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EXHIBIT 10.22
EMPLOYMENT AGREEMENT
This Employment Agreement, dated as of the 7th day of July,
1993 (the "Agreement"), is entered into between GenRad, Inc., a
Massachusetts corporation with offices at 300 Baker Avenue,
Concord, Massachusetts 01742 (the "Company"), and James F. Lyons,
an individual residing at 8 Pinnacle Mountain Road, Simsbury,
Connecticut 06070 (the "Employee").
In consideration of the mutual covenants contained herein,
the parties agree as follows:
1. Term of Employment.
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A. The Company agrees to employ the Employee and the
Employee agrees to serve the Company until July 7, 1996,
unless the employment of the Employee is terminated earlier
in accordance with the terms of this Agreement. During the
period of employment, the Employee shall devote his full
business time during normal business hours to the business
and affairs of the Company, except that the Employee shall
have the right to participate in civic, cultural and
charitable activities and to manage personal investments so
long as such activities in the aggregate do not significantly
interfere with the performance of the Employee's duties for
the Company. During such period of employment, the Company
shall pay the Employee a salary of not less than $325,000 per
annum, payable in accordance with the Company's standard
payroll practices, provided that the Employee's base salary
may be reduced prior to a Change in Control of the Company
(as such term is defined in Section 2 below) in accordance
with a general salary reduction applicable to substantially
all of the officers of the Company and the Company's
affiliates, taken as a whole (for purposes hereof,
"affiliates" means any entities controlled by, controlling or
under common control with the Company at the time of any such
reduction, and "Company" includes any successors to the
business of the Company). During such period of employment,
the Employee shall also be entitled to receive fringe
benefits at a level consistent with those for which employees
of the same grade level and seniority are eligible, including
participation in retirement plans, stock plans and incentive
compensation and bonus programs, vacation and sick time, and
medical, dental, life insurance and other similar benefits.
B. The Employee shall serve as the President and Chief
Executive Officer and as a director of the Company, and shall
report to the Company's Board of Directors.
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2. Salary Continuation.
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A. If the Company terminates the Employee's employment
without cause prior to July 7, 1996 (any such action being
hereafter referred to as an "Involuntary Termination"), the
Company shall:
(i) Continue to provide the Employee, at the
Company's expense, with the full level of medical,
dental and similar health benefits for which the
Employee was eligible immediately prior to the
Involuntary Termination, until the earlier to occur of
(a) the Employee's full time employment by another
company, or (b) the second anniversary of the
Involuntary Termination (whether or not such period ends
after July 7, 1996).
(ii) During the period commencing with the date of
the Involuntary Termination and ending 12 months
thereafter (whether or not such period ends after
July 7, 1996 and regardless of whether the Employee has
become employed by another company), continue to pay the
Employee's base salary as in effect immediately prior to
the Involuntary Termination at the same time intervals
as salary payments were made to the Employee immediately
prior to the Involuntary Termination.
(iii) During the period, if any, following
completion of the 12-month period referred to in
paragraph (ii) above, and ending 12 months thereafter
(whether or not such period ends after July 7, 1996 and
regardless of whether the Employee has become employed
by another Company), pay the Employee, at the same time
intervals as salary payments were made to the Employee
immediately prior to the Involuntary Termination, an
amount equal to (a) his base salary immediately prior to
the Involuntary Termination minus (b) any salary or
other compensation earned by the Employee from other
employment; it being understood that the Employee shall
use reasonable efforts to find new employment suitable
to his training and performance (provided that the
Employee shall not be required to move his residence to
accept new employment).
(iv) Provide reasonable executive outplacement
support.
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Notwithstanding the foregoing, an Involuntary Termination
shall be deemed to have occurred, and the Employee shall be
entitled to the benefits set forth in this Section 2A, if the
Employee voluntarily terminates his employment on account of
the occurrence of any of the following events after a Change
in Control of the Company: (i) the assignment to the Employee
of any duties inconsistent in any respect with the highest
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities attained
by the Employee during the period of his employment by the
Company; (ii) a failure of the Company to comply with the
terms of Section 1; (iii) a relocation of the Employee
outside the metropolitan Boston area; or (iv) a decrease in
the Employee's compensation (including base salary, bonus or
fringe benefits). For purposes hereof, "Change in Control of
the Company" shall have the meaning set forth in the
Company's 1991 Equity Incentive Plan, as adopted by the Board
of Directors of the Company on March 29, 1991 (and without
regard to any subsequent amendments thereto).
