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-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 |
| EX-10.2 - Colfax CORP | v204786_ex10-2.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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September
16, 2010
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Fax: (804)
560-4076
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www.colfaxcorp.com
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Mr.
Thomas M. O’Brien
Senior
Vice President, General Counsel and Secretary
Colfax
Corporation
200
American Metro Blvd., Suite 111
Hamilton
Township, NJ 08619
Dear
Tom,
On behalf
of the Board of Directors of Colfax Corporation (the “Company”), I accept your
resignation from your position as Senior Vice President, General Counsel and
Secretary of the Company, and from all other officer or director positions with
Company subsidiaries, effective at the close of business on September 26,
2010. Immediately following your retirement date of October 16, 2010
(the “Retirement Date”), you will be retained as a Legal Advisor to the Company
on an hourly consulting basis. This letter agreement (the “Letter
Agreement”) sets forth the terms and conditions of your engagement as Legal
Advisor.
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1)
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Term
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The term
of your engagement as Legal Advisor shall begin immediately following the
Retirement Date and continue for two (2) years (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. 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.
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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 litigation and other legal and compliance matters; provided,
however, that you are obligated to provide services in excess of 30 hours per
month only to the extent that you are reasonably available to provide such
services and as provided for in the Employment Agreement. You will report to the
Company’s General Counsel. 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 subject to the requirements to be present at meetings, trials and
hearings in connection with the matters that you are handling; provided,
however, that you will be provided access to the Company’s New Jersey office for
as long as the Company operates such office.
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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 | ||
|
Tel: (804)
560-4070
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Fax: (804)
560-4076
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www.colfaxcorp.com
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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.
Further,
you understand and agree that your ongoing obligations under Section 6.4 of the
Executive Employment Agreement dated April 22, 2008, as amended (the “Employment
Agreement”) specifically include, but are not limited to, providing testimony
and other assistance that may be requested in connection with pending
asbestos-related insurance coverage disputes. Consistent with Section
6.4 of the Employment Agreement, all expenses in providing services under this
Agreement shall be reimbursed upon submission to the Company.
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3)
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Compensation
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You will
be paid on an hourly rate of $250.00 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 30 hours per month for the Term of the Letter
Agreement.
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4)
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Equity
Grants
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The
deferred delivery of all remaining 2001 Phantom Stock shares of Company common
stock (14,980 shares) will be accelerated and delivered to you on or about the
Retirement Date.] Vesting will be accelerated for 11,201 stock
options from your 2009 stock option grants and the post-termination of
employment exercise period for all vested stock options that you hold on the
Retirement Date will be extended to two years from the Retirement Date but, in
no event beyond the remaining term of the stock option.
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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 | ||
|
Tel: (804)
560-4070
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Fax: (804)
560-4076
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www.colfaxcorp.com
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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 Retirement 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.
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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.
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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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Fax: (804)
560-4076
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www.colfaxcorp.com
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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.
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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 State of New Jersey, without regard to conflicts
of law principles.
The
Company very much appreciates your willingness to work as the role of Legal
Advisor. Please sign a copy of this Letter Agreement to indicate your
agreement to the terms and conditions set forth above.
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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:
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/s/ Thomas M. O’Brien
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Thomas
M. O’Brien
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September 20,
2010
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Date
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