Attached files
file | filename |
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EX-32.2 - Colfax CORP | v204786_ex32-2.htm |
EX-31.2 - Colfax CORP | v204786_ex31-2.htm |
EX-10.3 - Colfax CORP | v204786_ex10-3.htm |
EX-18.1 - Colfax CORP | v204786_ex18-1.htm |
EX-32.1 - Colfax CORP | v204786_ex32-1.htm |
EX-31.1 - Colfax CORP | v204786_ex31-1.htm |
10-Q - Colfax CORP | v204786_10q.htm |
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Colfax Corporation
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8730
Stony Point Parkway
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Suite
150
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Richmond,
VA 23235
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USA
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Tel: (804)
560-4070
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October
8, 2010
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Fax: (804)
560-4076
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www.colfaxcorp.com
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Mr. G.
Scott Faison
Chief
Financial Officer
Colfax
Corporation
14215
Hickory Oaks Lane
Ashland,
Virginia 23005
Dear
Scott,
On behalf
of the Board of Directors of Colfax Corporation (the “Company”), I agree that
your employment is terminating pursuant to the Section 1.1(c) of the employment
agreement between you and the Company dated as of April 29, 2008. In
that connection, you will be terminating your employment at the beginning of
business on October 18, 2010. Immediately following your termination
date of October 18, 2010 (the “Termination Date”), you will be retained as a
financial advisor to the Company on a monthly consulting basis. This
letter agreement (the “Letter Agreement”) sets forth the terms and conditions of
your engagement as a financial advisor.
1)
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Term
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The term
of your engagement as a financial advisor shall begin immediately following the
Termination Date and continue through February 28, 2011 or, if later, the filing
of the Company’s Annual Report on Form 10-K for the period ending December 31,
2010 (the “Term”). This agreement can be terminated in accordance
with Section 6, below, by the Company should you fail to perform the services
provided for under the Letter Agreement or breach the terms of the Employment
Agreement dated April 29, 2008. This agreement can be terminated by
you should the Company fail to perform its obligations under the Letter
Agreement or breach the terms of the Employment Agreement.
2)
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Duties
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During
the Term, you will provide assistance to the Company as needed and requested in
connection with financial advice, counsel, information, transition and
compliance matters, including, but not limited to providing assistance in the
preparation and implementation of the 2011 budget and accounting for the costs
and liabilities associated with asbestos litigation. In this
connection, you agree to reasonably cooperate in the preparation of all Company
Securities and Exchange Commission filings through the filing of the Form 10-K
for the year ending December 31, 2010, including the provision of any internal
certifications that the Company may reasonably request relating to the Company’s
internal controls, results of operations and financial condition for the periods
prior to the Termination Date, in a form similar to the certification attached
hereto as Exhibit A. You will report to the Company’s Chief Financial
Office. You may also report to other members of senior management as
the Chief Executive Officer may designate from time to time. You are
not required to perform your duties at any specific location but are generally
expected to perform services at the Company’s headquarters. You will
retain your current laptop computer and cellphone, for use in connection with
providing the services hereunder, and will be provided with access to the Colfax
e-mail system, with appropriate security and provision for indicating in e-mail
communications that you are an independent contractor, to the extent reasonable
and convenient for the provision of your services hereunder.
3)
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Compensation
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You will
be paid on an hourly rate of $275.00 during the Term of this Letter Agreement,
no less frequently than monthly, and will be required to provide a statement of
the hours you worked, the matter on which you worked and a brief description of
the work performed. Whether you work the hours or not, you will be
paid for a minimum of 104 hours per month for the Term of the Letter
Agreement. Further as agreed to, your personal goals score for 2010
MIP bonus calculation will be a 1.0.
4)
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Equity
Grants
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The
actions of this Section 4 will become effective on November 15,
2010. The deferred delivery of all remaining 2001 Phantom Stock
shares of Company common stock (12,483 shares) will be accelerated and delivered
to you on or about November 15, 2010. Vesting will be accelerated for
15,401 stock options from your 2009 stock option grants and for 9,670 stock
options from your 2010 stock option grants. The post-termination of
employment exercise period for all vested stock options that you hold on the
November 15, 2010 will be extended to two years from November 15, 2010 but, in
no event beyond the remaining term of the stock option.
5)
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Independent
Contractor
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At all
times during the term of this Letter Agreement and while performing Services
hereunder, you are and will remain an independent contractor in its relationship
to the Company. As such, the Company shall not be responsible for
withholding taxes with respect to any compensation paid to you
hereunder. Additionally, you shall have no claim against the Company
hereunder for vacation pay, sick leave, retirement benefits, social security,
worker’s compensation, health or disability benefits, unemployment insurance
benefits, or employee benefits of any kind, provided, however, that this in no
way limits your entitlement to certain severance, retirement and welfare
benefits pursuant to the terms of the Employment Agreement or otherwise as a
terminated employee. You acknowledge and agree that the Company will
not deduct income, Social Security or other taxes on any payments made to you
hereunder. You further agree that it is solely your responsible for
the payment of any such taxes due to the proper taxing
authorities. You shall indemnify, defend and hold the Company
harmless for any assessments of such taxes, including any interest and
penalties, imposed upon the Company by reason of your failure to pay such
taxes. The Company agrees to indemnify you pursuant to the same terms
as the indemnification policy of the Company that was applicable to you prior to
your Termination Date as if the services you provide pursuant to this Letter
Agreement were being provided by you as an employee. You warrant that
the services provided pursuant to this Letter Agreement will be performed in a
professional and workmanlike manner, and the Company agrees that you will have
no liability to the Company arising out of the services provided pursuant to
this Letter Agreement except in the case of your willful misconduct or gross
negligence.
6)
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Early
Termination
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The
Company may terminate your services hereunder should you fail to perform the
services provided for under the Letter Agreement or you breach the terms of the
Employment Agreement. Such termination shall be made by written
notice delivered to you effective as stated in such notice but no earlier than
15 days following the date of the notice. You will not be
deemed to have failed to perform the services provided for under the Letter
Agreement or breached the terms of the Employment Agreement if such failure or
breach can be remedied and is remedied within 15 calendar days after written
demand for substantial performance or cure of the breach is delivered by the
Company which specifically identifies the manner in which the Company believes
that you have not substantially performed your duties or have breached the
Employment Agreement.
7)
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Successors
and Assigns
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This
Agreement cannot be assigned by the Company, other than in connection with a
merger, acquisition or other similar corporate transaction, without your
consent. This Agreement shall be binding upon and shall inure to your
benefit and the benefits of your heirs, executors, administrators and
beneficiaries, and shall be binding upon and inure to the benefit of the Company
and its successors and assigns.
8)
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Governing
Law
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This
Agreement is governed by and is to be construed, administered, and enforced in
accordance with the laws of the Commonwealth of Virginia without regard to
conflicts of law principles.
The
Company very much appreciates your willingness to work as the role of financial
advisor. Please sign a copy of this Letter Agreement to indicate your
agreement to the terms and conditions set forth above.
Very
truly yours,
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/s/ Clay H. Kiefaber
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Clay
H. Kiefaber
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President
and Chief Executive Officer
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AGREED
AND ACCEPTED as of the date indicated below:
/s/ G. Scott Faison
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G.
Scott Faison
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October 11, 2010
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Date
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EXHIBIT
A
CERTIFICATION
I hereby certify that I have read the
[Annual Report on Form 10-K][Quarterly Report on Form 10-Q] and that no facts
have come to my attention that cause me to believe that the Chief Financial
Officer of Colfax Corporation should not sign the certifications required under
Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.
Dated:
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G.
Scott
Faison
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