{"id":39267,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-imagistics-international-inc-and2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-imagistics-international-inc-and2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-imagistics-international-inc-and2.html","title":{"rendered":"Employment Agreement &#8211; Imagistics International Inc. and Nathaniel M. Gifford"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n     AGREEMENT, entered into as of the 8th day of January 2002 between\nImagistics International Inc., a Delaware corporation (\"Company\") and Nathaniel\nM. Gifford, currently residing at 25 Skating Pond Road, Trumbull, Connecticut\n06611 (\"Executive\");\n\n     WHEREAS, the Company desires to employ Executive as its Vice President,\nProduct Development and Marketing upon the terms and conditions set forth herein\nand Executive is willing to be so employed;\n\n     NOW, THEREFORE, in consideration of the promises and the agreements\ncontained herein, the Company and Executive hereby agree as follows:\n\n     1. Term of Employment. Company shall employ Executive under this Agreement,\nand Executive hereby accepts such employment, for the period commencing on the\ndate hereof (the \"Effective Date\") and ending on the third anniversary hereof,\nunless Executive is given notice by Company of its intention to extend or renew\nthe term of this Agreement within 120 days of the expiration of the initial\nterm, or unless the Agreement is terminated sooner in accordance with the\nprovisions of Section 7. The initial term and any renewal term shall be referred\nto as the \"Term of Employment\".\n\n     2. Position and Duties. During the Term of Employment:\n\n     (A) Executive shall serve as Vice President, Product Development and\nMarketing for the Company, and shall have such authority and duties (the\n\"Duties\") as may be assigned to him from time to time by the Chief Executive\nOfficer of the Company (the \"CEO\"), commensurate with such position and title.\nExecutive shall report solely and directly to the CEO.\n\n     (B) Executive will devote all of his business time and attention to the\nbusiness of the Company in performing such Duties and promoting the interests\nand goodwill of the Company.\n\n     (C) Executive may serve on corporate, civic or charitable boards or\ncommittees, deliver lectures, fulfill speaking engagements, teach at educational\ninstitutions or manage personal investments, provided in each case that such\nactivities do not individually or in the aggregate interfere with the\nperformance of his Duties under this Agreement.\n\n     3. Base Salary. Commencing as of the Effective Date, the Company shall pay\nExecutive an annualized salary of Two Hundred Twenty Five Thousand Dollars\n($225,000.00) (the \"Base Salary\") in accordance with its regular payroll\npractices, subject to applicable tax withholding. Base Salary shall be reviewed\nat least annually for increase in the discretion of the Board of Directors of\nthe Company (the \"Board\") after consultation with the CEO. Base Salary, as\nadjusted, shall be considered the new Base Salary for all purposes of this\nAgreement and shall not thereafter be reduced.\n\n     4. Annual Cash Incentive. Executive shall be eligible for an annual\nperformance cash bonus (\"Annual Bonus\") in accordance with the terms of the\nCompany's Key Employees' Incentive Plan, as it may be amended or restated from\ntime to time (\"KEIP\"). With respect to each fiscal year ending during the Term\nof Employment, such Annual Bonus shall range from 0% to 70%\n\n\nof the Executive's then Base Salary (70% being the \"Maximum Annual Bonus\"), with\na target equal to 35% of the Executive's then Base Salary (the \"Target Annual\nBonus\"), based on both the individual performance of the Executive and the\nCompany's performance all as determined by the Committee in its discretion. To\nthe extent earned, Executive shall be paid his Annual Bonus at the same time\nthat other senior-level executives receive their awards.\n\n     5. Long-term Incentives.\n\n     (A) Option Grant. As an inducement to Executive to enter into this\nAgreement, Company shall grant to Executive, as of the date upon which initial\ngrants are made to other senior executives of the Company (the \"Initial Grant\nDate\"), an Option to purchase shares of Common Stock in an amount to be\ndetermined by the Board (the \"Initial Option\") in accordance with the terms of\nthe Company's 2001 Stock Plan, as it may be amended or restated from time to\ntime (the \"Stock Plan\"). Such Options shall vest in thirds upon each of the\nfirst three anniversary dates of the Initial Grant Date, and shall be fully\nvested upon Executive's death, Disability or a Change of Control. Although\nCompany and Executive intend the Initial Option to be in lieu of normal annual\nor other option grants through the end of 2004, the Committee may at any time in\nits discretion consider Executive for possible future annual or other grants of\nOptions (such Options, collectively, the \"Subsequent Options\") and, commencing\nin 2005, shall at least once during each year consider Executive for a grant of\na Subsequent Option. The terms of the Initial, and any Subsequent, Option grant\nshall be set forth in written option agreement between Company and Executive.