Exhibit 10(c)(x)
EMPLOYMENT AGREEMENT
This Agreement is made as of May 30, 2001 by and between American Science &
Engineering, Inc. (the "Company"), a Massachusetts corporation having its
principal place of business in Billerica, Massachusetts, and Andrew R. Morrison,
(the "Executive").
The Company desires to retain the services of the Executive, and the Executive
is willing to render such services, in accordance with the terms hereinafter set
forth.
Accordingly, the Company and the Executive agree as follows:
1. The Company agrees to employ the Executive as, and the Executive agrees to
perform the duties of Vice President, Chief Financial Officer of the Company.
2. (a) The Executive's weekly salary shall be $3,846.15 ("Base Salary") payable
not less frequently than on a monthly basis in accordance with standard company
policy for executives. At the end of six (6) months of employment, the
Executive's weekly Base Salary will increase to $4,038.46. The Executive shall
also be eligible for an annual bonus in an amount of up to fifty (50%) percent
of Base Salary (annualized) based on Executive's performance, as determined by
the Company's CEO, of specific goals to be determined by the CEO.
(b) The Company will include the Executive in all life insurance,
disability insurance, medical and all other benefit plans maintained by the
Company for the benefit of its Executives.
3. (a) The Company shall pay to the Executive the "Severance Payment" in the
event that the Executive is terminated by the Company within sixty (60) days
prior to or twelve (12) months after the occurrence of a "Change of Control," as
defined below. The Severance Payment shall be made at the time of such
termination.
(b) The "Severance Payment" shall be a one-time payment equal to the
higher of: (i) the Executive's base salary for one year at the annual rate in
effect one month prior to the occurrence of the Change of Control, or (ii) the
Executive's base salary for one year at the annual rate in effect at the time of
such termination. The Severance Payment shall also include the continuation of
all benefits received by the Executive prior to termination for a period equal
to the lesser of one year or the start of new employment by the Executive in
which he receives substantially similar benefits.
(c) A "Change of Control" shall be deemed to have occurred if:
(i) any person (as defined in Section 13 (d) or 14 (d)(2) of
the Securities Exchange Act of 1934) shall have become the beneficial
owner of 50 percent or more of the combined voting power of the
Company's voting securities;
(ii) the Continuing Directors shall have ceased for any reason
to constitute a majority of the Board of Directors of the Company. For
this purpose, a "Continuing Director" shall include members of the
Board of Directors of the Company as of the date of this Agreement and
any person nominated for election to the Board of Directors of the
Company by a vote of the majority of the then Continuing Directors;
(iii) the stockholders approve the complete liquidation or
dissolution of the Company, or
(iv) the stockholders approve by the requisite vote any of the
following transactions:
(a) a merger or consolidation of the Company (except
for a merger in respect of which no vote of the stockholders
of the Company is required);
(b) a sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series
of transactions), whether as part of a dissolution or
otherwise, of assets of the Company or of any direct or
indirect majority-owned subsidiary or the Company (other than
to any direct or indirect wholly-owned subsidiary or to the
Company) having an aggregate market value equal to 50% or more
of either the aggregate market value of all of the assets of
the Company determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the
Company immediately prior to the transaction; or
(c) a tender or exchange offer for 50% or more of the
outstanding voting stock of the Company.
4. (a) If the Executive is terminated for any reason other than (i) "Cause" (as
defined below); or (ii) pursuant to a Change of Control as defined in Paragraph
3 (such reasons other than (i) or (ii) are hereinafter referred to as
"Termination for Convenience") the Executive shall receive an amount equal to
the greater of the amount that would be due under the Company's then-current
severance policy, if any, or six months of his then-current Base Salary,
payable, at the Company's option, on the last date of his employment or in
weekly installments. In case of Termination for Convenience, the Executive shall
be entitled to a continuation of all benefits being received by him at the time
of termination for the lesser of six (6) months from the date of termination, or
until the date in which the Executive begins new employment in which he receives
substantially similar benefits. If the Executive is Terminated for Convenience
within twelve (12) months after a change in the Company's President/CEO, the
Executive shall be entitled to receive the Severance Payment described in
Paragraph 2(b) in place of the benefits described in this Paragraph 3.
