Exhibit 10.1
July 10, 2000
Mr. Earl R. Lewis
58 Ford Road
Sudbury, MA 01776
Dear Earl:
This letter confirms our arrangement regarding your resignation as an
officer and director of Thermo Electron Corporation and any of its subsidiaries
and affiliates (collectively, the "Company"), other than your directorships in
Spectra-Physics Lasers, Inc. ("SPLI") and FLIR Systems, Inc. ("FLIR") and your
position as President of Spectra-Physics Holdings USA, Inc.
The following is our agreement related to your resignation from the
Company:
1. Termination of Employment: Your employment with the Company will
terminate effective as of October 31, 2000 (the "Employment Termination
Date"). You will be paid your regular salary through the Employment
Termination Date. In your role as an employee, your title will be Special
Assistant to the Chairman and you will assist the Company in the
transition of management responsibilities from you to your successor and
in representing the Company in certain of its investments.
2. 2000 Bonus: You will be entitled to receive a $400,000 bonus for your
performance in 2000, which bonus shall be payable on October 31, 2000.
3. Severance Payments: You will be entitled to receive a lump sum
severance payment of $1,365,000 payable within 10 days after you
countersign this letter, representing the sum of two times (i) your
current annual base salary, (ii) your annual executive automobile and
supplemental medical reimbursement amounts and (iii) your 1999 bonus.
4. Accrued Vacation: You will be paid for any accrued but unused vacation
time which you had earned through the Employment Termination Date. You
will not continue to earn vacation or other paid time off after the
Employment Termination Date.
5. Full Payment: You agree that all payments provided to you under
paragraphs 1, 2 and 4 of this Agreement are in complete satisfaction of
any and all compensation due to you from the Company through the
Employment Termination Date. You agree to reimburse the Company for all
personal expenses due and owing to the Company as of the Employment
Termination Date.
<PAGE>
Mr. Earl R. Lewis
July 10, 2000
Page 2
6. Employee Benefit Programs: Your participation in all employee benefit
programs of the Company will cease effective as of the Employment
Termination Date in accordance with the terms of those programs. You will
have the option to elect to continue your health care coverage under COBRA
beginning on the day after the Employment Termination Date for a period of
up to 18 months, in which case the Company will pay the full monthly
premium cost of your coverage under the applicable health care plan.
Detailed information will be provided to you under separate cover. You
will also have the option, at your sole expense, of converting your basic
(not supplemental) life insurance coverage to an individual plan through
Prudential. If interested, please let us know by September 1, 2000 and
conversion information will be furnished to you. A conversion option is
not available for long term disability coverage.
7. Money Match Plus Plan: Your active participation in the Money Match
Plus Plan shall end on the Employment Termination Date. Information will
be provided to you regarding various election options available to you
regarding your account.
8. Stock Options: No further vesting of your stock options in the Company
(other than SPLI and FLIR) and no further lapsing of the Company's
repurchase rights will occur after the Employment Termination Date. If you
do not exercise your vested options by the date that is 90 days after the
Employment Termination Date (in the case of options identified with an
asterisk next to the grant ID number on the attached schedule) or the
second anniversary of the Employment Termination Date (in the case of all
other options identified on the attached schedule), your options will
expire and be canceled, and you will have no further rights with respect
to your options. Your stock options in SPLI and FLIR will continue to vest
in accordance with their terms as long as you remain a director of these
two companies. Thermo Electron Corporation consents to your continuing to
serve as a director of these companies; however, after the Employment
Termination Date such service will no longer be at the request of Thermo
Electron Corporation or its subsidiaries or affiliates (other than SPLI or
FLIR) for purposes of indemnification of you by Thermo Electron
Corporation or its subsidiaries or affiliates (other than SPLI or FLIR)
for your service as a director. Coverage of you under the Thermo Electron
Corporation director and officer insurance policies also will cease with
respect to actions or inactions by you after the Employment Termination
Date as a director of SPLI or FLIR.
