Executive Employment Agreement



 Exhibit 10.2 
 EXECUTIVE EMPLOYMENT AGREEMENT 
  

			
	 PARTIES:
	 	FLIR Systems, Inc. (“Company”)
		 	27700 SW Parkway Avenue
		 	Wilsonville, OR 97070
		
		 	Earl R. Lewis (“Executive”)
		 	58 Ford Road
		 	Sudbury, Massachusetts 01776

 EFFECTIVE DATE: January 1, 2009 
 RECITALS: 
 The Company wishes to obtain the services of Executive for the duration of this
Agreement, and the Executive wishes to provide his services for such period, all upon the terms and conditions set forth in this Agreement. 
 Therefore, in
consideration of the mutual promises contained herein, the parties agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 1.1 “Base
Salary” means regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments. 
 1.2
“Board” means the Board of Directors of the Company. 
 1.3 “Cause” means Executive committed any one or more
of the following: (i) willful gross misconduct in the performance of any material duties under this Agreement that results in material damage to the Company, and if such misconduct is susceptible of cure, the failure to effect such cure within
thirty (30) days after written notice from the Board of such misconduct is given to Executive; (ii) material use of alcohol or illegal drugs which materially interferes with the performance of Executive’s duties hereunder and
materially damages the Company; (iii) theft, embezzlement, fraud, misappropriation of funds, other willful acts of dishonesty or the willful and material violation of any material law, ethical rule or fiduciary duty relating to Executive’s
employment by the Company that materially damages the Company; (iv) a felony or any act involving moral turpitude; (v) the willful and material violation of any confidentiality or proprietary rights agreement between Executive and the
Company that materially damages the Company; or (vi) the willful and material violation of Company policy or procedure, or breach of any material provision of this Agreement, that materially damages the Company, and if such violation or breach
is susceptible of cure, the failure to effect such cure within thirty (30) days after written notice from the Board of such violation or breach is given to Executive. 
 1.4 “Disability” means for purposes of Section 4.5, the inability of Executive to perform his duties under this Agreement, with or without reasonable accommodation, because of physical or
mental incapacity for a continuous period of five (5) months, as determined by the Board. For purposes of Section 3.3, Disability means total and permanent disability as defined in Internal Revenue Code section 22(e)(3). 
 1.5 “FLIR” shall mean FLIR Systems, Inc., and its wholly owned subsidiaries. 







 ARTICLE II 
 EMPLOYMENT, DUTIES AND TERM 
 2.1 Employment. Upon the terms and conditions set forth in this Agreement, the Company
hereby employs Executive as President and Chief Executive Officer, and Executive accepts such employment. During the term of this Agreement, Executive will continue to work with the Board in its efforts to identify an individual to serve as
Executive’s successor as President and/or Chief Executive Officer. 
 2.2 Duties. Executive shall devote his full-time and best efforts to
the Company and to fulfilling the duties of Chief Executive Officer, which shall include such duties as may from time to time be assigned him by the Board, provided that such duties are reasonably consistent with Executive’s education,
experience and background. Executive shall comply with the Company’s policies and procedures to the extent they are not inconsistent with this Agreement in which case the provisions of this Agreement prevail. Executive shall also be permitted
to serve on outside boards, commissions and partnerships to the extent such service does not conflict with the provisions of this Agreement. 
 2.3
Term. The term of this Agreement shall be until January 1, 2011, unless earlier terminated in accordance with Article IV. This Agreement may be extended by mutual agreement of the parties. 







