CTI Molecular Imaging Inc. Contracts
Sample Business Contracts
Employment Agreement - CTI Molecular Imaging Inc. and Tom Hook
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[CTI LOGO]
July 19, 2002
Mr. Tom Hook
2710 Wynfield Lane
Brookfield, Wisconsin 53045
Dear Tom:
The following is an update to our previous offers of employment dated July 16,
2002 and July 18, 2002 and supersedes all prior offers and discussions.
We are very pleased to offer you employment as the President of CTI Services,
Inc. (You may want to change the name of CTI Services to be more descriptive.)
and Senior Vice President of CTI Molecular Imaging, Inc (CTI), the parent
company of CTI Services. In this position, you will report to the CTI Chairman
and CEO and serve with the Senior Leadership Team (SLT) of CTI in providing the
strategic and operational leadership for CTI and the CTI companies. Other
members of the CTI SLT include Ron Nutt, the President of CTI PET Systems, Inc.
(CPS), Mark Rhoads, the President of PETNet Pharmaceuticals, Inc. (PETNet),
David Gill, Chief Financial Officer and CTI Senior Vice President, Mike Phelps,
CTI Director, and Terry Douglass, Chairman and CEO of CTI. The Effective Date
of your employment will be July 22, 2002.
As discussed, your direct responsibilities and reports initially will include
the CTI Distribution Company (which provides marketing, sales, and service for
the CPS ECAT scanner products, CTI RDS cyclotron, and CTI PowerSolutions
products), the CTI Sources business, CTI Service Solutions, and CTI, GmbH. In
the near future, you may want to also pick up direct responsibility for CTI
Cyclotron Systems (which develops and manufactures our RDS cyclotron and
chemistry production systems), ACT, Inc. (which produces BGO), and CTI Detector
Materials (which develops and produces LSO). You will also be the CTI Officer
responsible for our new investment and operational initiatives with the PET and
PET/CT provider community.
We believe you have the background, skills, and energy to make a significant
contribution to our long-term success, and that you will play an important role
in helping CTI achieve our goals and objectives. We also believe that CTI
provides a unique environment and career challenges that will stimulate your
continued personal
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and professional development and that will provide significant financial rewards
as we are successful in the implementation of our mission and strategies.
Subject to the approval of the CTI Board of Directors, we are offering you a
comprehensive compensation package which includes the following elements:
- Base salary of $250,000 a year, paid every two weeks. Your salary will be
reviewed annually by the Board of Directors of CTI.
- A professional expense and car allowance of $12,000 per year, paid every two
weeks.
- Participation in the executive incentive pay program. Basically, you can earn
up to 150% of your base salary in incentive pay compensation. For a "normal"
year, e.g. one in which we make plan, you could earn a cash bonus of 50% of
base pay for the year. For a "very good" year, you could earn up to an
additional 50% of base pay with 50% of the amount in cash and 50% in stock
options. For an "outstanding" year, you could earn up to an additional 50% of
base pay all of which would be in stock options. The number of shares in the
options would be determined from the dollar amount of the applicable bonus and
the FMV of the stock at the time of the award. The parameters defining a
normal, very good, and outstanding year will be defined at the beginning of
the year by the Officer Compensation Committee of the Board.
- An Incentive Stock Option grant of 600,000 CTI shares* at the CTI closing
price of the stock on the Effective Date of your employment with CTI. (*These
will be incentive stock options to the extent permitted by law. The remainder
will be non-qualified options.) Twenty-five percent of the options would vest
on your start date and 25% would vest on each anniversary of your start date.
Obviously, the potential for significant returns from the growth in value of
CTI is very high, and you will be a major contributor to making that happen.
- A Restricted Stock grant equal to the number of CTI shares that would be
equivalent in value to $2,000,000 at the CTI closing price on the Effective
Date of your employment with CTI. These shares will vest subject to your
continued employment with CTI at a rate of 25% per year commencing on the
first anniversary of your Effective Date of employment. On the four successive
anniversary dates of your Effective Date of employment with CTI, if the
closing price of CTI stock is less than the closing price on the Effective
Date of your employment, you will receive a cash bonus equal to the difference
between $500,000 and the value of the restricted shares that vest on such
anniversary.
