EXHIBIT 10.30
June 25, 2002 CONFIDENTIAL
Mr. Victor H. Woolley
Dear Vic:
This letter confirms and summarizes our mutual understanding and agreement
regarding the changes in your employment with the Company, which were effective
as of June 1, 2002.
1. For the period of June 1, 2002 - May 24, 2003 (Period A), you shall
continue to be employed by the Company, on a thirty hour work week basis, as its
V.P. Strategic Planning . In this capacity you shall report directly to the
Chief Executive Officer of the Company, have primary responsibility for managing
Investor Relations but may also be required to undertake and perform other
duties and responsibilities requested of you from time to time by the Chief
Executive Officer.
2. Following Period A and for the period of May 25, 2003 - May 24, 2004
(Period B), you shall continue to be employed by the Company (although not as
the Company's V.P. Strategic Planning ), on a twenty hour work week basis,
reporting directly to the Chief Financial Officer. In this capacity you shall
have primary responsibility for Investor Relations but may also be required to
undertake and perform any other duties, responsibilities and assignments
requested of you from time to time by the Chief Financial Officer.
3. During Period A and B, you agree to devote the required time and
attention to the business and affairs of the Company and shall not, without the
consent in writing of the Chief Executive Officer undertake any other business
or occupation or become an officer, employee, agent or consultant of any
company, firm or individuals, nor hold more than 5% of the issued shares or
stock of any company that is a competitor to the Company.
4. During Period A and so long as you perform the duties and
responsibilities requested, you shall continue (i) to be paid your current
annual base salary as prorated for a thirty hour work week and you will be
eligible to receive all or a portion of your calendar year 2002 incentive bonus
payment, in accordance with the terms of such bonus plan; (ii) to receive all
Company benefits which you currently receive (or benefits substantially similar
to those you currently receive) under the Company's life insurance, health,
accident and disability and 401K plans in which you were participating prior to
June 1, 2002, excluding your Severance Agreement benefit (which is discussed
below), at the same level of contribution by the Company and yourself as was in
place just prior to June 1, 2002; (iii) to accrue vacation at the Company's
standard accrual rate based on a thirty hour work week; and (iv) to vest any
unexercised and outstanding Company stock options, in accordance with the terms
of the applicable stock option plan and agreement.
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5. During Period B and so long as you perform the duties and
responsibilities requested, you shall continue (i) to be paid your current
annual base salary as prorated for a twenty hour work week; (ii) to receive
health care benefits, which includes medical, dental and vision benefits, at the
same level of contribution by the Company and yourself as was in place during
Period A; (iii) to accrue vacation at the Company's standard accrual rate based
on a twenty hour work week; and (iv) to vest any unexercised and outstanding
Company stock options, in accordance with the terms of the applicable stock
option plan and agreement.
6. In the event the Company is unable to provide you with the benefits
described in paragraphs 4(ii) and/or 5(ii) without invalidating the Company's
benefit plans or programs under applicable statutes or revenue regulations, the
Company shall either reimburse you for the cost of obtaining the benefit(s)
elsewhere or pay you the cost attributed to the purchase of such benefit up to
an aggregate maximum reimbursement or payment of fifteen thousand dollars
($15,000).
7. You understand that notwithstanding anything to the contrary herein, the
Company may, in its absolute discretion and upon written notice, terminate your
employment for "Cause," in which event you shall have no right to receive and
the Company shall have no obligation to provide any of the payments or benefits
contained herein. "Cause" is defined as: (i) the continued failure by you to
substantially perform your duties and responsibilities (other than a failure
resulting from your incapacity due to physical or mental illness) that is not
cured within thirty days after a written demand for substantial performance is
delivered to you which specifies your nonperformance; (ii) the engaging by you
in conduct which results in demonstrable and material monetary harm to the
Company or its subsidiaries or in the reasonable opinion of the Board brings you
or the Company into disrepute; (iii) the failure or refusal by you to comply
with the lawful directions or instructions of your supervisor or the Company on
any material matter; (iv) any material breach by you of your non-disclosure and
confidentiality agreement and/or obligations or any other written agreement you
have with the Company; (v) the use by you of drugs or of alcohol in a manner
which materially affects your ability to perform your employment duties and/or
responsibilities; (vi) any material act of dishonesty directed at the Company or
any client of the Company; or (vii) your conviction by a court of competent
jurisdiction or your pleading nono contendere (no contest) to any criminal
offense involving dishonesty or breach of trust or any felony or crime of moral
turpitude.
