EXHIBIT 10.17
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SEVERANCE AGREEMENT
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THIS SEVERANCE AGREEMENT (this "Agreement") is entered into this 11th
day of March, 1998, effective as of January 1, 1998 by and between MARQUETTE
MEDICAL SYSTEMS, INC., a Wisconsin corporation (the "Company"), and TIMOTHY C.
MICKELSON, an individual residing at 4414 River Willow Court, Mequon, Wisconsin
53092 ("Mickelson"); and
WHEREAS, Mickelson has been a Director and executive officer of the
Company and by virtue of such position has extensive knowledge, contacts and
experience relating to the Company's product line, marketing plans and
strategies, customer base and financial affairs; and
WHEREAS, Mickelson has ended his employment with the Company effective
December 31, 1997 and has submitted his resignation from all offices in the
Company and as a Director thereof and the Company wishes to induce Mickelson to
refrain from competing or aiding others in competing with the Company during
1998;
NOW, THEREFORE, in consideration of these premises and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
15. In consideration of Mickelson's covenants hereinafter contained, the
Company agrees to pay to Mickelson, severance payments in the amount of
Twenty-Two Thousand Nine Hundred Seventeen ($22,917.00) Dollars per month
payable no less often than monthly during the one-year period ending
December 31, 1998 (the "Payment Period") while this Agreement remains in
effect.
16. Notwithstanding the foregoing, the severance payments otherwise
payable under Section 1 shall be reduced by the amount of any compensation
earned or received by Mickelson as an officer or employee of any other
company during the Payment Period. Mickelson agrees to notify the Company
of all such amounts earned or received during the Payment Period and, at
the request of the Company, to provide the Company with a copy of his
Federal and state income tax returns for 1998, within thirty (30) days
after they are filed.
17. Mickelson agrees that if, during the Payment Period, he becomes
employed by or associated as an employee, partner, consultant, investor,
member or agent or officer or director with any of the following companies,
the Company's obligation to continue to make payments hereunder shall
immediately terminate and, to the extent any payments are thereafter made,
the Company shall have the right to recover any such payments made
following such affiliation, to-wit:
Hewlett Packard Datex
Space Labs Siemens
Nihon Cohden Fukuda
Protocol
Quinton Instruments Physio Control
18. In addition to the amounts payable pursuant to Section 1, the Company
agrees to pay to Mickelson, within 20 days following the execution of this
Agreement, the sum of Fifty-One Thousand Six Hundred Forty-Five ($51,645)
Dollars, less applicable withholding, representing Mickelson's pro rated
incentive bonus for the year ending April 30, 1998.
19. Mickelson's rights to exercise his stock options under Option
Agreement Nos. 82, 88, 89, 117 and 184, to and only to the extent vested as
of December 31, 1997, anything therein contained to the contrary
notwithstanding, may be exercised by Mickelson (or in the event of
Mickelson's death, by Mickelson's successor in interest) on or before
January 1, 2000.
20. The Company agrees to maintain Mickelson's insurance coverage under
its health and dental insurance plan through December 31, 1998, at no cost
to Mickelson, and to permit Mickelson to exercise his COBRA rights as of
that date.
21. The Company agrees to reimburse Mickelson for out-placement services
incurred by Mickelson during 1998, to a maximum of $23,000.
22. Mickelson shall have the right to exercise his conversion rights under
his group term life insurance policy in accordance with the terms of that
policy.
23. Mickelson hereby confirms his prior resignation from all offices and
directorships held by him in the Company.
24. Except for Mickelson's claims hereunder and his rights to accrued
benefits under the Company's Profit Sharing-401(k) Plan or Deferred
Compensation Plan, Mickelson releases and forever discharges the Company
from and against any and all claims that he now has against the Company by
reason of any cause, matter, thing, occurrence or event whatsoever prior to
the effective date of this Agreement. Mickelson specifically agrees that
any claims of discrimination on the basis of age pursuant to the Age
Discrimination Act of 1967, as amended, which he shall or may have against
the Company or connected in any way with his employment with the Company,
are hereby waived. Mickelson acknowledges that he has been advised to
consult with legal counsel before signing this Agreement and has done so or
has had the opportunity to do so and has had twenty-one (21) days from the
date of this Agreement within which to consider it. Mickelson may, within
seven (7) calendar days following the date of execution of this Agreement,
cancel and terminate this Agreement by giving written notice of
cancellation and termination to the Company and by returning any payments
that have been made to him pursuant to the provisions of Sections 1 or 4
since the date of execution of this Agreement.
25. All notices hereunder shall be given in writing by hand delivery or by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the parties at the following respective addresses, or at such
other address as may from time to time be designated by either party to the
other hereunder in accordance with this Section 11:
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To Mickelson:
Timothy C. Mickelson
4414 River Willow Court
Mequon, Wisconsin 53092
To the Company:
Marquette Medical Systems, Inc.
8200 Tower Avenue
Milwaukee, Wisconsin 53203
Attention: Chairman of the Board
All such notices and communications hereunder shall be effective
and deemed given, if mailed, on and as of the date of receipt, as evidenced by
the acknowledgment of receipt issued with respect thereto by the applicable
postal authorities and, if delivered by hand, on and as of the date of receipt,
as evidenced by the signed acknowledgment of receipt of the person to whom such
notice or communication shall have been addressed, as applicable.
26. In case any one or more of the provisions of this Agreement should be
invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired thereby.
27. The parties hereby agree that this Agreement, and the respective
rights, duties and obligations of the parties hereunder, shall be governed
by and construed in accordance with the laws of the State of Wisconsin,
without giving effect to principles of conflict of law thereunder.
28. This Agreement shall not be assignable, in whole or in part, by either
party without the prior written consent of the other party and any
attempted assignment without such prior written consent shall be void.
29. This Agreement may not be amended, terminated or superseded except by
an agreement in writing between the Company and Mickelson.
30. This Agreement and the provisions thereof shall be binding upon and
inure to the benefit of, in the case of Mickelson, his heirs,
beneficiaries, personal representatives, executors, successors and
permitted assigns, and, in the case of the Company, its respective
successors and permitted assigns.
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31. This Agreement may be executed in any number of duplicate
counterparts, each of which shall be deemed an original hereof but all of
which together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed the day and year first above written.
MARQUETTE MEDICAL SYSTEMS, INC.
BY:____________________________
CHAIRMAN OF THE BOARD
____________________________
TIMOTHY C. MICKELSON
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