9. Taxes: All payments by the Company under this Agreement will be reduced
by all taxes and other amounts that the Company is required to withhold
under applicable law and all other deductions authorized by you.
<PAGE>
Mr. Earl R. Lewis
July 10, 2000
Page 3
10. Company Property: You will return to the Company any and all
documents, materials and information related to the Company, or its
subsidiaries, affiliates or businesses, and all other property of the
Company, including, without limitation, equipment, files and personal
computers in your possession or control, on or before the Employment
Termination Date. Further, you agree that on and after the date hereof you
will not for any purpose attempt to access or use any Company computer or
computer network or system, including without limitation its electronic
mail system.
11. Loan: You have an outstanding loan from Thermo Optek Corporation under
its Stock Holding Assistance Plan with a current principal outstanding
balance of $155,223. This remaining loan balance will be deducted from the
severance payment set forth in paragraph 3 above.
12. Restricted Stock: Your 5,280 restricted shares of the Company's common
stock shall vest as of the Employment Termination Date.
13. Outplacement: The Company shall provide outplacement services through
one or more outside firms of your choosing up to an aggregate of $20,000,
with such services to extend until the earlier of (i) 12 months following
the Employment Termination Date or (ii) the date you secure employment
elsewhere. You may direct that this amount also be applied to legal fees.
14. Release: In exchange for the consideration described in paragraphs 3,
11 and 12 hereof, you hereby irrevocably and unconditionally waive,
release, acquit and forever discharge the Company and each of its
respective current, former or future officers, directors, employees,
agents, representatives, shareholders and legal predecessors and
successors from any and all claims, liabilities, damages, actions, causes
of action and suits, whether known or unknown, which you now have, own or
hold, or claim to have, own or hold, or which at any time heretofore, had
owned or held, or claimed to have owned or held, or which you at any time
hereafter may have, own or hold, or claim to have owned or held against
them, based upon, arising out of or in connection with any circumstance,
matter or state of fact up to the date of this agreement, including
without limitation those based upon or arising out of the termination of
your employment and other relationships with the Company, your service as
an officer or director of the Company, your compensation while employed by
the Company, your stock options or any terms thereof or relating thereto
and any of the Company's policies, procedures or requirements. You hereby
agree not to file any lawsuit to assert such claims, which include, but
are not limited to, any claims for breach of contract, wrongful
termination, or age, sex, race, disability or other discrimination under
the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act of 1967 or other federal, state or local laws prohibiting
such discrimination or under any other federal, state or local employment
laws.
<PAGE>
Mr. Earl R. Lewis
July 10, 2000
Page 4
YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO SEEK THE
ADVICE OF AN ATTORNEY, IF YOU SO CHOOSE, PRIOR TO SIGNING THIS RELEASE AND
TO THE EXTENT DESCRIBED HEREIN YOU ARE GIVING UP ANY LEGAL CLAIMS YOU HAVE
AGAINST THE COMPANY AND EACH OF ITS RESPECTIVE CURRENT, FORMER OR FUTURE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS,
LEGAL PREDECESSORS AND SUCCESSORS BY SIGNING THIS RELEASE. YOU FURTHER
UNDERSTAND THAT YOU MAY HAVE 21 DAYS TO CONSIDER THIS AGREEMENT, THAT YOU
MAY REVOKE IT AT ANY TIME DURING THE SEVEN DAYS AFTER YOU SIGN IT, AND
THAT IT WILL NOT BECOME EFFECTIVE UNTIL THE 7-DAY REVOCATION PERIOD HAS
PASSED WITHOUT REVOCATION. YOU FULLY UNDERSTAND YOUR RIGHT TO TAKE 21 DAYS
TO CONSIDER SIGNING THIS RELEASE AND, AFTER HAVING SUFFICIENT TIME TO
CONSIDER YOUR OPTIONS, YOU HEREBY WAIVE YOUR RIGHT TO TAKE THE FULL 21-DAY
PERIOD. YOU ACKNOWLEDGE THAT YOU ARE SIGNING THIS RELEASE KNOWINGLY,
WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE CONSIDERATION DESCRIBED IN
PARAGRAPHS 3, 11 AND 12 HEREOF.