\n\n     B) Restricted Stock Award. As of the Initial Grant Date, Company shall\ngrant Executive shares of restricted Common Stock in an amount to be determined\nby the Board (\"Restricted Stock\"), in accordance with the terms of the Stock\nPlan. Such Restricted Stock shall, subject to Executive's continued employment\nby the Company, vest in its entirety on the third anniversary of the Initial\nGrant Date and shall be fully vested upon a Change of Control. Executive shall\nhave the right to vote, and receive all dividends payable in respect of, the\nRestricted Stock unless and until such Stock is forfeited.\n\n     (C) Long-term Incentive Award. Executive shall be entitled to participate\nin the Company's Key Employees' Incentive Plan, with a target award opportunity,\nmaximum award opportunity, and multi-year performance goals all to be\nestablished by the Committee in its discretion.\n\n     6. Other Benefits.\n\n     (A) Savings and Retirement Plans; Other Executive Compensation Plans.\nDuring the Term of Employment, Executive shall be entitled to participate in all\nqualified and non-qualified savings and retirement plans, and all other\ncompensation and benefit plans and programs that are generally available to\nother senior executives of the Company.\n\n     (B) Welfare and Fringe Benefits. During the Term of Employment, Executive\nshall be eligible to participate in all welfare and fringe benefit programs\ngenerally available to Company's senior executives.\n\n     (C) Expenses. Company shall promptly reimburse Executive for reasonable\nbusiness-related expenses he incurs in executing his Duties hereunder that are\ndocumented in accordance with Company policies.\n\n\n                                                                               2\n\n\n     (D) Vacation. Executive shall receive 4 weeks paid vacation, in accordance\nwith the policies applicable to senior executives of the Company, including any\npolicy relating to accumulation and cash-out of unused vacation.\n\n     7. Termination.\n\n     (A) Due to Executive's Death or Disability. If Executive's employment\nterminates during the Term of Employment due to his death or Disability, Company\nshall provide Executive, his estate or beneficiaries, as applicable, with: (i)\ncontinuation of Base Salary for three (3) full months following the month\ncontaining Executive's Termination Date; (ii) a Pro-rata Annual Bonus; (iii) the\nright to exercise each outstanding Initial and Subsequent Option for a period of\n12 months, all such options to be deemed fully vested and exercisable as of the\ndate of his Termination Date;(iv) payment of the Restricted Stock that has, or\nwould have, vested within 12 months of termination due to death or Disability;\n(v) such benefits as Executive may be entitled to under any applicable employee\nbenefit plan or program of the Company including, without limitation, immediate\nvesting under any qualified or non-qualified retirement or savings plan, and\ncontinued participation in any welfare benefit plan, but only to the extent\nprovided under the terms of any plan or policy applicable to senior executive\nemployees; and (vi) any other entitlements described in Section 7(E).\n\n     (B) By Company for Cause; or By Executive for other than Good Reason. If\nExecutive's employment is terminated by Company for Cause, or Executive\nvoluntary terminates service other than for Good Reason, death, or Disability,\nCompany shall provide Executive with: (i) any accrued, but unpaid, Base Salary\nthrough the Termination Date; (ii) 30 days to exercise any Options then\nexercisable on the Termination Date; and (iii) any entitlements described in\nSection 7(E). Executive shall not be entitled to any Severance under this\nAgreement or under any severance program applicable to employees of the Company,\nor any other benefits hereunder, and shall forfeit all unvested Restricted Stock\nand any other equity compensation to the extent not then vested or exercisable.\n\n     Company may not terminate Executive's employment for Cause unless Company\ngives written notice (the \"Termination Notice\") to Executive of its intent to\nterminate him for Cause, stating in detail the specific reasons that form the\nbasis for the proposed Termination for Cause. Except for a Termination for Cause\npursuant to Section 13(i) or (ii), which will be effective on the date set forth\nin the Termination Notice, Executive shall have at least 30 days after the\nTermination Notice is provided to rectify the situation providing grounds for\nTermination with Cause. If he fails to do so to the satisfaction of the CEO\nwithin such 30-day period, Executive shall be terminated for Cause.