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EXHIBIT 10.10
INTERMAGNETICS GENERAL CORPORATION
ENHANCED BENEFIT PLAN
1. PURPOSE
The Board of Directors of Intermagnetics General Corporation has
established an enhanced benefit plan for certain Company executives as a means
of attracting, motivating and retaining the individuals selected for
participation.
2. DEFINITIONS
(a) "Benefit Plan" means the Enhanced Benefit Plan as set forth in this
document, which may be amended from time to time by the Board of Directors.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means (i) Participant's willful or gross neglect of his or
her material duties and responsibilities as an employee and officer of the
Company, provided that Participant has received written notice of such neglect
from the President and Chief Executive Officer, has had an opportunity to
respond to the notice, and has failed substantially to cure such neglect within
thirty (30) calendar days of such notice; (ii) conviction of (or plea of guilty
or nolo contendere (or equivalent thereof) to) any felony or any crime involving
moral turpitude; or (iii) fraud, gross misconduct, breach of trust or other act
of dishonesty materially and negatively affecting the Company's business,
provided that Participant has received written notice of such event from the
President and Chief Executive Officer and has had an opportunity to respond to
the notice.
(d) "Committee" means the Compensation Committee of the Board.
(e) "Company" means Intermagnetics General Corporation, a New York
corporation, and its subsidiaries and affiliated companies.
(f) "Control Transaction" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934 (the "Exchange Act"), as in effect on the date of this Benefit Plan, in a
Form 8-K filed under the Exchange Act or in any other filing by the Company with
the Securities and Exchange Commission, provided that, without limitation, such
a Control Transaction shall be deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes a "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing thirty percent (30%) or more of
the voting power of the then outstanding securities of the Company;
(ii) during any period of two consecutive calendar years there is a
change of twenty-five percent (25%) or more in the composition of the
Board of Directors of the Company in office at the beginning of the
period except for changes approved by at least two-thirds of the
directors then in office who were directors at the beginning of the
period.
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(g) "Extraordinary Termination" means
(i) termination by the Company of the employment of Participant with
the Company for any reason other than for Cause (as defined above), or
(ii) resignation of Participant within sixty (60) days following (a)
notification by the Company that it intends to eliminate or materially
reduce the benefits provided in Articles 4 and 5 of this Benefit Plan,
(b) a significant diminution of Participant's authority, or (c) the
relocation of Participant's place of employment to a location outside
of the 48 contiguous states of the United States. For purposes of this
Benefit Plan, significant diminution of authority is recognized as
notification to Participant of a change in Participant's status,
position, responsibilities, or any adverse change to compensation
which is not broadly applied to management in the Company, which, in
Participant's reasonable judgment, represents a material adverse
change from his or her status, position or responsibility. Prior to
accepting Participant's resignation for any of the reasons set forth
in this paragraph, the Company shall have an opportunity to rectify
the matter that gave rise to Participant's resignation.
(iii) resignation of Participant upon the occurrence of any of the
following events within two years after a Control Transaction:
(1) an assignment to Participant of any duties inconsistent
with, or a significant change in the nature or scope of
Participant's authority or duties from, those held by
Participant immediately prior to the Control Transaction;
(2) a reduction in Participant's annual salary or bonus program
in effect immediately prior to the Control Transaction;
(3) the relocation of Participant's place of employment to a
location outside of the 48 contiguous states of the United
States;
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(4) the failure by the Company to provide Participant with a
reasonable number of paid personal leave days at least equal to
the number of paid personal leave days to which he or she was
entitled in the last full calendar year prior to the Control
Transaction;
(5) the failure of the Company to provide Participant with
substantially the same fringe benefits that were provided to
Participant immediately prior to the Control Transaction, or
with a package of fringe benefits that, though one or more of
such benefits may vary from those in effect immediately prior to
the Control Transaction, is substantially at least as beneficial
to Participant in all material respects to such fringe benefits
taken as a whole.
(6) the failure of the Company to obtain the express written
assumption of and agreement to perform the obligations in
Article 5 of the Benefit Plan by any successor.
(h) "Participant" means an executive of the Company or any subsidiary
of the Company who is designated by the Committee to participate in the Benefit
Plan.
(i) "Plan Document" means any document detailing the terms and
conditions of any benefit provided under this Benefit Plan.
(j) "Restricted Period" means the period commencing at the cessation
of a Participant's employment with the Company and lasting a period equal to the
number of months of severance to which a Participant is eligible in the event of
an Extraordinary Termination, or one year in the event of termination for Cause.
(k) "Salary" means Participant's base salary. For purposes of
determining monthly salary, Participant's annual base salary shall be divided by
twelve.