 ARTICLE III 
 COMPENSATION AND EXPENSES 
 3.1 Base Salary. For all services rendered under this Agreement during the term of
Executive’s employment, the Company shall pay Executive a minimum annual Base Salary of $950,000; provided, however, that notwithstanding that Executive has a contractual right, pursuant to the Employment Agreement between Executive and the
Company, dated as of February 27, 2008, to a minimum annual Base Salary of $950,000 for 2009, Executive has agreed to receive a salary of $825,000 for a portion of 2009 beginning on January 1, 2009 and ending on a date during 2009 that is
chosen by the Executive acting in his discretion. In the event that salary adjustments for the Company’s executive officers in 2009 are implemented on a retroactive basis, Executive’s Base Salary will also be adjusted, on a retroactive
basis to January 1, 2009, to $950,000. 
 3.2 Bonus. Executive shall be eligible for bonuses, incentive payments and other awards as
determined by the Board or the Compensation Committee of the Board (the “Committee”) in accordance with the FLIR Systems, Inc. 2007 Executive Bonus Plan then in effect, as amended from time to time. 
 3.3 Stock Options. 
 (a) Executive shall annually be eligible
for grants of options to purchase shares of FLIR stock, based upon achievement of objectives and for such quantity of options as determined by the Board. All such grants, including all past and future grants, shall be subject to the terms and
conditions set forth in the option agreements between Executive and the Company associated with each such grant. In the event of any inconsistency between this Agreement and the option agreements, the terms and conditions of the option grants shall
take precedence. 
 (b) Attached hereto and incorporated herein as Appendix 1 is a summary of Executive’s unexercised stock option grants as of the date
hereof. 
 3.4 Personal Time Off. Executive shall earn personal time off during the term of his employment in accordance with the
Company’s policies regarding paid time off that are applicable to the Company’s executive officers. 
 3.5 Benefits. Executive shall
be eligible to participate in all Company-sponsored health and welfare benefit plans made available to other executives of the Company for so long as he is employed by the Company. 
 3.6 Supplemental Employee Retirement Plan. The Company shall make all contributions to its Supplemental Employee Retirement Plan (“SERP”) on behalf of Executive for each plan year in accordance
with the SERP then in effect, as amended from time to time. 
 3.7 Business Expenses. The Company shall, in accordance with, and to the extent
of, its policies in effect from time to time, bear all ordinary and necessary business expenses reasonably incurred by Executive in performing his duties as an employee of the Company, provided that Executive accounts promptly for such expenses to
the Company in the manner prescribed from time to time by the Company. 
 3.8 Taxes and Withholding. All amounts payable to Executive under
this Agreement shall be net of amounts required to be withheld by law. To the extent there is any tax consequence to Executive in connection with payment for work between two states, Executive’s Base Salary shall be grossed up to cover the tax
consequence to Executive. 
 ARTICLE IV 
 EARLY TERMINATION 
 4.1 Early Termination. This Article sets forth the terms for early termination of Executive’s
employment with the Company. 







 4.2 Termination for Cause. The Company may terminate Executive’s employment for Cause immediately upon
written notice from the Board to Executive. In the event of termination for Cause pursuant to this Section 4.2, Executive shall be paid Executive’s Base Salary through the date of termination at the rate then in effect, and (without regard
to any language that may be inconsistent in any option grant) for any option granted on or after the date of this Agreement Executive shall have the lesser of three (3) months from such termination or the remaining option term in which to
exercise his vested stock options. 
 4.3 Termination Without Cause. Either Executive or the Company may terminate Executive’s employment
without Cause on no less than thirty (30) days written notice from or to the Board. In the event Executive terminates his employment without Cause pursuant to this Section 4.3, Executive shall be paid his Base Salary through the date of
termination. In the event the Company terminates the Executive’s employment without Cause pursuant to this Section 4.3, the Company shall pay to Executive: (i) continuation of Executive’s Base Salary in effect at the time of
termination for a period of eighteen (18) months or for the duration of the remaining term of the Agreement, whichever is greater, in accordance with the Company’s regular payroll practices; (ii) all options or equity awards granted
to Executive shall immediately vest; and (iii) Executive shall be entitled to an annual bonus (in lieu of any bonus for the year of termination otherwise set forth in Section 3.2) in an amount not less than one (1) year’s Base
Salary, which amount shall be paid promptly at termination. 
 4.4 Termination in Connection with Transition. In the event
Executive’s employment terminates at a time when a successor as Chief Executive Officer has been identified by Executive and the Board, the following provisions shall apply: 
 (a) The Executive shall be paid his Base Salary through the date of termination. 
 (b) The Executive shall be eligible to receive a prorated Performance Award under the Company’s annual incentive plan in effect for the year in
which such a termination occurs. The amount of the Performance Award payable in any such year shall be calculated as follows: 
 (i) The calculation of Executive’s Performance Award shall be based on his Target Award which will accrue at the rate of 25% per quarter and be payable based on the number of full or partial quarters in which Executive is employed
by the Company. The Target Award will be determined annually by the Committee. 
 (ii) The actual Performance Award shall
be adjusted 7% upward or downward for each $0.01 earnings per share (EPS) achievement over or under the Company’s EPS target through the quarter in which Executive’s employment terminates. 
 (iii) The Company’s quarterly EPS targets will be determined annually by the Committee. 
 (iv) Example: Executive’s employment terminates on August 31, 2009. Assuming Company’s EPS performance through
the third quarter is a $0.03 improvement over the Company’s EPS target through three quarters, the prorated Target Award (Target Award X .75) shall be adjusted upward by a factor of 1.21 ($0.03 X 7%). 
 The prorated Performance Award payable under this Section 4.4(b), if any, shall be paid as soon as is
practicable following the Executive’s termination and the determination, in the ordinary course, of the Company’s performance for the relevant Performance Period; provided, however, that in all events, any such prorated
Performance Award will be paid no later than March 15th of the year following the year in which the termination takes place. 
 Capitalized terms in this Sections 4.4(b) are defined terms in the Company’s 2007 Executive Bonus Plan. 
 Any Performance Award made under this Section 4.4(b) is not considered Compensation as defined in the SERP. 