\n\n     (C) By the Company Without \"Cause\"; or By the Executive For Good Reason. If\nExecutive's employment is terminated by Company without Cause, other than for\ndeath or Disability, or Executive terminates for Good Reason, and such\ntermination is not in either case in connection with a Change of Control,\nCompany shall provide Executive with: (i) continuation of Base Salary for a\n12-month period, plus Executive's Target Annual Bonus pro-rated for the portion\nof the current year during which Executive was actively employed; (ii) the right\nto exercise each outstanding Initial and Subsequent Option for the ninety (90)\nday period following the Termination Date to the extent that such Options would\nbe, or become, vested and exercisable during such Period; (iii) payment of the\nRestricted Stock that would have vested within ninety (90) day period following\nthe Termination Date; (iv) the continuation for the Severance Period of the\nbenefits specified in Sections 6(A) and (B) to which Executive is entitled as of\nthe Termination Date (or, if such benefits are not available, or cannot be\nprovided due to applicable law, a lump sum amount equal to the after-tax\neconomic\n\n\n                                                                               3\n\n\nequivalent thereof; provided that with respect to any benefit to be provided on\nan insured basis, such value shall be the present value of the premiums expected\nto be paid for such coverage, and with respect to other benefits, such value\nshall be the present value of the expected net cost to the Company of providing\nsuch benefits); and (v) the entitlements described in Section 7(E). No\ntermination by Company without Cause shall be effective unless Company shall\nhave provided Executive with at least 45 days advance written notice. A failure\nto renew this Agreement at the expiration of the Executive's Term of Employment\nupon terms at least as favorable to the Executive as contained herein shall not\nbe considered a termination by the Company Without Cause.\n\n     (D) Termination In Connection with a Change in Control. If Executive's\nemployment is terminated by Company without Cause, other than for death or\nDisability, or Executive terminates for Good Reason, and in each case such\ntermination occurs within two (2) years following a Change in Control, Company\nshall provide Executive with: (i) a lump sum amount in immediately available\nfunds equal to two times the Executive's annualized Base Salary, plus two times\nthe Executive's full Maximum Annual Bonus for the year in which the Termination\nDate occurs; (ii) immediate vesting in, and the right to exercise, each\noutstanding Initial and Subsequent Option for the Severance Period following the\nTermination Date; (iii) immediate vesting and payment of Restricted Stock as of\nthe Termination Date; (iv) the continuation for the Severance Period of the\nbenefits specified in Sections 6(A) and (B) to which Executive is entitled as of\nthe Date of Termination (or, if such benefits are not available, or cannot be\nprovided due to applicable law, a lump sum amount equal to the after-tax\neconomic equivalent thereof; provided that with respect to any benefit to be\nprovided on an insured basis, such value shall be the present value of the\npremiums expected to be paid for such coverage, and with respect to other\nbenefits, such value shall be the present value of the expected net cost to the\nCompany of providing such benefits); (v) immediate vesting in the Company's\nqualified and non-qualified deferred compensation plans, provided that in the\nevent that full vesting is not permitted with respect to any qualified plan, the\nExecutive shall be paid a lump sum amount in immediately available funds equal\nto the total amount (if any) of Executive's unvested benefits which are\nforfeited on account of Executive's Termination of Employment; and (vi) the\nentitlements described in Section 7(E).\n\n     (E) Other Termination Benefits; No Mitigation Required. In addition to any\namounts or benefits payable under this Section 7, Executive shall be entitled\n(i) to payment of his Base Salary through the Termination Date; (ii) any\npayments or benefits provided under the terms of any Company benefit plan,\nprogram or policy, or as required by applicable law, and (iii) prompt payment,\nwhen due, of all amounts owing under the Agreement. Any COBRA rights that\nExecutive (or any other qualified beneficiary) has shall run concurrently with\nthe health insurance benefit continuation provisions otherwise applicable in\nthis Section 7. The Company agrees that Executive is not required to seek other\nemployment, or to mitigate the amounts payable under this Agreement. No\ncompensation earned from subsequent employment will reduce any amount payable\nhereunder. However, Executive shall notify Company, within 30 days, of becoming\ncovered under another group health plan of a subsequent employer, and the health\nbenefit coverage provided hereunder will become secondary to any such coverage\nprovided by another employer.