Employment Agreement
Category: Employment Agreements
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is entered into and effective as of November 12, 2007 (the “Effective Date”), by and between InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), and Janet Skonieczny (the “Employee”).
WHEREAS, the Employee is presently employed by the Company; and
WHEREAS, the Company has determined to continue to employ the Employee, and the Employee wishes to continue to be employed by the Company pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein, the parties hereto agree as follows:
1. Employment. Employee’s employment with the Company will be at-will, and Employee and the Company may each terminate Employee’s employment at any time for any reason or no reason without payment, penalty or further obligation except as set forth in Section 5(c) hereof. While employed by the Company (the “Employment Period”), Employee shall use her best efforts and devote her entire business time and attention to advancement of the business and welfare of the Company and its affiliates, and to the performance of Employee’s duties under this Agreement and the duties reasonably assigned to her by the Company hereafter. During the Employment Period, Employee shall not engage in any other employment or business activity without the express prior written consent of the Company.
2. Position and Duties. Employee shall serve as the Vice President, Operations of the Company, with such duties and responsibilities as are customarily assigned to such position and such other duties and responsibilities as the Company’s Board of Directors may from time to time assign.
3. Compensation.
(a) Base Salary. During the Employment Period, the Company shall pay Employee an annual compensation of US $200,000 per year (the “Annual Base Salary”) for all services rendered to the Company by Employee, payable in accordance with the Company’s regular payroll policies for similarly situated executives, subject, however, to withholding deductions, including without limitation social security taxes and applicable federal, state and local income and other employment taxes. The Company shall annually review the Annual Base Salary and based on that review, the Company may, in its sole discretion, increase the Employee’s Annual Base Salary in an amount greater than the figure state above.
(b) Incentive Compensation.
(i) Annual Cash Bonus. For each calendar year of the Company that ends during the Employment Period, the Employee will have the opportunity to earn a cash bonus (the “Bonus Award”), based on satisfaction of pre-established performance goals for each calendar year established in the sole discretion of the Company. The Bonus Award (subject to the attainment of performance goals) in effect as of the Effective Date is US $150,000 per year; provided, however, the Company, in its sole discretion,
may increase the amount of the Bonus Award the Employee may earn during a calendar year; but in no event, shall such increased Bonus Award exceed US $ 200,000. The Bonus Award shall be paid 60 days after the end of the applicable calendar year; provided, however, if it is administratively impracticable to make the payment by such date, the payment shall be made as soon as reasonably practicable thereafter.
(ii) Long-Term Incentive Awards. On or as soon as practicable after the closing date of the transactions contemplated by the Stock Purchase Agreement among I-Flow Corporation, the Company, InfuSystem, Inc., and Iceland Acquisition Subsidiary, Inc., provided Employee is then still employed by the Company, and subject to approval of the Company’s 2007 Incentive Compensation Plan by the shareholders of the Company, the Employee will receive a grant of 100,000 shares of common stock of the Company (“Restricted Shares”), of which 25% of such total shares shall immediately vest on the date of grant, and 25% of such total shares shall vest on each of the next three anniversaries of the grant date through which the Employee remains employed. These Restricted Shares will be awarded pursuant to, and subject to, the Company’s 2007 Incentive Compensation Plan, and shall be evidenced by and subject to the terms and conditions to be set forth in a restricted stock agreement.
4. Vacation, Participation in Benefit Plans, and Expenses.
(a) Employee shall be entitled to such number of days of paid vacation each year as is consistent with the Company’s practices, policies and programs for executives.
(b) During the Employment Period, the Employee shall be eligible to participate in, and receive benefits under, those benefit plans and arrangements provided by the Company to its similarly situated executives, subject to, and on a basis consistent with, the terms, conditions and overall administration of such plans and arrangements. The Company reserves the right to modify or terminate its benefit plans and arrangements generally for employees or any group of employees.
(c) During the Employment Period, the Company, at its option, shall either (i) continue to pay the premiums currently paid by the Company on the long-term care insurance policy and disability insurance policy to which the Employee is currently covered or (ii) pay the premiums on a long-term care insurance policy and a disability insurance policy with comparable benefits to which the Employee would be the insured.
(d) During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in carrying out the Employee’s duties under this Agreement, provided that the Employee complies with the policies, practices and procedures of the Company for submission of expense reports, receipts or other similar documentation of such expenses.
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