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- A loan option from CTI not to exceed $2,000,000. We agree that we will
allow you to borrow funds from CTI at market rates up to an amount not
to exceed $2,000,000 in principal value. The company's obligation to
make this loan is expressly subject to your demonstrated financial
ability to repay the obligation on the date of grant and throughout the
period that the loan remains outstanding. Any loan from the company
will be secured by a pledge of the restricted stock award and will be a
recourse obligation.
- An excellent Fringe Benefits Program, which includes a medical and
dental plan, life insurance, and a 401(k) Plan. The CTI Benefits
Program provides a number of individual options, including the
opportunity to achieve tax savings through Flexible Spending and
Dependent Care Accounts. We have provided some additional information
that will help to quantify the value of your personal CTI benefits
package.
- Three weeks of vacation per year and ten paid holidays.
- A relocation package which includes the relocation of your household
goods with our current carrier, Kwick-Way Transportation, temporary
housing and storage for up to twelve months with Corporate Quarters,
and reimbursement of the following items relating to your relocation:
- Closing costs on the sell of your current home, including
realtor fees
- Closing costs on the purchase of a new home in Knoxville
including realtor fees if purchased within 18 months of your
CTI hire date
- House hunting trip to Knoxville
- Travel expenses to Knoxville to begin employment
- Travel expenses to Wisconsin to close on current home
- Fees for driver's license fee, car registration, and utility
connections if done within 18 months of your CTI hire date
- If your home doesn't sell within 12 months, we will provide
duplicate housing (lesser of your two payments) for an
additional 6 months
- A relocation allowance of $50,000 to cover other transition
expenses and to cover IRS taxes on the relocation package.
Much of the cost of the relocation is considered income to you and must be
reported to the IRS and state taxing authorities. Only shipping of your
household goods and autos, storage of your household goods for 30 days, and
final moving expenses (except meals) are excludable or adjustable from income.
Should you voluntarily leave CTI prior to 12 months from your hire date, you
must reimburse CTI for the total cost of relocation.
This offer is contingent on your ability to pass a drug screening test
administered by a licensed physician designated by and compensated by CTI. This
offer is also
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contingent on your agreement to CTI's "Guidelines for Protection of
Confidential and Proprietary Information" which is attached. You should sign
and return these guidelines to us with the signed copy of the offer letter.
In the event that, CTI terminates your employment for any reason other than
Cause or disability, then you shall be entitled to receive the following
payment: CTI shall pay you following the date of your employment termination
and over the succeeding six (6) months, in accordance with standard payroll
procedures, an amount equal to six (6) months of your base salary in effect on
the date of the employment termination.
CTI may terminate your employment for "Cause." "Cause" will exist in the event
you are convicted of a felony, or in carrying out your duties, you are guilty
of gross negligence or gross misconduct resulting, in either case in material
harm to CTI. In the event your employment is terminated for Cause or
disability, you will be entitled to any unpaid salary through the date of
termination due you, and you will be entitled to no other compensation
hereunder from CTI and your deferred compensation will be forfeited.
We want you to know how much we hope that you decide to join us. If you have
any questions or we can assist you in any way, please let us know.
Regards,
/s/ Terry Douglass /s/ Traci Etherton
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Terry Douglass Traci Etherton
Chairman & CEO Human Resources Director
The undersigned accepts the above employment offer and agrees that it contains
the terms of employment with CTI and that there are no other terms expressed or
implied. In addition, by accepting the terms of the above employment offer, the
undersigned hereby acknowledges and recognizes the highly competitive nature of
CTI's business and agrees that he will not, after termination of employment
with CTI for a period of (1) year:
a. directly or indirectly engage in any Competitive Business (as hereinafter
defined), whether as an officer, director, owner, investor, employee,
partner, or other participant in any such business:
b. assist others in engaging in any such capacity in any Competitive Business;
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c. induce employees of the Company to terminate their employment with the
Company or to engage in any such capacity in any Competitive Business;
or
d. interfere with or disrupt or attempt to interfere or disrupt any
relationship of any employee of the company with any employee,
consultant, customer or supplier thereof.
As used herein, the term "Competitive Business" shall mean and include any
business (whether or not for profit) which directly or indirectly competes with
the business conducted by the Company or its affiliates.
/s/ Tom Hook Date: July 19, 2002
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Tom Hook