companies, or any other person
or entity that (i) competes (or intends to compete, if the Employee
has Knowledge of such intention) with the Company's or any of its
affiliated companies' business as conducted on the date that the
Employee's employment with the Company terminates, or (ii)
manufactures or sells (or intends to manufacture or sell, if the
Employee has Knowledge of such intention) products or services, that
compete with products or services manufactured
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or sold, or contemplated by existing research and development to be
manufactured or sold, by the Company or any of its affiliated
companies, as of the date the Employee's employment with the Company
terminates, in any geographic area in which the Company then
conducts business; and
(C) the Employee shall be considered to have become
"associated with a Competitive Business" if the Employee becomes
directly or indirectly involved as an owner, principal, employee,
officer, director, independent contractor, consultant,
representative, stockholder, financial backer, agent, partner,
advisor, lender, or in any other individual or representative
capacity with any individual, partnership, corporation or other
organization that is engaged in a Competitive Business.
Notwithstanding the foregoing, the Employee may make and retain
investments during the Noncompetition Period in less than five (5)
percent of the equity of any entity engaged in a Competitive
Business, if such equity is listed on a national securities exchange
or regularly traded in an over-the-counter market. As used in this
Section 7(c), Knowledge means the Employee is aware or should be
aware of such fact.
(d) In consideration for the Employee's agreement to be bound by the
noncompetition convenant of Section 7(c) above, the Company shall pay to the
Employee an aggregate amount equal to one-half of the sum of (1) the Annual Base
Salary and (2) the Annual Bonus Amount (together, the "Noncompetition
Consideration") in cash, in equal monthly installments (the "Installments")
during the portion of the Noncompetition Period, if any, following the date on
which the Employee's employment with the Company terminates; provided, that if
the Employee breaches the noncompetition convenant of Section 7(c) above, then
the Company shall have no further obligation to pay any unpaid Installment, and
the Employee shall be required to return to the Company
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all Installments that had previously been paid, together with interest thereon
at the applicable federal rate as defined in Section 1274(d) of the Internal
Revenue Code of 1986, as amended, from the date the Installment was paid to the
Employee through the date the Employee repays it to the Company. No
Noncompetition Consideration shall be payable to the Employee if the Employee's
employment terminates by reason of death or Disability. The Noncompetition
Consideration, if any, shall be in addition to, and not in lieu of, any amounts
otherwise payable to the Employee under this Agreement.
(e) All plans, discoveries and improvements, whether patentable or
unpatentable, made or devised by the Employee, whether alone or jointly with
others, from the date of the Employee's initial employment by the Company and
continuing until the end of the Employment Period and any subsequent period when
the Employee is employed by the Company or its affiliated companies, relating or
pertaining in any way to the Employee's employment with or the business of the
Company or any of its affiliated companies, shall be promptly disclosed in
writing to the Board of Directors of the Company and are hereby transferred to
and shall redound to the benefit of the Company, and shall become and remain its
sole and exclusive property. The Employee agrees to execute any assignments to
the Company or its nominee, of the Employee's entire right, title and interest
in and to any such discoveries and improvements and to execute any other
instruments and documents requisite or desirable in applying for and obtaining
patents or copyrights, at the expense of the Company, with respect thereto in
the United States and in all foreign countries, that may be required by the
Company. The Employee further agrees, during and after the Employment Period, to
cooperate to the extent and in the manner required by the Company, in the
prosecution or defense of any patent or copyright claims or any litigation, or
other proceeding involving any trade secrets, processes, discoveries or
improvements covered by this Agreement, provided that all necessary expenses
thereof shall be paid by the Company.
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(f) The Employee acknowledges and agrees that: (i) the purpose of
the foregoing covenants is to protect the goodwill, trade secrets and other
Confidential Information of the Company; (ii) because of the nature of the
business in which the Company and its affiliated companies are engaged and
because of the nature of the confidential information to which the Employee has
access, it would be impractical and excessively difficult to determine the
actual damages of the Company and its affiliated companies in the event the
Employee breached any of the covenants of this Section 7; and (iii) remedies at
law (such as monetary damages) for any breach of the Employee's obligations
under this Section 7 would be inadequate. The Employee therefore agrees and
consents that if the Employee commits any breach of a covenant under this
Section 7 or threatens to commit any such breach, the Company shall have the
right (in addition to, and not in lieu of, any other right or remedy that may be
available to it) to temporary and permanent injunctive relief from a court of
competent jurisdiction, without posting any bond or other security and without
the necessity of proof of actual damage. With respect to any provision of this
Agreement finally determined by a court of competent jurisdiction to be
unenforceable, the Employee and the Company hereby agree that such court shall
have jurisdiction to reform this Agreement or any provision hereof so that it is
enforceable to the maximum extent permitted by law, and the parties agree to
abide by such court's determination. If any of the covenants of this Agreement
are determined to be wholly or partially unenforceable in any jurisdiction, such
determination shall not be a bar to or in any way diminish the Company's right
to enforce any such covenant in any other jurisdiction.