 (c) For avoidance of doubt, in the event of a termination that is contemplated by this Section 4.4,
the Executive shall not, as is contemplated by Section 8 of the version of the Company Corporate Governance Principles that is in effect as of the date hereof, be required to tender a resignation from the Board. 
 4.5 Termination in the Event of Death or Disability. In the event Executive’s employment terminates as a result of the death or Disability of
Executive, the following provisions shall apply: 
 (a) In the event of Executive’s death, the Company shall pay all accrued wages owing through the
date of termination, plus an amount equal to one year’s Base Salary. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to the Company by Executive, (2) in the absence of such designation, to the
surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of
Executive’s estate. The amount shall be paid as a lump sum as soon as practicable following the Company’s receipt of notice of Executive’s death, but in no event later than December 31 of the year of death if Executive dies
between January 1 and October 31. If Executive dies in November or December, such payment shall be made in January of the year following the year of death. 
 (b) In the event of Disability, Base Salary shall be paid through the final day of the fifth (5th) month referenced in the definition of “Disability.” 
 4.6 Entire Termination Payment. The compensation provided for in this Article IV shall constitute Executive’s sole remedy for early termination of Executive’s employment. Executive shall not be entitled to any
other termination or severance payment which may be payable to Executive under any other agreement between Executive and the Company or under any policy in effect at, preceding or following the date of termination except that, in the event that
Executive’s employment terminates for any reason, the vested benefits accrued under tax-qualified retirement plans, if any, and the Supplemental Executive Retirement Plan (SERP) will be paid as such plans are ordinarily payable upon a
termination of employment. 
 ARTICLE V 
 CONFLICT OF INTEREST 
 5.1 During the term of employment with the Company, Executive will engage in no activity or employment which
may conflict with the interests of the Company, and will comply with the Company’s policies and guidelines pertaining to business conduct and ethics. 
 ARTICLE VI 
 GENERAL PROVISIONS 
 6.1 Successors and Assigns. Except as otherwise provided in Article VI, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
administrators, executors, legatees, and heirs. In that this Agreement is a personal services contract, it shall not be assigned by Executive. 
 6.2
Notices. All notices, requests and demands given to or made pursuant hereto shall, except as otherwise specified herein, be in writing and be delivered or mailed to any such party at its address as set forth at the beginning of this
Agreement (if to Company, to the attention of the General Counsel). Either party may change its address, by notice to the other party given in the manner set forth in this Section. Any notice, if mailed properly addressed, postage prepaid,
registered or certified mail, shall be deemed dispatched on the registered date or that stamped on the certified mail receipt, and shall be deemed received within the third (3rd) business day thereafter or when it is actually received,
whichever is sooner. 