The Company hereby irrevocably and unconditionally waives, releases,
acquits and forever discharges you from any and all claims, liabilities,
damages, actions, causes of action and suits, of any nature known to one
or more officers or directors of Thermo Electron Corporation (other than
you) as of the date of this agreement, which the Company now has, owns or
holds, or claims to have, own or hold, or which at any time heretofore,
had owned or held, or claimed to have owned or held, or which the Company
at any time hereafter may have, own or hold, or claim to have owned or
held against you, based upon, arising out of or in connection with any
circumstance, matter or state of fact, known to one or more officers or
directors of Thermo Electron Corporation (other than you) as of the date
of this agreement.
15. Restriction on Purchase or Sale of Common Stock: You understand that
you will no longer be a "Reporting Person," for purposes of Section 16 of
the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, except as to SPLI and FLIR. However, you
understand that for a period of six months following the date hereof you
are required to report certain transactions pursuant to such rules and
regulations on Forms 4 and 5. You are also urged to contact the Corporate
Secretary of the Company, Ms. Sandra L. Lambert, should you have any
questions regarding compliance with the insider trading regulations under
the federal securities laws.
<PAGE>
Mr. Earl R. Lewis
July 10, 2000
Page 5
16. Non-Compete. For the period beginning on the Employment Termination
Date and ending on the second anniversary thereof (the "Non-Compete
Period"), you shall not, either directly or indirectly as a stockholder,
investor, partner, director, officer, employee or consultant, compete or
engage in any business that competes, anywhere in the world, with the
business of the Company (including SPLI or FLIR). Notwithstanding the
foregoing, you may own, solely as an investor, up to 1% of the common
stock of any publicly-traded competitor. The parties acknowledge and agree
that competitors of the Company as of the date hereof include, without
limitation, Agilent, Perkin Elmer, Varian, Waters, Hitachi, Shimadzu,
Bio-Rad, Oxford Instruments, Bruker, JEOL and Beckman. Any other business
with both annual sales of less than $25,000,000 and a market value of less
than $25,000,000 shall be presumed not to compete with the Company. You
agree that the duration and geographic scope of this non-competition
provision are reasonable. In the event that any court determines that the
duration or geographic scope, or both, are unreasonable and that such
provision is to that extent unenforceable, the parties agree that the
provision shall remain in full force and effect for the greatest time
period and in the greatest geographic area that would not render it
unenforceable. The parties intend that this non-competition provision
shall be deemed a series of separate covenants, one for each and every
county of each and every state of the U.S. and each and every political
subdivision of each and every country outside of the U.S. Further, during
the Non-Compete Period, you hereby agree you shall not, either directly or
indirectly as a stockholder, investor, partner, director, officer,
employee or otherwise, attempt to induce any employee of the Company to
terminate his or her employment with the Company, or hire or caused to be
hired any such employee, or attempt to induce any customer or supplier of
the Company to terminate its relationship with the Company.
17. Resignation. You hereby resign effective as of today all of your
positions as an officer and director of the Company, except that (i) you
may remain a director of SPLI and FLIR and (ii) your resignation as
President of Spectra-Physics Holdings USA, Inc. shall be effective July
14, 2000. Notwithstanding the foregoing, you shall remain an employee
until October 31, 2000 in accordance with the terms of paragraph 1 above.