\n\n     8. Excise Tax Gross-Up. If any payment to Executive pursuant to this\nAgreement or any other payment or benefit from the Company, any Affiliate, any\nshareholder of the Company or any other person is determined to be subject to\nthe excise tax imposed by Section 4999 of the Code or any similar tax payable\nunder any United States federal, state, local or other law (the \"Excise Tax\"),\nthen Executive shall receive a Tax Gross-Up Payment with respect to all such\nexcise taxes and similar taxes. The \"Tax Gross-Up Payment\" shall mean an amount\npayable to the Executive such that, after payment of all federal, state and\nlocal taxes on such Tax Gross-Up Payment, there remains\n\n\n                                                                               4\n\n\na balance sufficient to pay the Excise Tax being reimbursed. The Company's\noutside auditor (the \"Auditor\") shall determine whether any payment under this\nAgreement is subject to an Excise Tax and, if so, the amount and timing of the\nTax Gross-Up Payment.\n\n     9. Non-Compete; Non-Solicitation; Confidentiality and Non-Disparagement.\nExecutive agrees that:\n\n     (A) Non-compete and Non-solicitation. At no time during the Term of\nEmployment, nor during Severance Period following Executive's Termination Date,\nwill he:\n\n          (i) become employed by, enter into a consulting arrangement with, or\n     otherwise agree to perform personal services for a Competitor;\n\n          (ii) manage, acquire an ownership interest in, participate in the\n     management or ownership of, or otherwise be connected in any material\n     manner with a Competitor, provided, however that nothing herein shall\n     prevent Executive from acquiring up to 5% of any class of outstanding\n     equity securities of any company whose equity securities are regularly\n     traded on a national securities exchange or in an \"over-the-counter\n     market\";\n\n          (iii) directly or indirectly employ, or seek to employ or secure the\n     services in any capacity of, any person employed at that time by Company or\n     any of its Affiliates, or otherwise encourage or entice any such person to\n     leave such employment;\n\n          (iv) solicit any customers or vendors of Company on behalf of, or for\n     the benefit of a Competitor.\n\n     (B) Non-disclosure. At no time during the Term of Employment, nor\nthereafter, will Executive, without prior written consent of Company, divulge,\ndisclose or make accessible to any person or entity any confidential non-public\ndocument or information concerning the business or affairs of the Company that\nhe has acquired in the course of his employment hereunder, except (i) to the\nCompany or to any authorized (or apparently authorized) agent or representative\nof Company, (ii) in connection with performing his Duties under this Agreement,\nor (iii) when required to do so by law or by legal process. These restrictions\nshall not apply to any document or information (i) that has previously been\ndisclosed to the public, or is in the public domain, other than as a result of\nthe Executive's breach of this covenant or (ii) is known or generally available\nwithin any trade or industry of Company.\n\n     (C) Non-disparagement. At no time during the Term of Employment, nor\nthereafter, will Executive knowingly make any written or oral statement that\ndisparages Company or its Affiliates in communications with any customer,\nclient, or the public.\n\nExecutive acknowledges that the restraints of this Section 9 are reasonable and\nthat monetary damages would not provide an adequate remedy for the Company in\nthe event of a breach of this Section. Executive thus agrees that Company is\nentitled to an injunction preventing such breach, in addition to any other legal\nremedies Company may have. Further, if a court with jurisdiction determines that\nany restraint contained in this Section is unenforceable, then the provisions of\nthis Section shall be deemed amended to the extent necessary to render them\nenforceable.\n\n     10. Cooperation. Following his Termination Date, Executive will cooperate\nwith, and assist, the Company to ensure a smooth transition in management and,\nif requested by Company, will\n\n\n                                                                               5\n\n\nmake himself available to consult during regular business hours at mutually\nagreed upon times for up to a 3 month period thereafter. At any time following\nhis Termination Date, Executive will provide such information as Company may\nreasonably request with respect to any Company-related transaction or other\nmatter in which the Executive was involved in any way while employed by Company.