Amendment Number 1 to Employment Agreement between CONMED Corporation and Curt R. Hartman dated December 28, 2020
EX-10.2 3 exhibit102.htm EX-10.2 Document
Martha Goldberg Aronson
Lead Independent Director of the Board of Directors
525 French Road
Utica, NY 13502
Mr. Curt R. Hartman
[Address on File]
Re: Amended Employment Terms
Please accept this letter as Amendment Number 1 to your November 9, 2014 Letter Agreement with CONMED Corporation (“Amendment”). This Amendment will supplement and amend your November 9, 2014 Letter Agreement (the “CEO Letter Agreement) to address certain matters relating to changes arising since the date of the CEO Letter Agreement: namely, the manner in which CONMED has been operating since the date of the CEO Letter Agreement, and the change that, while CONMED was a New York corporation in 2014, CONMED is now a Delaware corporation as of the date of this Amendment. The Amendment also reflects that the headquarters in 2014 were in Utica, New York, and as of the date of this Amendment are now in Largo, Florida.
Certain sections of the CEO Letter Agreement are hereby replaced and amended to read as follows:
1. Effective Date; Employment as President and Chief Executive Officer. Effective November 9, 2014 (“Effective Date”), you will be employed as the President and Chief Executive Officer of the Company, reporting to the Board. You will continue to be an at-will employee for all purposes. As such, your employment may be terminated by the Company or by you at any time with or without prior notice. Your principal place of employment will be at an office the Company will rent for you near your residence as the Company and you may agree as of the date of this Amendment and thereafter, and you will also have an office at the Company's headquarters, which has been in Utica, New York through December 31, 2020, and shall be in Largo, Florida from January 1, 2021 and thereafter. While you are serving as Chief Executive Officer, the Board will nominate you for re-election as a member of the Board consistent with Board practices as and when your term as a director otherwise would expire. You agree to serve without additional compensation as a director of the Company and as an officer or director of any of the Company's subsidiaries.
2. Moving Allowance: [Deleted as of the date of this Amendment.]
3. Applicable Law; Choice of Forum.
a) Excepting any claim for benefits under any employee benefit plan in which you are a participant (which claims shall be determined in accordance with the terms of such plan), to the fullest extent permitted by law, all claims that you may have against the Company or any other
controversy arising under, or otherwise relating to, the terms of your employment with and services rendered by you to the Company shall be governed by, and construed exclusively in accordance with, the laws of the State of Delaware.
b) Any suit, action or other proceeding arising out of or relating to this the terms of your employment with and services rendered by you to the Company and brought by you under the CEO Letter Agreement including this Amendment shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware, and each of the parties hereto hereby irrevocably submits to the jurisdiction of such courts for the purpose of any such suit, action or other proceeding.
c) The Company shall be free to bring any suit or claim relating to the enforcement of the terms of this Agreement in any court of competent jurisdiction.
d) THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THIS AGREEMENT.
All other provisions of the CEO Letter Agreement remain in full force and effect. If you approve of this Amendment, please sign this letter where indicated below.
/s/ Martha Goldberg Aronson
Date: December 28, 2020
Martha Goldberg Aronson
Lead Independent Director of the
Board of Directors
AGREED AND ACCEPTED:
/s/ Curt R. Hartman
Curt R. Hartman
cc: Heather Cohen
Daniel S. Jonas, Esq.