Employment Agreement - CTI Molecular Imaging Inc. and Joseph Sardano
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into between CTI
Molecular Imaging, Inc., a Delaware corporation ("Company"), and Joseph Sardano
("Employee"), as of CTI Molecular Imaging, Inc., April 27, 2004 (the "Effective
Date"). The Company and the Employee are sometimes referred to herein as the
"Parties".
WHEREAS, Employee is currently employed by the Company; and
WHEREAS, the Company desires to employ the Employee as Senior Vice
President, CTI Solutions of the Company, and Employee is willing to serve the
Company in such capacity on the following terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the Parties hereby agree as follows:
1. Employment. The Company hereby employs the Employee and the Employee
hereby accepts employment with the Company upon the terms and conditions set
forth herein.
2. Duties and Responsibilities.
2.1 Extent of Service. The Employee shall, during the term of this
Agreement, devote his full time, attention, energies and business efforts to his
duties as an employee of the Company as are necessary to carry out his duties
specified in Section 2.2 below. The Employee shall not, during the term of this
Agreement, engage in any other business activity if such business activity would
impair in any material respect the Employee's ability to carry out his duties
hereunder.
2.2 Position and Duties. The Employee shall serve the Company as
Senior Vice President, CTI Solutions, to perform the services and functions set
forth herein and such additional services and functions as the Employee and the
Company shall mutually agree in writing.
2.3 Resources. The Employee shall be provided with the resources
reasonably needed to perform the duties set forth in Section 2.2 above.
3. Salary and Other Benefits.
3.1 Salary. As compensation for his services as Senior Vice President, CTI
Solutions during the term of his employment under this Agreement, the Employee
shall be paid an annual salary of not less than $225,000.00 (retroactively
effective July 1, 2003), payable in accordance with the then current payroll
policies of the Company, but in no event less frequently than once
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each month. Such salary shall be subject to change annually. The annual salary
being paid to Employee hereunder at any given point of time is hereafter
referred to as his "Base Salary". The next annual review of the base salary will
be conducted on July 1, 2004.
3.2 Stock Options. Employee is being provided with a grant of options to
acquire 50,000 shares of common stock of CTI Molecular Imaging, Inc. The options
will be granted on the 10th day of the month following the date of execution of
this Agreement and will have an exercise price equal to the fair market value of
the stock closing price the day prior to the grant date. The options will vest
at 33.3% beginning on the fist anniversary of the grant date. The options will
be subject to the terms and conditions of the CTI Molecular Imaging 2002 Long
term Incentive Plan.
3.3 Other Benefits. As long as the Employee is employed by the Company
under the terms of this Agreement, the Employee shall be entitled to receive the
following benefits in addition to his Base Salary:
(a) The Employee shall have the right to participate in all group
benefit plans of the Company (including without limitation, disability,
accident, medical, life insurance, hospitalization and pension) generally
available to other senior executives of the Company.
(b) The Employee shall be entitled to reimbursement from the Company
for reasonable out-of-pocket expenses incurred by him in the course of the
performance of his duties hereunder, including reasonable attorneys' fees
incurred by him in connection with this Agreement and in connection with his
services as Senior Vice President, CTI Solutions.
(c) The Employee shall be eligible for participation in incentive,
bonus, and stock option compensation programs generally available to other
comparable executives of the Company. A specific plan for the current fiscal
year will be defined and attached as a part of this Agreement. An annual plan
will be devised and mutually agreed upon by the Employee and the Company.
(d) The Employee shall be entitled to such vacation, holidays and
other paid or unpaid leaves of absence as are generally available to other
personnel of the Company.
(e) The Employee shall be entitled to a professional expense and car
allowance of $12,000 per year, paid every two weeks.
4. Term. The term of this Agreement shall be for a period of two (2)
years from the Effective Date (the "Initial Term"). Upon expiration of the
Initial Term, the term of this Agreement shall automatically extend for
additional one (1) year periods, unless either Party gives written notice at
least ninety (90) days in advance of the expiration of the then current period
of employment of such Party's intent not to extend the term of this Agreement.
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5. Termination and Resignation. The Company shall have the right to
terminate the Employee's employment hereunder at any time and for any reason.
Upon any termination by the Company, the Employee shall be entitled to receive
from the Company payment of the amount determined pursuant to the applicable
subparagraph of Section 6 below. The Employee shall have the right to terminate
his employment hereunder at any time by resignation, and he shall thereupon be
entitled to receive from the Company prompt payment of the amount determined
pursuant to the applicable subparagraph of Section 6 below.
