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EXHIBIT 2
CONFORMED COPY
April 25, 1980
Mr. Burton Andrew Dole, Jr.
16 Captain Forbush
Acton, Massachusetts 01720
Dear Mr. Dole:
Pursuant to authorization of its Board of Directors (the
"Board"), Puritan-Bennett Corporation ("Puritan-Bennett") hereby agrees to
employ you as chief executive officer of Puritan-Bennett and by your acceptance
hereof you hereby accept such employment, upon the terms and conditions
hereinafter set forth.
1. Term, Compensation and Services
1.1 The term of your employment pursuant to this
agreement shall commence within 30 days after this date on a date convenient to
you and shall expire, subject to earlier termination of employment as
hereinafter provided, five years thereafter. On each anniversary date of the
commencement of your employment the term of your employment shall be
automatically extended for an additional one-year period unless, on or prior to
any such anniversary date your employment shall have been terminated as
hereinafter provided.
1.2 During the term of your employment, you will be
compensated at the annual rate as may from time to time be fixed by resolution
of the Board, provided, however, that your annual rate of compensation shall in
no event be less than $120,000, and provided further that such minimum annual
rate may be increased by resolution of the Board which resolution shall be
binding on Puritan-Bennett for the remaining term of this agreement. Your
annual compensation shall be payable semi-monthly and you shall be reimbursed
for business, travel and entertainment expenses in accordance with
Puritan-Bennett's prevailing policies. In its discretion the Board may pay you
additional salary or
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April 25, 1980
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bonuses, and, of course, Puritan-Bennett will observe the provisions of its
letter to you dated April 19, 1980.
1.3 You agree to devote your full business time and
efforts to the rendition of such services to Puritan-Bennett as may be
designated by the Board, subject, however, to temporary illness and customary
vacations. You will at all times be subject to the direction and supervision
of the Board. You may devote a reasonable amount of time to civic and
community affairs but shall not perform services during the term of your
employment for any other business organization in any capacity without the
prior consent of the Board.
2. Termination
2.1 Your employment shall be subject to termination by
Puritan-Bennett at any time for cause if you shall fail in any material respect
to perform your duties hereunder other than by reason of illness, shall breach
any provision hereof in any material respect, or shall engage in any dishonest
or fraudulent acts or conduct in the performance of your duties to Puritan-
Bennett. In addition, your employment hereunder shall terminate upon your
resignation or retirement from employment, whether voluntary or in accordance
with any prevailing retirement policy of Puritan-Bennett. Upon any termination
under this paragraph 2.1 all obligations of Puritan-Bennett hereunder shall
immediately terminate and, without limiting the foregoing, Puritan-Bennett
shall have no obligation under this agreement to make payments to you in
respect of any period subsequent to such termination.
2.2 Your employment shall be subject to termination by
Puritan-Bennett at any time without cause by notifying you in writing of such
termination not less than ten days prior to the effective date thereof. Upon
any termination of employment pursuant to this paragraph 2.2, Puritan-Bennett
shall be obligated to pay to you, or to your estate if you shall not be living,
the amount of compensation, at the minimum annual rate then in effect, which
would have otherwise been payable to you for the remaining term of this
agreement assuming no further extensions of the term of employment hereunder
pursuant to paragraph 1.1 hereof. The total amount owing to you or your estate
under this paragraph 2.2 shall be paid in not more than ninety equal monthly
installments as the Board, in its discretion, may determine. Installment
payments shall commence as soon as practicable following the effective date of
termination and shall not bear interest. For purposes of this paragraph 2.2
any material breach by Puritan-Bennett of its obligations hereunder which are
not cured after thirty days written notice given to Puritan-Bennett by you,
may, at your option, be treated by you as a termination of your employment
without cause.
