EXHIBIT NO. 10.1
October 20, 2000
Mr. Marc T. Giles
787 Prospect Avenue
Winnetka, Illinois 60093
Dear Marc:
I am very pleased to confirm the details of our offer to have you
join Gerber Scientific, Inc. as President of our Gerber
Technology subsidiary located in Tolland, Connecticut. In this
capacity you will be reporting directly to me.
After thorough conversations with members of the Management
Development and Compensation Committee of our Board of Directors,
we are unanimous in feeling that you will be an excellent
addition to our management team at Gerber.
Here are the details of our offer:
Base Salary
You will be paid a base salary of $275,000 per year. The
salaries of our senior executives are reviewed every twelve
months, and your next review will be in June of 2001. At the
time of this review, we will take into consideration that it will
have been less than twelve months since your hire and reserve the
right to pro-rate any salary increase.
Bonus
You will be eligible participate in our Executive Annual
Incentive Bonus Plan. Your bonus target will be 50% of your base
salary, and under our Bonus Plan you have the opportunity to earn
up to 100% of your base salary. For fiscal year 2001, we will
guarantee your bonus to be no less than 25% of your base salary
or $68,750. The Executive Bonus is ordinarily paid in mid-June.
The bonus guarantee applies to fiscal year 2001 only.
Sign-On Award
You are entitled to a sign-on award of $100,000, to be paid in
two installments: $50,000 within 30 days of hire and $50,000 on
May 1, 2001.
Stock Options
On your first day of employment, you will be awarded options to
purchase 50,000 shares of Gerber Scientific common stock. The
option price will be the closing price of Gerber Stock on that
day. These options vest as follows; one-third, one year from the
date of grant, the second third two years from the date of grant
and the remaining options three years from the date they are
granted. You will continue to participate in Gerber's stock
option program and it is expected you will receive future stock
option grants, however, all stock option grants are at the
discretion of the Management Development and Compensation
Committee of the Board of Directors.
Restricted Stock
On your first day of employment, you will be awarded 10,000
shares of Gerber Scientific Restricted Stock. These shares will
vest three years from the date they are granted.
Temporary Living
Until you are able to relocate your family to the Hartford area
next Spring, we will cover the cost of reasonable temporary
accommodation. It is expected this accommodation will not cost
more than $2,500 per month. We agreed to cover this cost until
July 1, 2001 or until you relocate, whichever comes first.
Gerber will also agree to cover the cost of one coach class round
trip ticket from Hartford to Chicago every two weeks until you
relocate. We will also cover the reasonable costs of
transportation to and from the airport.
Rental Car
Until you are able to purchase a car, we will provide you with a
rental car. We would expect to provide this rental car for no
more than four weeks.
Relocation
The Company will pay for normal relocation of your primary
residence to the Hartford area. Normal relocation includes
covering the reasonable costs of selling your home in Illinois;
including any realtor's fees or legal fees related to the
closing(s), shipping of your household goods, purchasing a home
in the Hartford area, flying your family to Hartford. We will
also pay for two househunting trips for your spouse. All
relocation expenses must be incurred no later than October 1,
2001. In addition, a relocation "settling-in" allowance
amounting to one month's salary (approximately $22,917) will be
paid to you within thirty days of your hire date.
Company Car
A Company car and related operating expenses will be provided or
you may choose to receive a car allowance paid weekly. Some
information about the Gerber Scientific Company Car Policy is
attached.
Employee Benefits
You will be eligible to participate in Gerber's comprehensive
employee benefits including medical and dental, insurance, and
pension. I've attached a summary of some of these benefits.
Deferred Compensation
As a highly compensation employee, you will be eligible to
participate in our Deferred Compensation program. A description
of that program is attached.
Vacation
As a member of the executive staff you will receive three weeks
vacation annually, effective with your start date.
Severance and Change in Control
You will be named a Senior Vice President of Gerber Scientific,
Inc. at our November 29th Board Meeting, and as such, will be
entitled to Change-in-Control and severance benefits. I have
attached a copy of our Severance Policy and a sample Change in
Control agreement. Please call Becket McNab if you have any
questions about either of these policies.
Drug Testing
Gerber Scientific has a mandatory drug-testing program for all
employees. Becket McNab will help you arrange for this testing
prior to your start date.
Development Plan
As discussed, I have indicated that we will be asking you to
participate in a psychological profile interview to be used for
future developmental planning. This can be scheduled before or
shortly after your start date and is not a condition of
employment.
Gerber Scientific, Inc. offers you this position on the basis of
your business and technical skills that you have demonstrated to
us. We expect you to honor any and all obligations regarding
proprietary and confidential information which you may have
obtained from any former employers just as we expect that you
will refrain from disclosing to third parties any confidential
and proprietary information you may learn while employed by
Gerber. It is the individual responsibility of all Gerber
employees to fully comply with and honor all of their obligations
regarding information of confidential or proprietary nature.
On your starting date, please bring with you documents that
substantiate your identity and eligibility for employment in this
country (i.e., Social Security card, birth certificate, driver's
license, or a valid passport). This is a requirement of the
Immigration and Control Act.
Marc, I am delighted to extend to you this offer and am excited
about introducing you to the entire Gerber team.
Warm regards,
Michael J. Cheshire
Chairman and Chief Executive Officer
Attachments
Please indicate your acceptance of the terms and conditions of
this offer by signing below:
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Marc Giles Date
