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Document Preview Management Services Agreement |
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Title: |
Management Services Agreement |
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Entities: |
Luminex Corp.; Thomas W. Erickson |
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Date: |
2002 |
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Size: |
Preview shows 6KB of 27KB total |
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Price: |
$44 |
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ID: |
#279399 |
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MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT (the "AGREEMENT") is made effective as of the 12th day
of August, 2002 (the "Effective Date"), between Luminex Corporation a Delaware
corporation (the "COMPANY") and Thomas W. Erickson ("ERICKSON").
INTRODUCTION
The Company and Erickson desire to enter into an agreement pursuant to
which Erickson will provide his services to the Company.
NOW, THEREFORE, the parties agree as follows:
1. Definitions
(a) "Affiliate" means any person, firm, corporation,
partnership, association or entity that, directly or indirectly or
through one or more intermediaries, controls, is controlled by or is
under common control with the Company.
(b) "Cause" the occurrence of any of the following events:
(i) willful refusal by Erickson to follow a lawful
direction of the Board of Directors of the Company, provided the
direction is not materially inconsistent with the duties or
responsibilities of Erickson's position as interim President and
Chief Executive Officer of the Company, which refusal continues
after the Board of Directors has again given the direction;
(ii) willful misconduct or reckless disregard of
Erickson's duties or of the interest or property of the Company;
(iii) intentional disclosure by Erickson to an
unauthorized person of Confidential Information or Trade Secrets
(as such terms are defined in Section 5(b) below), which causes
material harm to the Company;
(iv) any act by Erickson of fraud, material
misappropriation, significant dishonesty, or act involving moral
turpitude;
(v) conviction by Erickson of a felony; or
(vi) a material breach of this Agreement by Erickson
shall occur, and Erickson fails to cure the breach within ten
(10) days following the Company's giving prompt written notice
of the breach specifying in detail the facts and circumstances
constituting the breach.
{PAGE}
(c) "Disability" means the inability of Erickson to perform the
material duties of his position as interim President and Chief Executive
Officer hereunder due to a physical, mental, or emotional impairment,
for a ninety (90) consecutive day period or for aggregate of one hundred
eighty (180) days during any three hundred sixty-five (365) day period.
(d) "Good Reason" means the occurrence of all of the following:
(i) the Company materially breaches this Agreement or
the Company demotes Erickson or assigns him to perform other
duties other than those of the interim President and Chief
Executive Officer, except as specifically set out in paragraph
2(a) below;
(ii) Erickson gives written notice to the Company of the
facts and circumstances constituting the breach within ten (10)
days following the occurrence of the breach;
(iii) the Company fails to remedy the breach within ten
(10) days following Erickson's written notice of the breach; and
(iv) Erickson terminates the engagement and this
Agreement within ten (10) days following the Company's failure
to remedy the breach.
2. Terms and Conditions of Engagement.
(a) Engagement. Erickson shall be deemed an employee of the
Company as of August 12, 2002. Beginning on the date that the Company
receives the resignation of Mark B. Chandler, Ph.D., Erickson shall be
the interim President and Chief Executive Officer of the Company,
subject to the terms and conditions hereof, and shall perform the duties
of that position. Notwithstanding any other provision hereof, in the
event the Company appoints another person as President and Chief
Executive Officer during the Term (defined in Section 4 hereof), and
removes Erickson as interim President and Chief Executive Officer, the
Board of Directors of the Company may cause Erickson to perform other
management or management advisory duties to the Company which the Board
of Directors may reasonably request for the remainder of the Term; and
in the event the Company appoints another person as interim President
and Chief Executive Officer during the Term, then (i) the Company shall
be obligated to perform all of its obligations to Erickson under this
Agreement unless the Company has terminated Erickson for cause; and (ii)
Erickson may immediately cease rendering any services for the Company.
(b) Benefits. Erickson shall receive substantially the same
benefits as other executives of the Company, except that Erickson
intends to opt out of the group medical plan the Company offers to its
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