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EXHIBIT 10(gg)
NOVAMETRIX MEDICAL SYSTEMS INC.
56 Carpenter Lane
Wallingford, Connecticut 06492
September 20, 1996
Mr. Joseph A. Vincent
25 Sheffield Circle
Stratford, Connecticut 06497
Dear Joe:
We have had a number of discussions concerning your employment with
Novametrix Medical Systems Inc., a Delaware corporation (the "Company"). Based
on these discussions and in order to induce you to continue in the employment of
the Company, the Company and you hereby agree as follows:
15. Payment of Bonus. The Company agrees to pay to you a cash
bonus in the amount of $20,000. Such bonus shall be paid to you not later than
October 30, 1996.
16. Restrictions on Transferability of the Shares. You currently
hold the options described on Exhibit A attached hereto to purchase an aggregate
of 45,000 shares (collectively, the "Shares" and individually a "Share") of the
common stock, $.01 par value per share ("Common Stock"), of the Company. You
agree that you shall not sell, assign, transfer, gift, devise, bequeath,
hypothecate or otherwise dispose of any of the Shares, except as provided for in
this Agreement. Any disposition or purported disposition of Shares in violation
of this Agreement shall be null and void and shall not be recorded on the books
of the Company. Notwithstanding the foregoing:
(a) Disposition of Vested Shares and Shares which are not Vested
Shares. Shares which are "vested" in accordance with the following schedule (the
"Vested Shares") may be disposed of in the manner set forth in Subsection (b) or
(d) of this Section 2.
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Cumulative number
of Shares which are
Vested Shares
-------------
On or before March 23, 1997....... 0
March 24, 1997 to
September 19, 1997............... 10,000
September 20, 1997 to
March 19, 1998.................... 25,000
On or after March 20, 1998........ 45,000
Shares which are not Vested Shares (the "Unvested Shares") may be
disposed of only in the manner set forth in Subsection (c) or (d) of this
Section 2.
(b) Vested Shares. Vested Shares held by you may be transferred
by you without restriction.
(c) Termination of Your Employment. (i) If you shall cease to be
employed by the Company, by reason of a termination by the Company for Due Cause
(as hereafter defined) or a voluntary resignation by you, the Company shall have
the right (but not the obligation) to purchase from you all or any portion of
the Unvested Shares owned by you at the time you cease to be employed by the
Company. Such right to purchase shall be exercisable by written notice to that
effect given by the Company to you within 60 days after you have ceased to be
employed by the Company, as aforesaid. Upon the giving of such written notice,
you shall for all purposes cease to be a stockholder of the Company as to the
Unvested Shares covered by such notice and shall have no rights against the
Company or any other person in respect of such Unvested Shares except the right
to receive payment for such Unvested Shares in accordance herewith.
Notwithstanding the provisions of Subsection (a) of this Section 2, Unvested
Shares not so purchased by the Company shall upon the expiration of such 60-day
period become Vested Shares.
(ii) At the time and date specified in the notice given by the
Company referred to in clause (c)(i), which date shall in no event be more than
15 days after the expiration of the 60-day period for the exercise of the right
to purchase set forth therein, you shall deliver to the Company, at the business
headquarters of the Company, the Unvested Shares to be sold by you in due and
proper form for transfer, against payment by the Company of the purchase price
therefor, as determined in accordance with clause (c)(iv).
(iii) Notwithstanding the provisions of Subsection (a) of this
Section 2, if you shall cease to be employed by the Company for any reason other
than a termination by the Company for Due Cause or a voluntary resignation by
you,
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Unvested Shares shall upon such termination become Vested Shares. A voluntary
resignation shall not include a termination by you by reason of your death or
disability.
(iv) The per Share purchase price for the Unvested Shares payable by
the Company pursuant to clause (c)(ii) shall be equal to the price paid by you
to the Company for such Unvested Shares. The number of Unvested Shares to be
purchased and the per Share purchase price pursuant to this clause (c)(iv) shall
be appropriately adjusted by the Board of Directors of the Company to reflect
any subdivision or combination of the Common Stock of the Company or any stock
dividend or like event.