\nExecutive further agrees, during the Term of his Employment and thereafter, he\nwill assist and cooperate with Company in connection with the defense or\nprosecution of any claim that may be made against, or by, Company or its\nAffiliates, in connection with any dispute or claim of any kind involving\nCompany or its Affiliates, including providing testimony in any proceeding\nbefore any arbitral, administrative, judicial, legislative or other body or\nagency. Executive shall be entitled to reimbursement for all properly documented\nexpenses incurred in connection with rendering services under this Section,\nincluding, but not limited to, reimbursement for all reasonable travel, lodging,\nmeal expenses, and legal fees, and Executive shall be entitled to a per diem\namount for his services equal to his then most recent annualized Base Salary\nunder this Agreement, divided by 240 (business days).\n\n     11. Indemnification; D&amp;O Insurance.\n\n     (A) Indemnification. Company shall, to the fullest extent legally permitted\nor authorized by the Company's Articles of Incorporation, By-laws or Board\nresolutions or by the laws of the State of Delaware, indemnify Executive against\nany judgements, fines, penalties, settlement amounts and reasonable costs and\nexpenses actually incurred (including legal fees) if he is made a party, or is\nthreatened to be made a party, to any proceeding (i) by reason of the fact that\nhe is or was an officer, director, officer, employee, or agent of Company or its\nAffiliates or (ii) if any claim is made or threatened relating to Executive's\nservice hereunder or in any of the foregoing capacities. Company shall advance\nto Executive all costs and expenses incurred by him in connection with any such\nproceeding or claim within 20 days after receiving written notice requesting\nsuch an advance. Such notice shall include, to the extent required by applicable\nlaw, an undertaking by Executive to repay the amount advanced if he ultimately\nis determined not to be entitled to indemnification against such costs and\nexpenses.\n\n     (B) D&amp;O Insurance. During the Term of Employment and for a period of six\nyears thereafter, the Company, or any successor to the Company resulting from a\nChange of Control, shall keep in place a directors' and officers' liability\ninsurance policy (or policies) providing comprehensive coverage to Executive to\nthe extent that Company provides such coverage for any other senior executive or\ndirector.\n\n     12. Miscellaneous.\n\n     (A) Arbitration. The parties agree to submit any and all disputes arising\nfrom or relating to this Agreement to arbitration in Connecticut (including,\nwithout limitation, disputes under Title VII, the ADEA, the ADA and analogous\nState laws) in accordance with the American Arbitration Association's National\nRules for Resolution of Employment Disputes. The determination of the\narbitrator(s) will be conclusive and binding on Company and Executive, and\njudgment upon the award rendered may be entered by a court with jurisdiction.\nThe Company will pay the expenses of such arbitration (e.g., filing fees and the\ncost of the arbitrator), and each party will separately pay for their counsel\nfees. Notwithstanding the foregoing, however, in the event that Executive is the\nprevailing party, Company shall reimburse Executive his reasonable expenses\nincluding, without limitation, attorneys' fees, fees and expenses payable to\nwitnesses, and transcription costs.\n\n\n                                                                               6\n\n\n     (B) Release. The payments provided in Section 7(C) and (D) are intended as\nenhanced severance for a termination by the Company without Cause, or a\nTermination by the Executive for Good Reason. As a condition of receiving such\npayments, Executive shall first execute and deliver a general release of all\nclaims against Company, its Affiliates, agents and employees (other than any\nclaims or rights pursuant to employment agreement, or equity and employee\nbenefit plans) in form and substance satisfactory to Company.\n\n     (C) Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of Connecticut, without reference to principles of\nconflict of law.\n\n     (D) Entire Agreement. This Agreement contains the entire understanding and\nagreement between the parties concerning the subject matter hereof and\nsupersedes all prior agreements, understandings and negotiations with respect\nthereto, whether written or oral.\n\n     (E) Tax Withholding. Company may withhold such federal, state and local\ntaxes from any amounts payable hereunder as may be required to be withheld under\napplicable law or regulation. In the case of Options and Restricted Stock,\nExecutive may pay such withholding tax obligations pursuant to any method\npermitted under the terms of Company's Stock Plan.