18. Non-Disparagement: You agree that you will continue to support and
promote the interests of the Company and that you will not criticize,
disparage, defame or in any way comment negatively to anyone about the
Company or any of the people or organizations connected with them, or do
or say anything that could disrupt the good morale of the employees of the
Company or otherwise harm the interests or reputation of the Company and
any of the organizations or people connected with them. The Company agrees
that it will cause the officers of the Company not to criticize, disparage
or defame you or otherwise do or say anything that harms your reputation
and that the Company shall be solely responsible for any breach of the
provisions in this paragraph 18 by any such officers. Nothing in this
provision shall prevent the parties from (i) complying with compulsory
<PAGE>
Mr. Earl R. Lewis
July 10, 2000
Page 6
legal process or otherwise making disclosures in connection with
litigation or administrative proceedings, (ii) making such disclosures as
are necessary to obtain legal advice, (iii) making disclosures as are
required by federal, state or local regulatory authorities, and (iv)
making disclosures which by law are required or cannot be prohibited.
19. Cooperation: You agree to reasonably cooperate with the Company with
respect to all matters arising during or related to your employment,
including but not limited to cooperation in connection with any
governmental investigation, litigation or regulatory or other proceeding
which may have arisen or which may arise following the signing of this
Agreement.
20. Waiver of Jury Trial: Each of the parties hereby expressly, knowingly
and voluntarily waives all benefit and advantage of any right to a trial
by jury, and each agrees that he or it will not at any time insist upon,
or plead or in any manner whatsoever claim or take the benefit or
advantage of, a trial by jury in any action arising in connection with
this Agreement.
21. Company Information and Invention Agreement. You agree to comply with
the terms of a Thermo Electron Company Information and Invention
Agreement, a copy of which is attached hereto. Such agreement supersedes
any prior agreement covering the same subject matter which you may have
signed with the Company previously.
22. Entire Agreement: This letter contains the entire Agreement between
you and the Company and supersedes all prior and contemporaneous
agreements, communications and understandings, whether written or oral,
relating to the subject matter of this letter, including your Executive
Retention Agreement, except that your Indemnification Agreement with the
Company shall survive in accordance with its terms. This Agreement will be
governed by and interpreted in accordance with the laws of the
Commonwealth of Massachusetts without regard to choice of law provisions.
23. Severability: If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded
from this Agreement and replaced with a provision which is enforceable and
comes closest to the intent of the parties underlying the unenforceable
provision.
24. Relief: In the event of breach of the provisions of this Agreement by
any party, in addition to any other rights that the other parties may have
under law or in equity, each party shall have the right to specific
performance and injunctive relief, it being acknowledged and agreed that
money damages will not provide an adequate remedy. In the event litigation
is brought with respect to this Agreement, the prevailing party shall be
entitled to recover from the losing party his or its reasonable attorney's
fees and expenses.
<PAGE>
Mr. Earl R. Lewis
July 10, 2000
Page 7
25. Successors and Assigns: This Agreement shall be bending upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, including corporations with which, or into which, the Company may
be merged or which may succeed to its respective assets or business;
provided, however, that your obligations are personal and may not be
assigned.
26. Amendment: This Agreement may be amended or modified only by a written
instrument executed by you and the Company.
27. Voluntary Agreement: In signing this Agreement, you give the Company
assurance that you have signed it voluntarily and with a full
understanding of its terms and that you have had sufficient opportunity to
consider this Agreement and to consult with anyone of your choosing before
signing it. If the terms of this Agreement are acceptable to you, please
sign and return it to the undersigned. At the time you sign and return
this Agreement, it will take effect as a legally-binding agreement between
you and the Company on the basis set forth above.
Date Received by Addressee: August 9, 2000.