6. Payments Upon Termination and Resignation.
6.1 Payments Upon Termination for Cause, Death, Disability or Voluntary
Resignation. If (a) the Company at any time terminates the Employee's employment
for Cause, or (b) the Employee voluntarily resigns for any reason other than for
Good Reason, or (c) the Employee at any time dies or becomes disabled (being
defined as the inability of the Employee to perform his normal employment duties
for a consecutive six (6) month period during the term of this Agreement because
of either physical or mental incapacity), then in each case the Employee shall
be entitled to receive only his accrued and unpaid Base Salary and any other
accrued and unpaid benefits due Employee in accordance with Section 3.3
(including incentive bonus compensation) as of the date of termination plus
reimbursement of expenses through the date of termination in accordance with
Section 3.3(b). In the event of death or disability, any vested stock options
will become the property of survivors.
6.2 Payments Upon Termination Without Cause or Resignation for Good
Reason. If the Company terminates the Employee's employment without Cause or the
Employee resigns for Good Reason, then in each case the Employee shall be
entitled to receive a lump sum amount equal to (a) his then Base Salary and
bonus and incentive pay for the remaining time period under this Agreement, but
not less than 24 months, and any other accrued and unpaid benefits due Employee
in accordance with Section 3.3 (including incentive bonus compensation) as of
the date of termination plus reimbursement of expenses through the date of
termination in accordance with Section 3.3(b).
6.3 Definition of "Cause". For purposes of this Agreement, termination
by the Company of the Employee's employment for "Cause" shall mean termination
of the Employee's employment by the Company, by written notice to the Employee
specifying the event(s) relied upon for such termination, due to (a) conviction
of, or a plea of guilty or nolo contendre by Employee to any felony or crime
involving dishonesty or fraud or (b) a material breach of Employee's obligations
under this Agreement.
6.4 Definition of "Good Reason". For purposes of this Agreement, "Good
Reason" shall mean:
(i) the assignment to Employee of any duties inconsistent in
any respect with Executive's position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities as contemplated
by Section 2.2 of this Agreement, or any other action by the Company which
results in a diminution in such position, authority, duties or
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responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by Employee;
(ii) any failure by the Company to comply with any of the
provisions of this Agreement, other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by Employee;
(iii) the Company's requiring Employee to be based at any
office or location other than in Knoxville, Tennessee or the Company's requiring
Employee to travel on Company business to a substantially greater extent than
required immediately prior to the Effective Date;
(iv) any purported termination by the Company of Employee's
employment otherwise than as expressly permitted by this Agreement;
(v) any other material breach by the Company of any provision of
this Agreement.
Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good Reason
hereunder. For purposes of this Section 6.4, any good faith determination of
"Good Reason" made by Employee shall be conclusive.
7. Restrictive Covenants.
7.1 Covenants Against Competition. Employee acknowledges that (a)
the business of the Company and its affiliates is PET and PET/CT scanners,
detector material products, and PET radiopharmaceuticals, and that the business
of the Company and its affiliates will change from time to time as the Company
and/or its affiliates expand their scope of services, expand their products or
acquire additional affiliates (all of which are referred to collectively as the
"Company Business"); and (b) Employee's work relating to Company Business will
bring him into close contact with many confidential matters not readily
available to the public.
7.2 Non-Compete. During the term of this Agreement and for a period
of twelve months following the termination of Employee's employment with the
Company, whether Employee's employment terminates pursuant to the provisions of
Section 5 of this Agreement or otherwise (collectively, the "Restricted
Period"), Employee covenants and agrees that he will not, without the express
approval of the Board, anywhere in the world engage in any business directly or
indirectly, as an individual, partner, shareholder, officer, director,
principal, agent, employee, trustee, consultant or in any other relationship or
capacity, if such business is competitive with the Company Business; provided,
however, that Employee may own, directly or indirectly, solely as an investment,
securities of any entity if Employee (a) is not a controlling person with
respect to such entity and (b) does not, directly or indirectly, own five
percent or more of any class of the securities of such entity.