B. If the Employee voluntarily elects to terminate his
employment (any such action being hereafter referred to as a
"Voluntary Termination"), the Company shall:
(i) Continue to provide the Employee, at the
Company's expense, with the full level of medical,
dental and similar health benefits for which the
Employee was eligible immediately prior to the Voluntary
Termination, until the last day of the Employee's full
time employment by the Company.
(ii) Continue to pay the Employee's base salary as
in effect immediately prior to the Voluntary
Termination, at the same time intervals as salary
payments were made to the Employee immediately prior to
the Voluntary Termination, until the last day of the
Employee's full time employment by the Company.
3. DEATH, RESIGNATION OR TERMINATION FOR CAUSE. The
Employee shall have no rights under Sections 1 and 2, and this
Agreement shall immediately terminate, in the event the Employee
dies, is incapacitated for a continuous period of 180 days or is
terminated for cause (as defined in Section 4 below). Notwithstanding
anything herein to the contrary, the parties shall have the right to
terminate the Employee's employment with the Company under the
following terms and conditions:
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A. The Company shall have the right to terminate the
Employee's employment at any time upon 30 days' notice to the
Employee, subject to the Employee's rights in Section 2A
above; and
B. The Employee shall have the right to terminate his
employment at any time upon 60 days' notice to the Company,
subject to the Employee's rights in Section 2B above.
4. TERMINATION FOR CAUSE. The Company may terminate the
employment of the Employee for cause. For purposes hereof,
"cause" shall exist only if the Employee (i) engages in fraud in
the performance of his duties for the Company, or (ii) is
convicted of or pleads guilty or no contest to any felony
involving moral turpitude.
5. NON-DISCLOSURE AND NON-COMPETITION.
A. The Employee agrees that all confidential
information relating to the Company's business is the
exclusive property of the Company. The Employee agrees not
to make unauthorized use or disclosure of such confidential
information during the period of his employment by the
Company and for a period of five years thereafter.
B. During the period of employment and, in the event
the Employee's employment is terminated for cause or if the
Employee voluntarily terminates his employment with the
Company (other than for reasons set forth in the first
sentence of the last paragraph of Section 2A), for a period
of one year after the expiration thereof, the Employee will
not, directly or indirectly, as an individual proprietor,
partner, stockholder, officer, employee, director, joint
venturer, investor, lender or in any other capacity
whatsoever (other than as the holder of not more than one
percent (1%) of the total outstanding stock of a publicly
held company), engage in the business of developing,
producing, marketing or selling automatic test equipment for
electronic printed-circuit boards or automotive applications.
6. MISCELLANEOUS.
A. The Company may assign its rights and obligations
under this Agreement to a successor to all or substantially
all of the business and/or assets of the Company. The
Company will 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 assume expressly and agree to perform this
Agreement to the same extent that the Company would be
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required to perform it had no such succession taken place.
The obligations of the Employee under this Agreement are
personal and shall not be assigned.
B. The Company agrees to pay promptly as incurred, to
the full extent permitted by law, all legal fees and expenses
which the Employee may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Company,
the Employee or others of the validity or enforceability of,
or liability under, any provision of this Agreement.
C. This Agreement may be amended only by a written
agreement signed by the Employee and the Company.
D. This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.
E. All notices or elections required or permitted
under this Agreement shall be in writing, signed by the party
giving such notice or election, and shall be effective upon
personal delivery, three days after deposit in the United
States Post Office, by registered or certified mail, postage
prepaid, or one business day following deposit with Federal
Express or another nationally recognized overnight courier
service, postage prepaid, addressed to the other party at the
address shown above, or at such other address or addresses as
either party may designate to the other in accordance with
this Section 6E.
F. The provisions of Sections 2 and 5 shall survive
the termination of this Agreement.
IN WITNESS WHEREOF, the Employee and the Company have
executed this Agreement as of the date set forth above.
EMPLOYEE: GENRAD, INC.
/s/ JAMES F. LYONS By: /s/ JAMES H. WRIGHT
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James F. Lyons Title: Director