(v) For purposes of this Agreement, "Due Cause" shall mean (A) gross
negligence or willful misconduct by you in the performance of the duties of your
employment with the Company, or (B) your conviction in a court of law of any
felony; provided, however, that you shall be given written notice by a majority
of the Board of Directors of the Company that it intends to terminate your
employment for Due Cause, which written notice shall specify the act or acts
upon which the majority of the Board of Directors of the Company intends so to
terminate your employment, and you shall then be given the opportunity, within
ten (10) days of your receipt of such notice, to have a meeting with the Board
of Directors of the Company to discuss such act or acts. If the basis of such
written notice is other than an act or acts described in clause (B), you shall
be given ten (10) days after such meeting within which to cease or correct the
performance (or nonperformance) giving rise to such written notice and, upon
your failure within such ten (10) days to cease or correct such performance (or
nonperformance), your employment by the Company shall automatically be
terminated hereunder for Due Cause.
(vi) Upon the written consent of the Company, Unvested Shares may be
pledged by you to a lender in connection with any loan to you by such lender. It
shall be a condition to obtaining the Company's consent to a pledge of Unvested
Shares that the lender shall execute a copy of this Agreement and shall hold
such Unvested Shares subject to the provisions of this Agreement, and to such
other conditions as the Company, in its sole discretion, may require.
(d) Disposition to Family Members. Shares held by you may be
transferred by you to or for the benefit of a member of your immediate family.
For the purpose of this Agreement, the term "immediate family" shall mean your
spouse and children (and the direct lineal descendants of your children). It
shall be a condition to the validity of any transfer of Shares permitted by the
provisions of this Subsection (d) that the transferee shall execute a copy of
this Agreement, shall hold such Shares subject to the provisions of this
Agreement, and shall make no further transfer of such Shares, except in
compliance with the terms and conditions of this Agreement.
17. Voting of Shares. You shall have the right to vote the
Shares, whether Vested Shares or Unvested Shares.
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18. Notice. Any notice under this Agreement shall be in writing
and delivered personally or sent by certified mail, return receipt requested,
addressed, as the case may be, (i) to the Company at its address set forth at
the head of this Agreement or such other address as may hereafter be designated
by the Company by notice to you in the manner provided herein; and (ii) to you
at your address set forth at the head of this Agreement or such other address as
may hereafter be designated by you by notice to the Company in the manner
provided herein. All notices personally delivered shall be deemed to have been
given when delivered and all notices sent by mail shall be deemed to have been
given three business days after mailing.
19. Successors. The terms, covenants and conditions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, legal representatives, successors, permitted
transferees and assigns.
20. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut applicable to
agreements made and to be performed entirely within such State.
21. Entire Agreement. This Agreement sets forth the entire
understanding of the parties hereto, and no modifications of or amendments to
this Agreement shall be binding on the parties hereto unless in writing and
signed by them.
22. Integration. This Agreement supersedes all prior
understandings, negotiations, and agreements relating to the subject matter
hereof.
23. Severability. If any provision herein contained shall be held
to be illegal or unenforceable, such holding shall not affect the validity or
enforceability of the other provisions of this Agreement.
24. Reorganization, Etc. The provisions of this Agreement shall
apply mutatis mutandis to any shares or other securities resulting from any
stock split or reverse split, stock dividend, reclassification, subdivision,
consolidation or reorganization of any shares or other securities of the
Company, to any shares or other securities resulting from any recapitalization,
consolidation, merger or reorganization of the Company and to any shares or
other securities of the Company or any successor company or of any parent of
such successor company which may be received by you by virtue of your ownership
of any shares of Common Stock of the Company.
25. Captions. The captions appearing herein are for the
convenience of the parties only and shall not be construed to affect the meaning
of the provisions of this Agreement.
* * *
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If you are in agreement with the foregoing, please execute and
deliver to the undersigned the enclosed counterpart of this Agreement, whereupon
this Agreement shall become a binding agreement between us.
Very truly yours,
NOVAMETRIX MEDICAL SYSTEMS INC.
By/s/ William J. Lacourciere
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Accepted and agreed to as
aforesaid:
/s/ Joseph A. Vincent
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Joseph A. Vincent
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EXHIBIT A
Options Granted to Joseph Vincent to Acquire Restricted Shares
===================================================================================================================
Grant Date Term Total Shares Exercisable Shares Exercise Price
- -------------------------------------------------------------------------------------------------------------------
90/03/27 10YRS 20,000 20,000 $2.00
- -------------------------------------------------------------------------------------------------------------------
90/08/28 10YRS 10,000 10,000 1.00
- -------------------------------------------------------------------------------------------------------------------
91/02/26 10YRS 5,000 5,000 1.25
- -------------------------------------------------------------------------------------------------------------------
92/12/01 10YRS 10,000 10,000 2.625
===================================================================================================================
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