\n\n     (F) Severability. If any provision or portion of this Agreement is\ndetermined to be invalid or unenforceable, the remaining provisions of the\nAgreement shall remain in force, and shall be construed in a manner so as to\neffect the purposes of this Agreement to the fullest extent permitted by law.\n\n     (G) Amendment; Waiver. This Agreement may be amended only in a writing\nsigned by both parties. The failure of a party to insist upon strict adherence\nto any term of this Agreement on any occasion shall not be considered a waiver\nof such party's rights or deprive such party of the right thereafter to insist\nupon strict adherence to that term or any other term of this Agreement.\n\n     (H) Assignment; Successors. Company may not assign its rights and\nobligations under this Agreement without the prior written consent of Executive\nexcept to a successor of Company's business which expressly assumes Company's\nobligations hereunder in writing. In the event of any sale of assets or\nliquidation of the Company, the Company shall use its best efforts to cause such\nassignee or transferee to expressly assume this Agreement. This Agreement shall\nbe binding upon and inure to the benefit of Executive, his estate and\nbeneficiaries, Company and the successors and permitted assigns of Company.\nExecutive may not assign, transfer, alienate or encumber any rights or\nobligations under this Agreement, except by will or operation of law, and\nprovided that he may designate beneficiaries to receive any payments permitted\nunder the terms of Company's benefit plans.\n\n     (I) Beneficiaries. If Executive dies after having become entitled to any\npayments under this Agreement and prior to having received all amounts owed, any\namounts remaining unpaid at his death shall be paid to his designated\nbeneficiary or, if none is designated, to his estate.\n\n     (J) Captions. Captions and headings in this Agreement are for convenience\nof reference only and do not constitute a part of the Agreement.\n\n     (K) Notices. All notices shall be in writing and deliver by hand, by\nnationally-recognized delivery service that guarantees overnight delivery, or by\nprepaid registered or certified mail, addresses as follows:\n\n\n                                                                               7\n\n\nIf to the Company:       Imagistics International Inc.\n                         100 Oakview Drive\n                         Trumbull, CT 06611\n                         Attn: Chairman and CEO\n                         Facsimile #: 203-365-7497\n\nIf to the Executive:     Nathaniel M. Gifford\n                         25 Skating Pond Road\n                         Trumbull, Connecticut 06611\n\n                         (with a copy to the Executive at the Company's address)\n\n     13. Definitions.\n\n     (A) \"Affiliate\" means (i) any entity that, directly or indirectly controls,\nis controlled by, or is under common control with, the Company, or (ii) any\nentity in which the Company has a significant equity interest, as determined by\nthe Committee.\n\n     (B) \"Cause\" means the Executive has: (i) been convicted of a felony or\nentered into a plea of nolo contendre with respect thereto, or has been\nconvicted of a misdemeanor involving an act of dishonesty or moral turpitude;\n(ii) committed fraud, embezzlement or other dishonesty or breach of business\nethics against the Company, or breached his duty of loyalty to the Company;\n(iii) willfully disobeyed the directions of the Board or the CEO to adhere to\nthe policies or practices of the Company; or (iv) breached this Agreement in any\nmaterial respect, if such breach remains uncured, as provided for in Section\n7(B).\n\n     (C) \"Change of Control\" shall have the same meaning as that given the term\nin Company's Stock Plan, as amended from time to time; provided, however, that\n(I) if Executive agrees in writing in advance, then no Change of Control shall\nbe deemed to occur hereunder; and (II) regardless of the definition contained in\nthe Stock Plan, a Change of Control shall be deemed to occur if the Board, in\nits discretion, so determines by a vote of a majority of the then Board members.\n\n     (D) \"Committee\" means the Executive Compensation and Development Committee\nof the Board.\n\n     (E) \"Competitor\" means a business that directly, or indirectly competes to\na material extent, whether domestically or internationally, with any line of\nbusiness of the Company or its Affiliates that was operated by the Company or\nits Affiliates at the Termination Date, or any business identified as of the\nTermination Date, for introduction into the marketplace pursuant to the strategy\nmost recently approved by Company senior management, including, without\nlimitation, any business engaged in the development, manufacture, or\ndistribution (including sales, leasing or rental) of copier equipment, facsimile\nequipment, or desktop or network printers.