THERMO ELECTRON CORPORATION
By: /s. Anne Pol
--------------------------------
Title: Senior Vice President
Accepted and Agreed to:
/s. Earl R. Lewis
----------------------
<PAGE>
July 12,
2000
Page 1
Stock Option Grant
(Outstanding Options)
EARL R LEWIS
58 FORD RD
SUDBURY, MA 01776
SS NUMBER:###-##-####
DIVISION: TMO/ OFFICERS - THI
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
YEAR
GRANT GRANTED DATE OPT. VEST. $ # # #
# UN-EX $ UN-EX # OUT-
ID # BY TYPE GRANTED EXP. SCHED PRICE GRANTED VESTED
EXERCISE VESTED VESTED STANDING
Thermo Electron Corporation
21-0045 * TMO A(B)NQ-R/10 09/25/92 2002 20.02 $12.06 6,750 6,750
0 6,750 $ 81,405.00 6,750
21-0047 * TMO A(B)NQ-R/10 01/02/93 2003 20.02 $13.91 6,750 6,750
0 6,750 $ 93,892.50 6,750
21-0049 * TMO A(B)NQ-R/10 04/03/93 2003 20.02 $16.47 6,750 6,750
0 6,750 $ 111,172.50 6,750
21-0061 * TMO A.NQ/12 12/14/93 2005 10.01 $18.39 22,500 13,500
9,000 4,500 $ 82,755.00 13,500
21-0067 TMO A.NQ/12 11/28/94 2006 10.01 $20.05 67,500 33,750
20,250 13,500 $ 270,675.00 47,250
21-0152 TMO A.NQ/5 08/11/98 2003 100.01 $22.46 20,000 20,000
0 20,000 $ 449,200.00 20,000
21-0161 * TMO A.NQ/7 10/27/98 2005 20.01 $17.56 100,000 20,000
0 20,000 $ 351,200.00 100,000
SUBTOTAL 230,250 107,500
29,250 78,250 $1,440,300.00 201,000
Thermo Electron Corporation ( formerly Metrika Systems Corporation converted on May 2 2000
@ a ratio of 0.465 )
149-0001 MKA A.NQ/12 05/23/97 2009 10.01 $32.30 9,290 2,787
0 2,787 $ 90,020.10 9,290
Thermo Electron Corporation ( formerly ONIX Systems converted on Apr 12 2000 @ a ratio of
0.436 )
179-0001 ONX A.NQ/7 01/21/98 2005 20.01 $32.66 14,545 5,818
0 5,818 $ 190,015.88 14,545
Thermo Electron Corporation ( formerly Randers Killam Group Inc. converted on May 15 2000 @
a ratio of 0.241 )
165-0002 TMO A.NQ/7 01/21/98 2005 20.01 $16.62 963 385
0 385 $ 6,398.70 963
Thermo Electron Corporation ( formerly Thermedics Detection Inc. converted on Apr 12 2000 @
a ratio of 0.388 )
158-0003 TMO A.NQ/7 01/21/98 2005 20.01 $24.65 775 310
0 310 $ 7,641.50 775
Thermo Electron Corporation ( formerly Thermo BioAnalysis Corporation converted on Apr 19
2000 @ a ratio of 1.469 )
89-0002 * THI A.NQ/12 09/21/95 2007 10.01 $6.81 11,016 4,406
4,406 0 $ 0.00 6,610
89-0005 * THI A.NQ/12 06/21/96 2008 10.01 $8.17 62,424 24,970
24,970 0 $ 0.00 37,454
SUBTOTAL 73,440 29,376
29,376 0 $ 0.00 44,064
</TABLE>
<PAGE>
July 12,
2000
Page 2
Stock Option Grant
(Outstanding Options)
EARL R LEWIS
58 FORD RD
SUDBURY, MA 01776
SS NUMBER:###-##-####
DIVISION: TMO/ OFFICERS - THI
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
YEAR
GRANT GRANTED DATE OPT. VEST. $ # # #