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7.3 Trade Secrets; Confidential Information. Employee covenants and
agrees that at all times during and after the Restricted Period, he shall keep
secret and not disclose to others or appropriate to his own use or the use of
others any trade secrets, or secret or confidential information or knowledge
pertaining to the Company Business or the affairs of the Company or its
affiliates, including without limitation trade know-how, trade secrets,
consultant contracts, customer lists, pricing policies, operational methods,
marketing plans or strategies, product development techniques or plans, business
acquisition plans, new personnel acquisition plans, technical processes, designs
and design projects, inventions and research projects. Information shall not be
deemed confidential or secret for purposes of this Agreement if it is generally
known in the industry.
7.4 Rights and Remedies Upon Breach. If Employee breaches, or
threatens to commit a breach of, any of the provisions of Sections 7.2 and 7.3
of this Agreement (collectively, the "Restrictive Covenants"), the Company shall
have the following rights and remedies, each of which shall be independent of
the other and severally enforceable, and all of which shall be in addition to,
and not in lieu of, any other rights and remedies available to the Company: (a)
the right and remedy to have any of the Restrictive Covenants specifically
enforced by any court having jurisdiction, it being hereby acknowledged and
agreed by Employee that any such breach or threatened breach will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company; and (b) the right and remedy to require Employee
to account for and pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits derived or received by Employee as a
result of any transactions constituting a breach of any of the Restrictive
Covenants, and Employee shall account for and pay over such benefits to the
Company.
8. Notice. All notices, requests, demands and other communications given
under or by reason of this Agreement shall be in writing and shall be deemed
given when delivered in person, by facsimile or when mailed, by certified mail
(return receipt requested), postage prepaid, addressed as follows (or to such
other address as a Party may specify by notice pursuant to this provision):
(a) To the Company:
CTI Molecular Imaging, Inc.
810 Innovation Drive
Knoxville, Tennessee 37932
Attention: Chairman of the Board
(b) To Employee:
Joseph Sardano
2660 Mable Couch Way, Apt. 426
Knoxville, TN 37931
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9. Governing Law; Arbitration. The execution, validity, interpretation and
performance of this Agreement shall be governed by the laws of the State of
Tennessee. Any dispute among the Parties hereto shall be settled by arbitration
in Knoxville, Tennessee, in accordance with the rules of the American
Arbitration Association or other rules mutually agreed to by the Parties and
judgment upon the award rendered may be entered in any court having jurisdiction
thereof.
10. Additional Instruments. The Parties shall execute and deliver any and
all additional instruments and agreements that may be necessary or proper to
carry out the purposes of this Agreement.
11. Entire Agreement and Amendments. This Agreement contains the entire
agreement of the Parties relating to the matters contained herein and supersedes
all prior agreements and understandings, oral or written, between the Parties
with respect to the subject matter. This Agreement may be changed only by an
agreement in writing signed by the Party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.
12. Severability. If any provision of the Agreement is rendered or declared
illegal or unenforceable by reason of any existing or subsequently enacted
legislation or by the decision of or decree of a court of last resort, the
Parties shall promptly meet and negotiate substitute provisions for those
rendered or declared illegal or unenforceable to preserve the original intent of
this Agreement to the extent legally possible, but all other provisions of this
Agreement shall remain in full force and effect.
13. Assignments. The Company may assign (whether by operation of law or
otherwise) this Agreement only with the written consent of the Employee, which
consent shall not be withheld unreasonably, and in the event of an assignment of
this Agreement, all covenants, conditions and provisions hereunder shall inure
to the benefit of and be enforceable against the Company's successors and
assigns. The rights and obligations of Employee under this Agreement are
personal to him, and no such rights, benefits or obligations shall be subject to
voluntary or involuntary alienation, assignment or transfer.
14. Effect of Agreement. Subject to the provisions of Section 13 with
respect to assignments, this Agreement shall be binding upon the Employee and
his heirs, executors, administrators, legal representatives and assigns and upon
the Company and its respective successors and assigns.
15 Execution. This Agreement may be executed in multiple counterparts each
of which shall be deemed an original and all of which shall constitute one and
the same instrument.
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16. Waiver of Breach. The waiver by either Party of a breach of any
provision of the Agreement by the other Party shall not operate or be construed
as a waiver by such Party of any subsequent breach by such other Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement on and caused the
same to be duly delivered on their behalf on the day and year first written
above.
CTI MOLECULAR IMAGING, INC.
/s/ Ronald Nutt
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Ronald Nutt, Ph.D.
President & Chief Executive Officer
/s/ Thomas J. Hook
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Thomas J. Hook
Corporate Vice President,
CTI Molecular Imaging, Inc.
President, CTI Solutions
/s/ Joseph Sardano
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Joseph Sardano
4-27-04
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Date