 6.3 Caption. The various headings or captions in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement. 
 6.4 Governing Law and Jurisdiction. The validity, construction and performance of
this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of laws provisions. 
 6.5 Mediation. In the case of any dispute arising under this Agreement which cannot be settled by reasonable discussion, the parties agree that, prior to commencing any proceeding, they will first engage
the services of a professional mediator agreed upon by the parties and attempt in good faith to resolve the dispute through confidential nonbinding mediation. Each party shall bear one-half ( 1/2) of the mediator’s fees and expenses and shall pay all of its own attorneys’ fees and expenses related to the mediation. This Section 6.5 shall not apply
to any action to enforce Executive’s obligations under a confidentiality or proprietary rights agreement. 
 6.6 Indemnification.
If Executive is made a party or identified as a witness to any threatened or pending action, suit, or proceeding (whether civil, criminal, administrative or investigative) in any matter concerning or relating to Executive’s service to or
actions or omissions on behalf of the Company as an employee or agent thereof, then the Company shall, to the maximum extent permitted by law, and in addition to any such right granted to or available to Executive under the Company’s Charter,
By-Laws or standing or other resolutions or agreements, defend, indemnify and hold Executive harmless against all expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement. The Company shall, upon Executive’s
request, promptly advance or pay any amounts for reasonable costs, charges, or expenses (including any legal fees and expenses incurred by Executive) subject to indemnification hereunder or in furtherance of such right, subject to a later
determination as to Executive’s ultimate right to receive indemnification. Executive’s right to indemnification will survive until the expiration of all applicable statutes of limitations, without regard to the earlier cessation of
Executive’s employment or any termination or expiration of this Agreement. 
 6.7 Attorney Fees. In the event of any suit, action or
arbitration to interpret or enforce this Agreement, the prevailing party shall be entitled to recover its attorney fees, costs and out-of-pocket expenses at trial and on appeal. 
 6.8 Construction. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall
be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 6.9 Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by any related document or by law. 

6.10 Modification. This Agreement may not be and shall not be modified or amended except by written instrument signed by the parties hereto. 

6.11 Section 409A. Any reimbursement of expenses under this Agreement (including, for example, under Section 3.7) shall occur not later than
March 15 of the year following the year in which the expense was incurred. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for
reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. In the event
Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code at the time of the termination of Executive’s employment, any payments on termination due hereunder (other than accrued salary
and vacation pay) which are considered deferred compensation and are payable during the six (6) month period beginning on Executive’s termination will be deferred and paid, together with interest at eight percent (8%), in a lump sum six
(6) months and one (1) day after the date of termination (or, if earlier, upon Executive’s death). 







 It is the intention of the parties that no payment or entitlement pursuant to this Agreement will give rise to any
adverse tax consequences to Executive under Section 409A of the Internal Revenue Code and any guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted, applied and (to the
minimum extent necessary) amended so that it does not fail to meet, and is operated in accordance with, the requirements of that Section. Any reference in this Agreement to Section 409A of the Internal Revenue Code shall also include any
proposed, temporary or final regulations, or any other guidance, promulgated with respect to that Section by the U.S. Department of the Treasury or the Internal Revenue Service. 
 6.12 Entire Agreement. Except as set forth in Section 3.3, this Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written
understandings, statements, representations or promises with respect to its subject matter. This Agreement was the subject of negotiation between the parties and, therefore, the parties agree that the rule of construction requiring that the
agreement be construed against the drafter shall not apply to the interpretation of this Agreement. 
 6.13 Status of Prior Executive Employment
Agreements. The parties acknowledge that this Agreement constitutes an amendment and restatement of the prior Executive Employment Agreements between the Executive and the Company, with effective dates of November 1,
2000, January 1, 2002, January 1, 2003, January 1, 2004, January 1, 2005, January 1, 2006, January 1, 2007 and January 1, 2008, and does not effect a termination of any such prior
Agreement. 
 6.14 Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument. 
 Signed this 6th day of May 2009. 
  

									
	EARL R. LEWIS	 		 	FLIR SYSTEMS, INC.
				
	/s/ Earl R. Lewis	 		 	By:	 	/s/ Angus L. Macdonald
		 		 		 	Title:	 	Chairman of the Compensation Committee