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Technical Advisory Agreement Of Joseph E. Laptewicz

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EXHIBIT 10.5


TECHNICAL ADVISORY AGREEMENT


THIS TECHNICAL ADVISORY AGREEMENT (this "Agreement") is entered into by and between Empi Corp., a Minnesota corporation (the "Company") and Joseph E. Laptewicz, Jr. (the "Technical Advisor"), effective as of January 1, 2003 (the "Effective Date").


RECITALS


A. The Company desires to engage the Technical Advisor to assist the Company on the terms and conditions set forth herein;


B. The Company believes that it is in its best interest to engage the Technical Advisor; and


C. The Technical Advisor desires to be engaged by the Company in the capacity and on the terms and conditions described herein.


AGREEMENT


For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


1. Scope of Engagement.


a. The Company agrees to retain the Technical Advisor for the period
set forth in Section 1(b) and the Technical Advisor accepts this engagement
to perform the services set forth in Section 2(a) on the terms and
conditions set forth herein.


b. The term of this Agreement (the "Term") shall be for the period
beginning on the Effective Date and ending on December 31, 2004 unless
earlier terminated as provided in Section 4.


2. Duties.


a. The Technical Advisor shall serve as a technical advisor to the
Company with the responsibilities, duties and authority set forth below and
additional responsibilities, duties and authority as may from time to time
be assigned to the Technical Advisor by the CEO. During the Term, the
Technical Advisor's duties shall include the following:


(i) Provide technical support in the development of projects
undertaken by the Company.


(ii) Provide industry expertise with respect to regulatory
positioning of the Company's products.


(iii) Serve as advisor and mentor to the CEO with respect to
operational and integration issues.


(iv) Review new products and technologies developed or purchased
by the Company.


(v) Evaluate products and technologies developed or owned by
target companies.


(vi) Attend at least one strategy session with TC Group, L.L.C.,
a Delaware limited liability company (the "Carlyle Group").


b. During the Term, it is expected that the Technical Advisor shall be
accessible as needed to advise the Company and perform the duties set forth
in Section 2(a).


c. The Technical Advisor acknowledges and agrees that the Technical
Advisor has a duty to act in the best interests of the Company. The
Technical Advisor agrees not to commit any act that would injure the
business, interests or reputation of the Company or any of the Company's
subsidiaries, affiliates or owners.


3. Compensation. As compensation for the Technical Advisor's services, the Technical Advisor shall receive the following amounts:


a. Advisory Fee. Subject to Section 5, The Company shall pay the
Technical Advisor an advisory fee equal to $45,000 per year (the "Advisory
Fee") in 12 monthly installments for the performance of the duties set
forth in Section 2(a). The Technical Advisor acknowledges and agrees that
the monthly installments are subject to withholding.


b. Benefits. The Technical Advisor shall be entitled to participate in
the Company's group health plan, group dental plan and 401(k) plan to the
extent that the Technical Advisor is eligible to receive benefits under
such plans.


c. Expenses. The Company shall reimburse the Technical Advisor for all
reasonable expenses incurred during the Term for travel, lodging,
entertainment, and other business expenses incurred in connection with the
performance of the duties set forth in Section 2.


4. Termination. The Technical Advisor's engagement with the Company shall' terminate upon the first to occur of the following events:


a. automatically upon the death or retirement of the Technical
Advisor;


b. automatically upon the occurrence of any of the following events:
(i) consummation of a merger or acquisition in which the Company is not the
surviving entity; (ii) consummation of a sale, transfer or other
disposition of all or substantially all of the assets of the Company; (iii)
the Carlyle Group or any affiliate of the Carlyle Group (collectively,
"Carlyle") cease to hold 50% of the shares of common stock of the Company;
or (iv) an underwritten public offering of shares of common stock of the


2


Company pursuant to an effective registration statement under the
Securities Act of 1933, as amended.


5. Effect of Termination. The sole liability of the Company under this Agreement upon termination of the Technical Advisor's engagement shall be to (a) reimburse the Technical Advisor pursuant to Section 3(c) for reasonable expenses incurred by the Technical Advisor during the Term, and (b) pay any accrued but unpaid portion of the Advisory Fee (appropriately pro-rated to the date of termination) and (c) make the Technical Advisor eligible to continue the medical and/or dental coverage for up to 18 months pursuant to the COBRA regulations and to comply with any other obligations under this Agreement which expressly survive termination of the Technical Advisor's engagement or pursuant to any other written agreements between the Technical Advisor and the Company. The Technical Advisor acknowledges and agrees that the Company is not obligated to provide any severance payment to the Technical Advisor upon termination of this Agreement, and that the Company is not obligated to pay the Technical Advisor for any accrued, but unused vacation or sick leave upon termination of the Technical Advisor's engagement unless required by state law.


6. Nondisclosure.


a. Except as required in the faithful performance of the Technical
Advisor's duties hereunder or pursuant to Section 6(c) below or as
expressly authorized by the Company in writing, the Technical Advisor
shall, in perpetuity, maintain in confidence and shall not directly,
indirectly or otherwise, use, disseminate, disclose or publish, or use for
his benefit or the benefit of any person, firm, corporation or other entity
any confidential or proprietary information or trade secrets of or relating
to the Company or Carlyle, including, without limitation, information with
respect to the Company's or Carlyle's business operations, processes,
products, inventions, business practices, finances, principals, vendors,
supplier
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