EXHIBIT 10.29
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Amendment (hereinafter "Amendment") dated as of April 10, 2000 to a certain
Employee Agreement (the "Agreement") dated October 25, 1999, by and between CFM
Technologies, Inc., a Pennsylvania Business Corporation having a place of
business at 150 Oaklands Blvd., Exton, PA 19341 and Lorin J. Randall, an
individual residing at 120 S. Wawaset Road, West Chester, PA 19382.
WITNESSETH:
WHEREAS, based upon a continuing desire to motivate Randall's continued
employment, and in recognition of Randall's continuing contribution to the
Company;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants contained in the Agreement and herein, and intending to be legally
bound hereby, it is agreed to delete Section 5 of the Agreement, in its
entirety, and replace it with the following:
5. TERMINATION
Randall's employment hereunder began on or about January 9, 1995 and
shall continue until terminated upon the first to occur of the following
events:
(a) THE DEATH OR DISABILITY OF RANDALL. CFM may, at its option,
terminate Randall's employment for "disability" (as hereinafter
defined). In the event of termination for death or disability, Randall
or his designated beneficiary, shall be entitled to termination
benefits pursuant to Paragraph 5(d), which monthly benefits shall be
reduced in each month such benefit may be received by any amounts
received by Randall from disability insurance during such month from a
program provided by CFM. For purposes of this Agreement, the term
"disability" means any physical or mental illness, impairment or
incapacity which prevents Randall from performing, with or without
accommodation, the essential functions of his position hereunder for a
period totaling not less than one hundred eighty (180) days during any
period of twelve (12) consecutive months.
(b) TERMINATION BY THE BOARD OF DIRECTORS OF CFM FOR CAUSE. Any
of the following actions by Randall shall constitute cause:
(i) Material breach by Randall of the provisions of the CFM
Non-Disclosure and Invention Agreement which he is a party
to, provided that Randall has received written notice of
such breach from the President or a member of the Board of
Directors of CFM, has had an opportunity to respond to the
notice in a meeting and has failed to substantially cure
such breach or neglect within thirty (30) days of such
notice; or
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(ii) Theft; a material act of dishonesty or fraud; intentional
falsification of any employment or Company records; or the
commission of any criminal act which impairs Randall's
ability to perform appropriate employment duties under this
Agreement; or
(iii) Randall's conviction (including any plea of guilty or nolo
contendere) for a crime involving moral turpitude causing
material harm to the reputation and standing of the CFM; or
(iv) Gross negligence or willful misconduct in the performance of
Randall's assigned duties; provided however, that merely
unsatisfactory performance by Randall of such duties and
responsibilities shall not constitute "cause" for purposes
of the Agreement; and provided further that Randall has
received written notice of such breach or neglect from the
President, Chairman or Board of Directors of CFM, has had an
opportunity to respond to the notice in a meeting and has
failed to substantially cure such breach or neglect within
thirty (30) days of such notice.
(c) TERMINATION BY RANDALL FOR GOOD REASON. Any of the following
actions or omissions by CFM shall constitute good reason:
(i) Material breach by CFM of any provision of this Agreement
which is not cured by CFM within fifteen (15) days of
written notice thereof from Randall; or
(ii) Any action by CFM to intentionally harm Randall; or
(iii) If following, at any time subsequent to the date of this
Agreement, a Change of Control Event and within eighteen
(18) months following the date of such Event, a change
occurs in Randall's status, title, position, compensation,
or responsibilities (including reporting responsibilities)
which, in Randall's reasonable judgment, represents a
material adverse change from his status, title, position,
compensation, or responsibility as provided for in this
Agreement, Randall may, at his sole option by providing
written notice within sixty (60) days following such change,
deem such change to be good reason under this Section 5(c).
(iv) The failure of CFM to obtain an agreement, satisfactory to
Randall, from any Successors and Assigns to assume and agree
to perform this Agreement.
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Randall's right to terminate his employment pursuant to this Section 5(c)
shall not be affected by his incapacity due to disability.
In the event of termination by Randall for good reason, (1) all options to
purchase common stock of CFM held by Randall shall vest immediately as of the
date of such termination, (2) CFM will pay Randall his target annual bonus for
the current fiscal year on a pro rata basis corresponding to the date of
termination, (3) Randall shall agree to serve as a consultant to the Company for
up to twenty-six (26) days during the six (6) months following termination
hereunder at times and locations and with duties as Randall and the Company may
mutually agree, and (4) CFM will pay Randall eighteen (18) monthly payments
equal to one twelfth of Randall's then current annual base salary plus annual
target bonus and the amount of $3,000 for each day of consulting in excess of
twenty-six (26) days.
(d) TERMINATION BY THE BOARD OF DIRECTORS OF CFM WITHOUT CAUSE.
(i) CFM shall give Randall not less than thirty (30) days notice
of the termination of his employment without cause and CFM
shall have the option of terminating Randall's duties and
responsibilities prior to the expiration of the notice
period subject to payment by CFM of Randall's then current
base pay for the remainder of the notice period;
(ii) If such Termination shall occur, CFM will pay Randall twelve
(12) monthly payments equal to one twelfth of Randall's then
current annual base salary plus annual target bonus;
(iii) If such Termination shall occur within the eighteen (18)
month period following a Change of Control Event, CFM shall
(1) pay to Randall his target annual bonus for the current
fiscal year on a pro rata basis corresponding to the date of
Termination, (2) continue to pay Randall monthly
compensation equal to one-twelfth of Randall's then current
annual base salary plus annual target bonus for a period of
eighteen (18) months following the date of Termination.
(iv) Following a Change of Control Event which shall occur during
the one year period following any Termination of Randall
under 5(d)(i), above, CFM shall (1) pay to Randall his
target annual bonus for the current fiscal year on a pro
rata basis corresponding to the date of Termination, (2)
continue to pay Randall monthly compensation equal to
one-twelfth of Randall's then current annual base salary
plus annual target bonus for a period of eighteen (18)
months following the date of Termination, and
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(3) grant to Randall fully-vested options to purchase a
number of shares of common stock of CFM equal to the number
of unvested options held by Randall and cancelled at the
time of such Termination (the "Cancelled Options"). The
purchase price of each such share shall equal the lowest
share purchase price of any of the Cancelled Options or the
fair market value of a share of common stock of CFM on the
date of the Change of Control Event, whichever shall be
lower, and all other terms of such newly granted options
shall be substantially similar to the terms of the Cancelled
Options.
(e) TERMINATION BY RANDALL WITHOUT GOOD REASON. In the event Randall
wishes to resign, he shall give not less than thirty (30) days prior notice
of such resignation and CFM shall have the option of terminating Randall's
duties and responsibilities at any time prior to Randall's proposed
termination date, subject to payment by CFM of the lesser of Randall's then
current base pay for a thirty (30) day period, or such other period as may
remain under the notice given by Randall.
IN WITNESS WHEREOF, the parties hereto. intending to be legally bound
hereby, have executed this Amendment as of the day and year first above written.
By: /s/ LORIN J. RANDALL April 10, 2000
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By: /s/ ROGER A. CAROLIN April 10, 2000
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CFM TECHNOLOGIES, INC.
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