# UN-EX $ UN-EX # OUT-
ID # BY TYPE GRANTED EXP. SCHED PRICE GRANTED VESTED
EXERCISE VESTED VESTED STANDING
Thermo Electron Corporation ( formerly Thermo Information Solutions Inc. converted on Sep 23
1999 @ a ratio of 0.699 )
154-0005 * TMO A.NQ/5 01/21/98 2008 20.01 $14.32 698 279
0 279 $ 3,995.28 698
Thermo Electron Corporation ( formerly Thermo Instrument Systems Inc. ( formerly Thermo V
converted on Jun 30 2000
@ a ratio of 0.850 )
170-0002 * VIZ A.NQ/7 12/05/97 2004 20.01 $13.25 14,166 5,666
0 5,666 $ 75,074.50 14,166
Thermo Electron Corporation ( formerly Thermo Instrument Systems Inc. ( formerly ThermoSp
converted on Jun 30 2000
@ a ratio of 0.850 )
60-0002 * THS A.NQ/12 10/26/94 2006 10.01 $8.37 59,779 29,890
0 29,890 $ 250,179.30 59,779
Thermo Electron Corporation ( formerly Thermo Instrument Systems Inc. converted on Jun 30
2000 @ a ratio of 0.850 )
63-0003 * THI A.NQ/12 12/16/93 2005 10.01 $15.70 119,531 71,719
26,384 45,335 $ 711,759.50 93,147
63-0011 THI B1.NQ/12 07/11/97 2009 100.10 $30.93 53,125 0
0 0 $ 0.00 53,125
63-0017 THI A.NQ/7 01/06/99 2006 20.01 $17.37 127,500 25,500
0 25,500 $ 442,935.00 127,500
SUBTOTAL 300,156 97,219
26,384 70,835 $1,154,694.50 273,772
Thermo Electron Corporation ( formerly Thermo Optek Corporation converted on May 11 2000 @
a ratio of 0.830 )
104-0008 TOC A1.NQ/12 04/11/96 2008 100.11 $12.61 83,042 0
0 0 $ 0.00 83,042
104-0009 TOC A.NQ/12 04/11/96 2008 18.01 $12.61 103,803 46,711
46,711 0 $ 0.00 57,092
SUBTOTAL 186,845 46,711
46,711 0 $ 0.00 140,134
Thermo Electron Corporation ( formerly Thermo Power Corporation converted on Oct 28 1999 @
a ratio of 0.923 )
62-0012 * THP A.NQ/7 05/27/98 2005 20.01 $12.28 9,230 3,692
0 3,692 $ 45,337.76 9,230
Thermo Electron Corporation ( formerly Thermo Sentron Inc. converted on Apr 4 2000 @ a
ratio of 0.775 )
120-0001 TMO A.NQ/12 03/11/96 2008 10.01 $18.07 1,550 620
0 620 $ 11,203.40 1,550
Thermo Electron Corporation ( formerly ThermoQuest Corporation converted on May 11 2000 @ a
ratio of 0.941 )
</TABLE>
<PAGE>
July 12,
2000
Page 3
Stock Option Grant
(Outstanding Options)
EARL R LEWIS
58 FORD RD
SUDBURY, MA 01776
SS NUMBER:###-##-####
DIVISION: TMO/ OFFICERS - THI
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
YEAR
GRANT GRANTED DATE OPT. VEST. $ # # #
# UN-EX $ UN-EX # OUT-
ID # BY TYPE GRANTED EXP. SCHED PRICE GRANTED VESTED
EXERCISE VESTED VESTED STANDING
36-0001 THI A.N/12 02/08/96 2008 10.01 $13.82 47,057 18,823
18,823 0 $ 0.00 28,234
34-0007 TMQ A.NQ/12 07/14/97 2009 10.01 $16.73 70,586 14,117
0 14,117 $ 236,177.41 70,586
SUBTOTAL 117,643 32,940
18,823 14,117 $ 236,177.41 98,820
Thermo Fibergen Inc.