(b) For the purposes of this Agreement, "Cause" shall mean: (i) the
determination by the President of the Company that the Executive has failed to
perform his duties in the course of his employment under this Agreement
consistent with those of a Vice President, Chief Financial Officer, or has
failed to follow the reasonable instructions of, or to meet the goals set by,
the President of the Company; or (ii) the final conviction of the Executive for,
or his plea of nolo contendere to, a felony or any other crime that involves
fraud, dishonesty or moral turpitude.
5. The Company may not assign all or any part of its obligations under this
Agreement, except to a successor as provided for in this paragraph. The Company
will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company expressly to assume and agree to perform this Agreement to
the same extent that the Company would be required to perform it if no
succession had taken place. As used in this Agreement, unless the context
requires otherwise, the "Company" shall mean the Company as defined above or any
successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement, by operation of law, or otherwise. This Agreement shall
inure to the benefit of and be enforceable by and binding upon (i) any such
successor and (ii) the Executive's personal or legal representatives, executors,
administrators and designated beneficiaries.
6. This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral and written
agreements, understandings and commitments between the parties relating to this
Agreement. Notwithstanding the foregoing, the Executive shall at all times
remain subject to all policies and procedures of the Company that relate to
employees of the Company, except to the extent that this Agreement contains
terms or provisions that are contrary to or provides greater benefits than such
policies and procedures, in which case this Agreement shall control. No
amendment to this Agreement shall be made except by a written instrument signed
by both parties.
7. The Executive agrees that, during the term of employment by the Company and
during an additional period of (1) year which shall commence at the date of
termination of Executive's employment, he will not:
(a) directly or indirectly work for, consult with, be affiliated with or
otherwise provide services for any competitor of the Company, including without
limitation any entity that designs, manufactures or sells x-ray inspection
equipment;
(b) Hire, solicit, or attempt to induce any employee of the Company to
leave its employ and to work directly or indirectly for or with Executive or any
employer or contractor of Executive; or
(c) Directly or indirectly, individually or for or with any other
party, provide any type of service(s) to any person or entity which was, during
the last 12 months of Executive's employment, a customer or account of the
Company, as would permit, enable or assist such customer in providing, for
itself or others, products or services like or similar to those products or
services which had been provided to such customer by the Company during the 12
month period preceding the termination of his employment.
8. If any agreement or covenant made by the Executive herein shall, to any
extent, be determined by any court having jurisdiction as being too broad in
area, time, or both, or otherwise to any extent held invalid, then the part or
parts which are determined to be invalid or unenforceable shall be severed and
the remaining parts of this Agreement shall continue in full force and effect.
9. Executive acknowledges that a breach or threatened breach of any commitment
made by Executive in this Agreement could cause irreparable injury to the
Company; that damages would not adequately compensate the Company for such
breach or threatened
breach and that such damages would be difficult to determine. Therefore,
Executive agrees that the Company shall be entitled to such equitable and
injunctive relief as may be available to restrain or prevent a breach or
contemplated breach of any of the obligations of the Executive in this
Agreement. The Company shall have this right in addition to damages and any
other remedy available at law or in equity.
10. The Appendix A AS&E Proprietary Information Procedure is attached hereto and
incorporated into this Agreement.
11. This Agreement shall be construed and enforced under and be governed in all
respects by the law of the Commonwealth of Massachusetts, without regard to the
conflict of law principles thereof.
12. This Agreement supercedes all prior agreements.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed on its
behalf by a duly authorized officer and the Executive has executed this
instrument, all as of the date set forth above.
AMERICAN SCIENCE & ENGINEERING, INC.
By: /s/ Ralph S. Sheridan
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Ralph S. Sheridan, CEO and President
/s/ Andrew R. Morrison
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Andrew R. Morrison