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This excerpt taken from the XIDE DEF 14A filed Jul 28, 2008. Francis
M. Corby, Jr. Employment Agreement
In conjunction with his planned retirement at the end of fiscal
2008, Mr. Corby’s employment agreement terminated at
the end of its term effective March 31, 2008. Pursuant to
his employment agreement, Mr. Corby received the following:
(1) all awards of options and restricted shares vested at
or before his retirement date, and he will be permitted until
March 31, 2009 to exercise these vested options; (2) a
$150,000 end-of-employment bonus payment; (3) his fiscal
2008 EP Plan award; and (4) reimbursement of moving
expenses. In exchange for the extension of the exercise periods
for his vested options to one year from his retirement date,
Mr. Corby agreed to provide up to fifty hours of consulting
services for the period beginning April 1, 2008 and ending
March 31, 2009. The Company agreed to reimburse
Mr. Corby for reasonably documented travel and other
expenses incurred in providing such consulting services.
This excerpt taken from the XIDE DEF 14A filed Jul 16, 2007. Francis
M. Corby, Jr. Employment Agreement
Pursuant to Mr. Corby’s employment agreement, any
options immediately vest and all restrictions on share grants
would lapse if Mr. Corby is terminated without cause or if
he resigns for good reason. Alternatively, Mr. Corby would
forfeit all options and restricted shares if he is terminated
for cause or resigns for any reason other than good reason.
Mr. Corby’s employment agreement also provides various
levels of compensation upon different termination events in
exchange for a general release of claims. If he resigns for good
reason or if he is terminated by the Company without cause,
Mr. Corby would receive earned but unpaid salary and unused
vacation, any earned but unpaid short-term cash incentive award
from the fiscal year prior to the fiscal year in which
termination occurs, a short-term cash incentive award at the
target level for the fiscal year in which he is terminated, a
lump sum payment of the remaining salary through the end of the
employment period (March 31, 2008), reimbursement of
reasonable business expenses incurred up to the date of
termination and COBRA premiums until March 31, 2008.
Additionally, any reduction in base salary, short-term cash
incentive award or benefits that qualifies as “good
reason” is not used in calculating the compensation due to
Mr. Corby.
In the event Mr. Corby’s employment is terminated for
cause or he resigns without good reason, Mr. Corby’s
severance is limited to earned but unpaid salary and unused
vacation, as well as any earned but unpaid short-term cash
incentive award from the fiscal year prior to the fiscal year in
which termination occurs and unreimbursed reasonable business
expenses. If Mr. Corby’s termination is the result of
permanent disability or death, he or his estate would receive
the foregoing payments and any short-term cash incentive award
earned pro rata through the date of termination, respectively.
Pursuant to Mr. Corby’s employment agreement,
“good reason” is defined as: (i) a material
adverse change in the executive’s title, role, or
responsibilities, (ii) a reduction in the then applicable
base salary or other fixed compensation or failure to pay or
provide compensation, bonus or benefits provided in this
agreement within 30 days of when due, (iii) a
requirement that the executive report to anyone other than the
CEO, or (iv) a material adverse change in any pension,
medical, health, savings, life insurance, or accident or
disability plan, except for changes affecting all senior
executives.
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