136-0003 * TMO A.NQ/12 09/12/96 2008 10.01 $10.00 2,000 600
0 600 $ 6,000.00 2,000
Thermo Trilogy Corporation
130-0001 * TMO A.NQ-R/5 01/21/98 2003 100.04 $8.25 2,000 0
0 0 $ 0.00 2,000
ThermoLase Corporation
94-0002 TMO A.NQ/12 11/28/95 2007 10.01 $22.75 5,000 2,000
0 2,000 $ 45,500.00 5,000
ThermoLyte Corporation
91-0003 * TMO A.NQ-R/12 03/11/96 2008 100.09 $10.00 2,000 0
0 0 $ 0.00 2,000
ThermoTrex Corporation
163-0001 * TMO A.NQ/10 01/21/98 2003 25.01 $7.82 1,023 512
0 512 $ 4,003.84 1,023
Trex Medical Corporation
110-0001 TXM A.NQ/12 03/26/96 2008 10.01 $11.00 40,000 16,000
8,000 8,000 $ 88,000.00 32,000
</TABLE>
<PAGE>
COMPANY INFORMATION AND INVENTION AGREEMENT
In consideration and as a condition of my employment, or if now employed,
the continuation of my employment by Thermo Electron Corporation or a subsidiary
thereof (hereinafter collectively called the "Company") and the compensation
paid therefor:
1. I agree not to disclose to others or use for my own benefit during my
employment by the Company or thereafter any trade secrets or Company
private information pertaining to any of the actual or anticipated
business of the Company or any of its customers, consultants, or licensees
acquired by me during the period of my employment, except to such an
extent as may be necessary in the ordinary course of performing my
particular duties as an employee of the Company.
2. I agree not to disclose to the Company, or to induce the Company to use,
any confidential information or material belonging to others.
3. I understand that the making of inventions, improvements, and discoveries
is one of the incidents of my employment, or that if not I may nonetheless
make inventions while employed by the Company, and I agree to assign to
Thermo Electron Corporation or its nominee my entire right, title, and
interest in any invention, idea, device, or process, whether patentable or
not, hereafter made or conceived by me solely or jointly with others
during the period of my employment by the Company in an executive,
managerial, planning, technical, research, engineering, or other capacity
and which relates in any manner to the business of the Company, or relates
to its actual or planned research or development, or is suggested or
results from any task assigned to me or work performed by me for or in
behalf of the Company, except any invention or idea which cannot be
assigned by the Company because of a prior agreement with NONE effective
until __________________________ (give name and date or write "none").
4. I agree, in connection with any invention, idea, device, or process
covered by paragraph 3:
a) To disclose it promptly in writing to the proper officers or attorney
of the Company.
b) To execute promptly, on request, patent applications and assignments
thereof to Thermo Electron or its nominees and to assist the Company in
any reasonable manner to enable it to secure a patent therefor in the
United States and any foreign countries, all without further
compensation except as provided herein.
<PAGE>
5. I further agree that all papers and records of every kind relating to any
invention or improvement included with the terms of the Agreement, which
shall at any time come into my possession shall be the sole and exclusive
property of the Company and shall be surrendered to the Company or upon
request at any other time either during or after the termination of such
employment.
6. I further agree that the obligations and undertakings stated above in
paragraph 4b shall continue beyond the termination of my employment by the
Company, but if I am called upon to render such assistance after the
termination of my employment, then I shall be entitled to a fair and
reasonable per diem in addition to reimbursement of any expenses incurred
at the request of the Company.
7. I agree to identify in an attachment to this Agreement all inventions or
ideas related to the business or actual or planned research or development
of the Company in which I have right, title, or interest, and which were
conceived either wholly or in part by me prior to my employment by the
Company but neither published nor filed in the U.S.
Patent and Trademark Office.
8. I understand that this Agreement supersedes any agreement previously
executed by me relating to the disclosure, assignment and patenting of
inventions, improvements, and discoveries made during my employment by the
Company. This Agreement shall inure to the benefits of the successors and
assigns of the Company and shall be binding upon my heirs, assigns,
administrators, and representatives.
9. I understand that this Agreement does not apply to an invention which
qualifies fully under the provisions of any statute or regulation which
renders unenforceable the required assignment or transfer of certain
inventions made by an employee such as, but not limited to, Section 2870
of the California Labor Code.
/s/ Earl R. Lewis
-----------------------------------
Employee
August 9, 2000
_______________________ -----------------------------------
Witness Date
THERMO ELECTRON CORPORATION
By: /s/ Seth H. Hoogasian
_______________________ -----------------------------------
Witness Vice President and General Counsel
August 9, 2000
-----------------------------------
Date