(l) "Years of Service" means the actual number of years Participant
has been an employee of Intermagnetics General Corporation (not necessarily
equivalent to years of service for other qualified benefit plans offered by the
Company).
3. PARTICIPATION
(a) The Committee shall designate those executives of the Company who
shall be eligible to participate in the Benefit Plan. The Participants shall be
set forth in Schedule A, which may be amended from time to time by the
Committee. The Committee may remove or add Participants at any time, at its sole
discretion, during the term of the Benefit Plan. In order to be eligible for the
benefits set forth in the Benefit Plan, Participants must execute the agreement
attached as Schedule B.
(b) The Company may amend or terminate the Benefit Plan at any time.
Participation in the Benefit Plan does not constitute a contract of employment.
Nothing herein should be construed as a guarantee of continued employment.
Unless otherwise provided in a written agreement between Participant and the
Company, employment with the Company is on an at-will basis.
4. ENHANCED BENEFITS
(a) Life Insurance: Each Participant shall be entitled to life
insurance benefits at two times his or her Salary, contingent on Participant's
insurability. This may be accomplished, at the Company's option, by raising or
eliminating any benefit cap on the Company's group term life insurance policy,
or by creating a new policy for the Participant. Participant's entitlement to
this benefit may be subject to insurability.
(b) Supplemental Retirement Contribution: The Company will contribute
a fixed amount annually to the Company's Deferred Compensation Plan on behalf of
each Participant. Such amount will be placed in a separate retirement account
and will vest only upon retirement or a Change in Control as defined in the
Deferred Compensation Plan. The Deferred Compensation Plan Document will be
provided to each Participant and is incorporated by reference herein.
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5. SEVERANCE BENEFITS
(a) In the event of an Extraordinary Termination during the term of
this Benefit Plan, Participants shall be entitled to a lump sum severance
payment (as calculated in subsection (b) below) according to the following
table:
Years of Service Monthly Salary Included in Severance Payment
---------------- --------------------------------------------
less than 2 6 months
2 9 months
3 10 months
4 11 months
5 12 months
6 13 months
7 14 months
8 15 months
9 16 months
10 17 months
11 or more 18 months
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(b) The Company shall pay to Participant in cash within sixty (60)
days after an Extraordinary Termination an amount equal to:
(i) the greater of
(1) Participant's monthly salary immediately prior to
the Extraordinary Termination or
(2) Participant's monthly salary at the time of a
Control Transaction; times the number of months applicable
under subsection (a) above; PLUS
(ii) payment in lieu of all unused paid personal leave.
(c) Participant may elect to defer the payment of all or part of the
amount to be paid to him or her under this Article 5 for up to twelve months
after the Extraordinary Termination, or to have all or part of such amount paid
to him or her in installments over a period not to exceed twelve months after
the Extraordinary Termination.
6. WITHHOLDING OF TAXES
The Company may withhold from any payments under this Benefit Plan all
federal, state or local taxes and FICA taxes as shall be required pursuant to
any law, regulation or ruling.
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7. NON-COMPETE/NON-SOLICITATION
In consideration of the enhanced benefits provided in this Benefit
Plan, Participants agree that during the term of their employment, they will not
participate directly or indirectly, in any capacity, in any business or business
activity that is in competition with the Company or its subsidiaries or
affiliated companies.
In addition, Participants agrees that during the Restricted Period,
they will not, without the Company's express written consent, directly or
indirectly, own an interest in, or participate in, or be connected with, as an
officer, director, employee, partner, member, manager, investor, consultant,
advisor, or otherwise, any partnership, firm, corporation, company or other
business organization or entity that competes with the Company, in the
geographic areas in which the Participant was actively involved in the work of
the Company during the twelve months immediately preceding the cessation of the
Participant's employment; except that a Participant may continue to own shares
in Company stock, and may own up to 2% of the shares of any other publicly
traded company so long as they do not participate in the management or control
of such company.
Participants further agree that, during the Restricted Period, they
will not, without the prior written consent of the Company, directly or
indirectly, either by themselves or through any person, firm, or corporation for
which they perform any services or in which they have an interest, solicit or
attempt to solicit any customer of the Company, who was a customer to which the
Participant provided services during their employment with the Company.
Participants agree to notify Company of any ownership of,
participation in, or connection to any business engaged or proposed to engage in
the development, manufacture, distribution or sale of products similar to the
products of the Company which the Participant accepts at any time prior to the
expiration of the Restricted Period. Participants agree to mail such
notification to Company's corporate headquarters, by certified mail, return
receipt requested, no later than the close of the business day after such
acceptance occurs. In no event shall Participant commence such ownership,
participation or connection prior to notification of the Company.