\n\n     (F) \"Disabled\" means having been determined to be totally disabled under\nthe terms of the Company's Long-term Disability Plan.\n\n     (G) \"Pro-Rata\" shall mean a fraction, the numerator of which is the number\nof days that the Executive was employed in the applicable performance period (a\nfiscal year in the case of an\n\n\n                                                                               8\n\n\nAnnual Bonus) and the denominator of which shall be the number of days in the\napplicable performance period.\n\n     (H) \"Pro-rata Annual Bonus\" means (a) the product of the amount of the\nTarget Annual Bonus to which Executive would have been entitled if he had been\nemployed by the Company on the last day of the year that includes the\nTermination Date and if Executive had achieved his Target Performance Goals for\nsuch year, multiplied by (b) a fraction of which the numerator is the numbers of\ndays which have elapsed in such year through the Termination Date and the\ndenominator is 365.\n\n     (I) \"Severance Period\" means the period of Base Salary continuation\nprovided for in Section 7(C) or (D), whichever is applicable. Where Base Salary\nis paid in a single sum, the Severance Period shall be the number of months over\nwhich such Base Salary would be attributable if received ratably.\n\n     (J) \"Termination by Executive for Good Reason\" means termination by\nExecutive of his employment on 45 days' written notice given by Executive to\nCompany following the occurrence, without his prior written consent, of any of\nthe following events, unless the Company fully cures all grounds for such\ntermination within 30 days after the Executive's notice:\n\n     (i) any reduction in his Base Salary or any reduction in his Annual Bonus\n     opportunity;\n\n     (ii) any material failure to timely honor any equity or long-term incentive\n     award unless such award is replaced with compensation of equal value, or\n     any other material breach of any of the Company's obligations,\n     representations or warranties in this Agreement;\n\n     (iii) the assignment to him of duties that are materially diminished or\n     inconsistent with his position and status as an Executive Officer of the\n     Company;\n\n     (iv) following any Change in Control, any relocation of Company's principal\n     office, or of Executive's own office as assigned to him by the Company, to\n     a location more than 50 miles from Trumbull, Connecticut or any significant\n     change in his business travel obligations from those existing immediately\n     prior to the Change in Control;\n\n     (v) following any Change in Control, any failure by Company to continue\n     Executive's participation, at substantially equivalent benefit levels, in\n     any compensation plan or program in which Executive participated\n     immediately prior to such Change in Control and which is material to\n     Executive's total compensation, unless an equitable arrangement (embodied\n     in an ongoing substitute or alternative plan) has been made with respect to\n     such plan; or\n\n     (vi) the failure of Company to obtain the assumption in writing of its\n     obligation to perform this Agreement by any successor to all or\n     substantially all of the assets of the Company within fifteen (15 ) days\n     after a merger, consolidation, sale or similar transaction.\n\n     (K) \"Termination Date\" means the date on which the Executive is terminated\nunder Section 7, as determined by the CEO.\n\nIN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date\nfirst set forth above.\n\n                                        IMAGISTICS INTERNATIONAL INC.\n\n                                        By: \/s\/ Marc C. Breslowsky\n                                           -------------------------------\n                                        Title: Chairman and CEO\n\n\n                                        Nathaniel M. Gifford\n                                         \/s\/ Nathaniel M. Gifford\n                                        ----------------------------------\n\n\n                                                                               9\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7831],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39267","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imagistics-international-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39267","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39267"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39267"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39267"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39267"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}