Income Protection and Severance Agreement between Home Diagnostics and Gregg Johnson
This agreement between Home Diagnostics and Gregg Johnson outlines income protection terms if Gregg's employment as Vice President, Consumer Healthcare, is terminated without cause. If terminated, Gregg will receive six months of salary continuation, continued health benefits for himself and his family, and accelerated vesting of all outstanding stock options. These benefits end if he secures equivalent full-time employment, but if the new salary is lower, Home Diagnostics will pay the difference for the remainder of the six months. The agreement also defines 'cause' for termination and supersedes prior related agreements.
November 4, 2008
Gregg Johnson
527 Chesterfield Lane
Barrington, IL 60010
Dear Gregg:
As part of your employment package as Vice President, Consumer Healthcare, we are pleased to offer to you an Income Protection arrangement. This letter supersedes any and other agreements written or otherwise with regard to income protection and/or severance arrangements between you and the Company:
Income Continuation Protection:
In the event that your employment is terminated by Home Diagnostics at anytime without “Cause” you shall be entitled to receive:
| I. | 6 months salary continuation at your highest base salary during the past 12 months; and |
| II. | Health benefits for you and your family during the salary continuation period. |
| III. | Accelerated vesting of all outstanding stock options. |
The income continuation benefits detailed above are subject to the limitation that if you become employed full-time with equivalent benefits following termination, all income continuation and medical benefits shall cease. However, should the new salary be less than your most recent salary at HDI, HDI will pay the difference between salaries through the end of the 6 month salary continuation period.
For purposes of this letter:
“Cause” shall mean (1) the indictment of, or the bringing of formal charges against you by a governmental authority for charges involving fraud, embezzlement, dishonesty, violence or moral turpitude; (2) your commission of any criminal act; (3) willful misconduct, gross negligence, gross malfeasance, gross misfeasance, or gross misconduct by you in the performance of your job; (4) actions by you which cause (company)’s reputation or image to materially suffer; (5) a breach by you of your Confidentiality and Non-Competition agreement; and (6) other events or matters relating to your job performance or conduct that would ordinarily cause an employer to seriously consider the termination of an employee’s employment.
If you agree, please sign where indicated and return to Kim Zeltwanger, Director, Human Resources.
Sincerely,
/s/ J. Richard Damron, Jr.
J. Richard Damron, Jr.
President/CEO
Agreed:
/s/ Gregg Johnson
Gregg Johnson
Dated: 11/4/2008