For a period of two years after the date of termination of a
Participant's employment for any reason, the Participant will not solicit to
employ, either directly or on behalf of a third party, any person who is an
employee of the Company as of the date of the termination of the Participant's
employment.
Participants acknowledge and agree that a breach of any of the terms
of this section may result in material, irreparable injury to the Company for
which any remedy at law will not be adequate, that it will not be possible to
measure damages for such injuries precisely and that, in the event of such a
breach or threat of breach, the Company shall be entitled to obtain a temporary
restraining order and/or a preliminary or permanent injunction restraining a
Participant from engaging in activities prohibited by this section, together
with such other relief as may be required to enforce specifically any of the
terms of this section. Nothing in the Benefit Plan shall be construed as
prohibiting the Company from pursuing any other available remedies for such
breach or threatened breach of this section, including recovery of damages,
court costs, and attorney's fees.
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In the event that one or more provisions in this section are determined
by an arbitrator or court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, Participants agree that the validity, legality,
and enforcement of the remaining provisions of this section shall not in any way
be affected or impaired, and the affected provisions shall be enforced to the
fullest extent allowed by law. Participants also agree that the terms of this
section are reasonable in scope.
8. GOVERNING LAW
This Benefit Plan shall be governed by and interpreted under the laws
of the State of New York without giving effect to any conflict of law
provisions.
9. RESOLUTION OF DISPUTES
In the event of a dispute between the parties concerning any
controversy or claim arising out of or relating to Participant's employment or
this Benefit Plan, the parties shall first attempt to resolve such dispute
through mediation under the auspices of JAMS/Endispute in Albany, New York in
accordance with the rules of JAMS/Endispute. The mediation shall be before one
(1) mediator from the existing panel of employment law mediators maintained by
JAMS/Endispute. If mediation is unsuccessful in resolving the dispute the matter
shall be referred to arbitration by an agreed-upon arbitrator selected from the
panel of JAMS/Endispute's arbitrators specializing in employment law, but shall
not include the mediator who attempted to mediate the dispute. In the event the
parties are unable to agree upon either a mediator or an arbitrator from the
respective JAMS/Endispute panel, either party may petition the Supreme Court,
County of Albany of the State of New York, for appointment of the mediator or
arbitrator from the JAMS/Endispute panel. The arbitrator shall not have the
authority to add to, subtract from or in any way modify the express written
terms of the Benefit Plan or any Plan Document associated therewith, and in
rendering an award, the arbitrator shall be required to adhere to the express
written provisions of this Benefit Plan and any associated Plan Document. The
mediation agreement or the decision of the arbitrator, as the case may be, shall
be final and binding on the parties and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The costs
for the mediation and/or arbitration shall be borne equally by both parties.
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In the event that JAMS/Endispute no longer operates in the State of
New York at the time a dispute arises under this Benefit Plan, its name shall be
deleted in every place used in the above paragraph and replaced with the
American Arbitration Association.
In the event a mediation or arbitration is initiated by either party
to enforce the provisions of this Benefit Plan, the prevailing party, if any, as
determined by the mediator or arbitrator, shall be entitled to recover
reasonable costs, expenses and attorneys' fees from the other party.
10. ADMINISTRATION
The Benefit Plan shall be administered and interpreted by the
Committee. The Committee shall have full responsibility and authority to
interpret and administer the Benefit Plan, to adopt, amend and rescind rules and
regulations governing the administration of the Benefit Plan, and to make all
other determinations, including factual determinations, the Committee deems
necessary or advisable in its discretion for the administration of the Benefit
Plan and the benefits provided hereunder.
The authority of the Committee shall include, but not be limited to,
the power to:
(a) determine which executives of the Company are eligible to
participate in the Benefit Plan;
(b) determine and certify annually the annual contribution amount
allocable hereunder in accordance with Section 4 hereof; and
(c) interpret the Benefit Plan, determine any facts, correct any
defect, supply any omission, or reconcile any inconsistency in the Benefit Plan
or in any award hereunder in the manner and to the extent it shall deem
necessary to carry this Benefit Plan into effect.
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Any decision, interpretation or other action made or taken in good
faith by the Committee arising out of or in connection with the Benefit Plan
shall be final, binding and conclusive on the Company and all employees and
their respective heirs, executors, administrators, successors and assigns. The
Committee shall not be liable for any decision or action taken in good faith in
connection with the administration of the Benefit Plan. Without limiting the
generality of the foregoing, any such decision or action taken by the Committee
and the reliance upon any information supplied to it by any officer of the
Company, or the Company's legal counsel, shall be deemed to have been taken in
good faith.
11. TERMINATION OR AMENDMENT
The Committee may modify, revise, suspend or terminate this Benefit
Plan or discontinue designating Participants or making annual contributions
hereunder, either temporarily or permanently, at any time, and from time to
time.