8. In the event you terminate your employment with the Company for "Good
Reason," by providing written notice of such termination which specifies the
reasons, you shall have the right to receive and the Company shall have the
obligation to provide the payments and benefits described herein, as though you
were still employed. "Good Reason" shall mean the occurrence (without your
express written consent) of any one of the following acts by the Company or
failures by the Company to act, unless such act or failure to act is corrected
within thirty days of a written notice of termination from you to the Company
which specifies the act or failure to act: (i) the assignment to you of any
duties inconsistent with your skill set and experience; (ii) any reduction in or
failure to pay or provide the salary payments and/or benefits specified in this
letter; or (iii) the relocation of your principal place of employment to a
location that is more than twenty five (25) miles from your then current
principal place of employment.
9. In the event your employment with the Company is terminated for Cause or
you are unable to perform your duties and responsibilities due to disability or
death, or you resign from your employment
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with the Company in each instance prior to May 24, 2002, you shall have no right
to receive and the Company shall have no obligation to provide any of the
payments or benefits contained herein, except that you or your heirs and
successors shall be entitled to any disability or life insurance benefits which
were in place prior to the date of such employment termination.
10. In addition to any obligations imposed by law upon any successor to the
Company, 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 to expressly assume and agree to perform
this letter agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place.
11. In consideration of the foregoing, you agree that the Severance
Agreement dated May 24, 2002 between yourself and the Company ("Severance
Agreement") is terminated as of the date you execute this letter agreement and
that nothing contained herein shall provide any basis for nor give you any
ability to claim (i) termination of employment for any reason, including Good
Reason under such Severance Agreement, (ii) a severance payment or benefit under
such Severance Agreement, or (iii) any change in the vesting schedule or
exercise period of any stock options or other equity based award and that you
expressly waive any rights under such Severance Agreement. You further agree,
upon request of the Company, to sign a separate Termination Amendment to the
Severance Agreement in the form attached hereto as Attachment A.
If the foregoing accurately reflects your understanding of our agreement, kindly
sign and date this letter agreement in the space indicated below.
Sincerely, Acknowledged and Agreed to by:
/s/ Linda Palmer /s/ Victor H. Woolley
Name: Linda Palmer Name: Victor H. Woolley
V.P. Human Resources
Date: June 25, 2002
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ATTACHMENT A
TERMINATION AMENDMENT
TO THE
SEVERANCE AGREEMENT
BETWEEN
GSI LUMONICS INC.
AND
VICTOR H. WOOLLEY
This Termination Amendment is entered into this __________ day of June, 2002
between GSI Lumonics Inc. with corporate offices at 105 Schneider Road, Kanata,
Ontario Canada K2K 1Y3 ("Company") and Victor H. Woolley of 287 Hillside Street,
Milton, Mass. 02186 ("Executive") for the express purpose of terminating the
Severance Agreement dated May 24, 2001 ("Severance Agreement") entered into
between the Company and the Executive. In the event of a conflict between the
Severance Agreement and this Amendment thereto, this Amendment shall prevail and
govern.
For valuable consideration, the receipt of which is acknowledged, the Company
and the Executive hereby agree that notwithstanding anything to the contrary in
the Severance Agreement, said Severance Agreement is terminated as of the date
set forth above and each party waives any rights it has or may have arising out
of, relating to, or under the Severance Agreement as of the date hereof and each
party releases the other party (including any of its subsidiaries and
affiliates, and their respective directors, officers, employees, agents and
representatives, if applicable) from any claims, obligations and/or liabilities
it has or may have arising out of, relating to, or under the Severance Agreement
as of the date hereof.
IN WITNESS WHEREOF, this Termination Amendment to the Severance Agreement is
made and entered into as of the date first written above.
GSI LUMONICS INC. EXECUTIVE
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Name: Name: Victor H. Woolley
Title: Address:___________________
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___________________________
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