2.3 You shall have the option to terminate your
employment hereunder in the event that: (i) Puritan-Bennett shall merge or
consolidate with any other corporation(s)
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wherein Puritan-Bennett shall not be the surviving corporation; (ii)
Puritan-Bennett shall liquidate or dissolve or shall sell, transfer or
otherwise dispose of substantially all of its properties, business and assets;
or (iii) any other corporation, person, entity or group thereof acting in
concert shall directly or indirectly acquire control of voting stock of
Puritan-Bennett representing 50% or more of all voting stock of
Puritan-Bennett, provided that appointment as a proxy for purposes of voting
shares at any meeting of stockholders shall not be considered to be a direct or
indirect acquisition of control of the shares subject to such proxy. Upon
occurrence of any of the foregoing events and you shall have a period of ninety
days thereafter to exercise the termination option herein provided by giving
written notice of such exercise to Puritan-Bennett. If you shall exercise such
option by reason of an event or events specified in the foregoing clause (i) or
clause (ii) of this paragraph 2.3, Puritan-Bennett shall be obligated to pay to
you such amount in such manner as in the event of a termination without cause
pursuant to paragraph 2.2 hereof. If you shall exercise such option by reason
of the event specified in the foregoing clause (iii) of this paragraph 2.3,
Puritan-Bennett shall be obligated to pay to you, in not more than fifty-four
installments, an amount equal to three years' compensation at the minimum
annual rate then in effect. Installment payments hereunder shall commence as
soon as practicable following exercise of the termination option and shall not
bear interest.
2.4 In the event of your death prior to the effective
date of any termination of your employment pursuant to paragraph 2.1, 2.2 or
2.3 hereof, Puritan-Bennett shall be obligated to pay to your estate, in not
more than thirty-six monthly installments, an amount equal to two years'
compensation at the minimum annual rate in effect hereunder at the date of
death. Installment payments shall commence as soon as practicable following
the date of death and shall not bear interest.
2.5 In no event shall any termination of your employment
under any provision of this agreement relieve you from complying fully with
your agreements set forth in paragraph 3.1 hereof.
3. Non-Competition Agreement
3.1 During the term of your employment and for a period
of sixty months following termination of employment for any reason, or
following expiration of the term hereof, you agree that you will not: (i)
directly on indirectly compete with Puritan-Bennett, or engage in or act as an
officer or director, or on an individual basis as an employee or an agent of
any entity which is engaged in any business in which Puritan-Bennett is engaged
at the time of such termination; or (ii) divulge to anyone any trade secret or
corporate information concerning Puritan-Bennett or otherwise use any such
information to the detriment of Puritan-Bennett.
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3.2 The foregoing paragraph 3.1 shall not prohibit you
from investing in any securities of any corporation whose securities, or any of
them, are listed on a national securities exchange or traded in the
over-the-counter market if you shall own less than 3% of the outstanding voting
stock of the corporation.
4. General Provisions
4.1 In the event you shall inquire, by written notice to
Puritan-Bennett, whether any proposed action on your part would be considered
by Puritan-Bennett to be prohibited by or in breach of the terms hereof,
Puritan-Bennett shall have forty-five days after the giving of such notice to
express in a writing to you its position with respect thereto, and in the event
such writing shall not be given to you, such proposed action (as set forth in
your notice to Puritan-Bennett) shall not be a violation of or in breach of the
terms hereof.
4.2 Except as context otherwise requires, references
herein to Puritan-Bennett shall include its subsidiaries, references to the
Board shall include committees thereof to the extent that any applicable powers
of the board are or shall be delegated to any such committees, and references
to the term of your employment shall include all periods of extension
subsequent to the initial term hereof.
4.3 The terms and conditions hereof shall constitute the
entire agreement between the parties and shall supersede all prior written or
oral understandings between you and Puritan-Bennett, except for its letter to
you dated April 19, 1980. The agreement may not be amended or altered except
in a writing signed by the parties and approved by a resolution of the Board.
Neither party may assign its rights hereunder without the written consent of
the other.
4.4 All notices required or permitted to be given
pursuant to this agreement shall be given in writing, if to you, then at the
address set forth at the beginning hereof; and, if to Puritan-Bennett, then to
the Secretary of Puritan-Bennett at Puritan-Bennett's corporate
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office. All notices shall be deemed to have been given when delivered in
person or, if mailed, 48 hours after depositing same in the United States mail,
properly addressed, and postage prepaid.
Very truly yours,
PURITAN-BENNETT CORPORATION
By /s/ John B. Francis
Chairman of the Board
Acceptance:
The foregoing terms and conditions
are accepted and agreed to effective
this 25th day of April, 1980.
/s/ Burton Andrew Dole, Jr.
Burton Andrew Dole, Jr.