8. Arbitration. (a) Claims Subject to Arbitration. The Company
and the Employee mutually consent to the resolution by arbitration in Hartford,
Connecticut of all claims or controversies, whether or not arising out of
Employee's employment (or its termination), that the Company may have against
the Employee or that the Employee may have against the Company or against its
officers, directors, shareholders, employees or agents in their capacity as
such. Any such arbitration shall be conducted in accordance with the
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employment dispute resolution rules and procedures of the American Arbitration
Association. The claims covered by this Agreement include, but are not limited
to, claims for wages or other compensation due; claims for breach of any
contract or covenant (express or implied); tort claims; claims for
discrimination (including, but not limited to, race, sex, religion, national
origin, age, marital status, or medical condition, handicap or disability);
claims for benefits (except where an employee benefit or pension plan specifies
that its claims procedure shall culminate in an arbitration procedure different
from this one), and claims for violation of any federal, state, or other
governmental law, statute, regulation, or ordinance, except claims excluded in
the subparagraph (b) below.
(b) Claims Not Subject to Arbitration. Claims the Employee may have
for workers' compensation or unemployment compensation benefits are not covered
under this Section 8. Also not covered are claims by the Company for injunctive
and/or other equitable relief for breach of the Employee's covenant not to
compete, for unfair competition or for the use or unauthorized disclosure of
trade secrets or confidential information, as to which the Employee understands
and agrees that the Company may seek and obtain relief from a court of competent
jurisdiction, without any obligation on the part of the Company to submit any
related issue to arbitration before seeking such relief.
9. Successors. (a) This Agreement is personal to the Employee and, without
the prior written consent of the Company, shall not be assignable by the
Employee otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Employee's
legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
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(c) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "Company" shall mean both
the Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.
10. Miscellaneous. (a) Governing Law; Forum. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Connecticut, without reference to principles of conflict of laws. Subject to the
provisions of Section 8 of this Agreement, the courts of record of the State of
Connecticut or the Courts of the United States located in the State of
Connecticut shall have exclusive jurisdiction over any suit, action or other
proceeding arising out of this Agreement and, in the event that it is brought,
any such suit, action or other proceeding arising out of this Agreement shall be
filed in the Hartford Superior Court of the State of Connecticut or the United
States District Court in Hartford, Connecticut. The parties hereto hereby
irrevocably consent to the jurisdiction of each such court in any such suit,
action or proceeding.
(b) Notices. All notices and other communications under this
Agreement shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Employee:
------------------
Franklin R. Witney
8 Dogwood Court
Woodbridge, Connecticut 06525
If to the Company:
-----------------
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Packard BioScience Company
800 Research Parkway
Meriden, Connecticut 06450
Attention: General Counsel
or to such other address as either party furnishes to the other in writing in
accordance with this paragraph (b) of Section 10. Notices and communications
shall be effective when actually received by the addressee.
(c) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. If any provision of this Agreement shall
be held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the fullest
extent consistent with law.
(d) Amendment. This Agreement may not be amended or modified except
by a written agreement executed by the parties hereto or their respective
successors and legal representatives.
(e) Withholding of Taxes. Notwithstanding any other provision of
this Agreement, the Company may withhold from amounts payable under this
Agreement all federal, state, local and foreign taxes that are required to be
withheld by applicable laws or regulations.
(f) Waiver. The Employee's or the Company's failure to insist upon
strict compliance with any provision of, or to assert any right under, this
Agreement (including, without limitation, the right of the Employee to terminate
employment for Good Reason
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pursuant to paragraph (c) of Section 4 of this Agreement) shall not be deemed to
be a waiver of such provision or right or of any other provision of or right
under this Agreement.
(g) Entire Agreement. The Employee and the Company acknowledge that
this Agreement constitutes the entire understanding between the parties hereto,
and supersedes any prior understandings and agreements, whether oral or written,
concerning the subject matter hereof.
(h) Headings. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.
(i) Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute but one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Employee has hereunto set the Employee's
hand and the Company has caused this Agreement to be executed by its duly
authorized representative, all as of the day and year first above written.
/s/ Franklin R. Witney
-------------------------------------------
Franklin R. Witney
PACKARD BIOSCIENCE COMPANY
By: /s/ Ben D. Kaplan
--------------------------------------
Name: Ben D. Kaplan
Title: Vice President and Chief
Financial Officer
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