Termination or amendment of the Benefit Plan shall not adversely affect
rights or obligations under the Benefit Plan with respect to benefits earned
pursuant to Section 4 or 5 hereof but not paid to the Participant, unless the
consent of the affected Participant is obtained.
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SCHEDULE A
The following individuals have been selected by the Committee to participate in
the Company's Enhanced Benefit Plan:
Leo Blecher
David Dedman
Barry Gawthrope
Richard Stevens
Michael Zeigler
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SCHEDULE B
PARTICIPANT AGREEMENT
Richard Stevens ("Participant") acknowledges that he/she has been selected to
participate in Enhanced Benefit Plan ("Benefit Plan"). Participant hereby agrees
as follows:
(a) Participant will be bound by the terms and conditions of the
Benefit Plan, including all requirements contained therein, and will execute any
documents necessary for the administration of the Benefit Plan.
(b) Participation in the Benefit Plan is not a contract for employment.
Participant's employment with the Company remains at will, and either party is
free to terminate that relationship at any time.
(c) The Company may terminate the Benefit Plan, or any part thereof, at
any time, upon written notice to Participant.
(d) Participant is not entitled to any other benefit or compensation
except as provided in writing by the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
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ATTEST INTERMAGNETICS GENERAL CORPORATION
/s/ Linda E. Lynch /s/ Glenn H. Epstein
Glenn H. Epstein
President and Chief Executive Officer
Witness
/s/ Linda Wrubbel /s/ Richard J. Stevens 02/29/00
Participant:
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SCHEDULE B
PARTICIPANT AGREEMENT
David W. Dedman ("Participant") acknowledges that he/she has been selected to
participate in Enhanced Benefit Plan ("Benefit Plan"). Participant hereby agrees
as follows:
(a) Participant will be bound by the terms and conditions of the
Benefit Plan, including all requirements contained therein, and will execute any
documents necessary for the administration of the Benefit Plan.
(b) Participation in the Benefit Plan is not a contract for employment.
Participant's employment with the Company remains at will, and either party is
free to terminate that relationship at any time.
(c) The Company may terminate the Benefit Plan, or any part thereof, at
any time, upon written notice to Participant.
(d) Participant is not entitled to any other benefit or compensation
except as provided in writing by the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
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ATTEST INTERMAGNETICS GENERAL CORPORATION
/s/ Michael C. Zeigler /s/ Glenn H. Epstein
Glenn H. Epstein
President and Chief Executive Officer
Witness
/s/ Michael C. Zeigler /s/ David W. Dedman
Participant:
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SCHEDULE B
PARTICIPANT AGREEMENT
Leo Blecher ("Participant") acknowledges that he/she has been selected to
participate in Enhanced Benefit Plan ("Benefit Plan"). Participant hereby agrees
as follows:
(a) Participant will be bound by the terms and conditions of the
Benefit Plan, including all requirements contained therein, and will execute any
documents necessary for the administration of the Benefit Plan.
(b) Participation in the Benefit Plan is not a contract for employment.
Participant's employment with the Company remains at will, and either party is
free to terminate that relationship at any time.
(c) The Company may terminate the Benefit Plan, or any part thereof, at
any time, upon written notice to Participant.
(d) Participant is not entitled to any other benefit or compensation
except as provided in writing by the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
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ATTEST INTERMAGNETICS GENERAL CORPORATION
/s/ Katherine M. Sheehan /s/ Glenn H. Epstein
Glenn H. Epstein
President and Chief Executive Officer
Witness
/s/ Cathy Yudzevich /s/ Leo Blecher
Participant:
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SCHEDULE B
PARTICIPANT AGREEMENT
Barry Gawthrope ("Participant") acknowledges that he/she has been selected to
participate in Enhanced Benefit Plan ("Benefit Plan"). Participant hereby agrees
as follows:
(a) Participant will be bound by the terms and conditions of the
Benefit Plan, including all requirements contained therein, and will execute any
documents necessary for the administration of the Benefit Plan.
(b) Participation in the Benefit Plan is not a contract for employment.
Participant's employment with the Company remains at will, and either party is
free to terminate that relationship at any time.
(c) The Company may terminate the Benefit Plan, or any part thereof, at
any time, upon written notice to Participant.
(d) Participant is not entitled to any other benefit or compensation
except as provided in writing by the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
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ATTEST INTERMAGNETICS GENERAL CORPORATION
/s/ Katherine M. Sheehan /s/ Glenn H. Epstein
Glenn H. Epstein
President and Chief Executive Officer
Witness
/s/ Katherine M. Sheehan /s/ Barry Gawthrope 2/28/00
Participant:
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