EXHIBIT 10 (18)

 

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# **VIA OVERNIGHT MAIL**

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# **PERSONAL ANDCONFIDENTIAL**

 

October 4, 2001

 

 

Mr. David A. Almeida

113 Quarry Village

Cheshire, CT 06410

 

RE: Offer of Employment

 

Dear Dave:

 

To follow up on our earlierdiscussions, I am delighted to confirm our offer and your acceptance of thecorporate officer positions of Vice President Finance & Administration,Chief Financial Officer and Treasurer. In this challenging role, you willreport to me in my role as President and Chief Operating Officer, and have responsibilityfor directing the management of all corporate finance functions including SECand other outside reporting, internal financial reporting and analysis,treasury borrowing and investments and financial planning and analysis. Inaddition, you will be responsible for directing and controlling theorganization’s financial plans and policies, and accounting practices. You willalso be integrally involved with our relationships with lending institutions,outside auditors, shareholders and the investment community. Finally as we havediscussed we recently expanded this role to include responsibility forproviding direction and oversight for corporate human resources and InformationTechnologies activities. In order for you to have an adequate amount of time totransition from your current responsibilities we have agreed upon November 14,2001 as your start date.

 

Your basesalary will be $15,416.66 (gross) per month, which is payable bi-weekly. Youwill also be eligible for inclusion in two of Axsys Technologies incentivecompensation plans. As we have discussed, Our Shared Vision is to become thenumber one or number two supplier in each of our market segments within threeto five years. To achieve this vision requires each of us to put forward all ofour energies in a very focused manner. Our Shared Vision is all about growth.Growth energizes organizations and it is for this reason that we have refocusedour incentive plans to be team-based and growth-oriented.

 

As a corporateofficer, you will be eligible to participate in the Axsys’ Executive LeadershipTeam Incentive Plan that provides leaders within our company the opportunity toearn a bonus based on the achievement of certain financial (50% of the payout)and individual objectives (50% of the payout) that will be established at thebeginning of the calendar year. Your target bonus beginning in 2002 will be 50%of your annual base salary. That said, I do want to point out that the plandoes provide for a payout of up to 65% of your base salary for results thatsignificantly exceed the plan.

 

 

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In addition toAxsys’ Executive Leadership Team Incentive Plan, you will also be eligible forparticipation in the Axsys Technologies Long-term Growth Incentive Plan. Thisplan begins paying out once the corporation in total reaches a predeterminedyear-over-year sales growth (15% in 2000, 20% in 2001). The payout is computedsuch that the percentage of sales growth equals the percentage of base salaryto be paid with no cap. I will be happy to discuss the details of bothincentive programs with you in more detail at your convenience.

 

In terms ofbenefits, you will be eligible to participate in the full range of AxsysTechnologies benefit programs, which provide medical, dental, life anddisability insurance, thirty days after your start date.  As a corporate officer you are also aparticipant in our Executive Health Physicals program and our executive healthand dental overrides programs. We will be happy to discuss our comprehensivebenefit plans with you at your convenience. In the meantime, I have attached a benefits summary for your review. Youcan participate in the Company’s retirement savings plan through FidelityInvestments after six months of service. If you choose to join this plan, Axsyswill match, dollar for dollar, the first 3% of your eligible compensation.After that, Axsys matches the next 2% of your eligible compensation at fiftycents on the dollar. You will also be eligible for three weeks of paid vacationper calendar year.

 

As I mentionedto you, I will recommend to the Axsys Board of Directors that you be awarded astock option grant of 25,000 shares of Axsys common stock. The option pricewill be determined by the market value of the stock on the date the option isgranted, which will be your start date. As you may know, the Axsys stock optionplan vests in equal installments at the rate of 20% per year, and would befully vested after five (5) years of consecutive employment.

 

With respectto severance benefits, for termination “without cause” you would receive six(6) months continuation of salary at your then base rate plus benefits. In caseof termination due to a “change in control”, if terminated during the twelve(12) months following a change in control you would receive twelve (12) monthscontinuation of salary at your then base rate plus benefits. David, we havemade this offer with every intention of having you join us on November 14,2001. If for any reason we are unable to bring you on board we will honor thisseverance clause as if you had joined the Company.

 

This offer iscontingent upon your signing the “Employment Matters” agreement prior to yourstart date (See attached, Exhibit A). This letter covers such matters asproprietary information and confidentiality. If you have any questions aboutthe material covered in Exhibit A, please do not hesitate to contact me.

 

I believe thiscovers the points that we discussed. Please sign and date this letterindicating that you understand and accept the terms covered herein, and send itto me as soon as possible. It should be understood that this letter merelyconfirms our understanding and does not constitute an employee contract (i.e.,either one of us can terminate employment at will, with or without cause) or aguarantee of employment for any length of time. Further, this offer ofemployment supersedes any prior or subsequent oral representation that might bemade. Finally, if you have any questions about the terms covered herein, pleasecontact me immediately.

 

 

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In conclusion, on behalf of theentire Axsys Leadership Team, I truly look forward to working with you as wecontinue to strengthen our team and grow our exciting business. In this regard,I am confident that your contributions will continue to have a very positiveimpact on Axsys Technologies as we reach for new heights.

 

Best regards,

 

 
| /s/: Mark J.  Bonney                     |
|------------------------------------------|
|                                     |
| Mark J.  Bonney                          |
| President  & Chief Operating Officer |

 

 

Attachments: Benefits Summary

(Exhibit A –Employment Matters Agreement)

 

cc: Stephen W. Bershad

 

 

Understood and Accepted:

 

 
| /s/:  David Almeida | October 11, 2001 |
|--------------------------|------------------|
|                     |             |
| David  Almeida           | Date             |

 

 

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Exhibit A

 

EmploymentMatters Agreement

 

Axsys Technologies, Inc.

 

In consideration of myemployment with Axsys Technologies, Inc. (Axsys), I hereby agree with Axsys asfollows:

 

1.               Proprietary Information. I agreethat all copyrights, trade secrets, client lists, business methods, computerprograms, computer databases, financial and cost data, Axsys client technicalor proprietary information (collectively “Proprietary Information”) conceivedof or developed by me in the course of my employment with Axsys, or through theuse of equipment, pre-existing Proprietary Information or other resourcesbelonging to Axsys, shall be the property of Axsys. I further agree from timeto time upon the request of Axsys to assist in the preparation of and toexecute such patent and other applications, registrations, assignments andother instruments and documents which may be necessary or appropriate to vestin Axsys the full ownership of such Proprietary Information and to assure Axsysthe benefit of the same.

 

2.               Confidentiality. I recognize thatall of Axsys’ Proprietary Information, whether developed by me or madeavailable to me, other than information that is generally known to the public,is a unique asset of Axsys’ business that is of a confidential nature, thedisclosure of which would be damaging to Axsys. I also recognize that Axsys isoften provided access to confidential information of persons doing businesswith Axsys, the disclosure of which would be damaging to such other persons andto Axsys. I will not at any time during or after my employment with Axsys,directly or indirectly, disclose to any persons any confidential information ofAxsys or any client or former client of Axsys, other than information which isalready known to the public, except as may be required in the ordinary courseof business of Axsys. I further agree to be bound by the provisions of anyconfidentiality or similar agreement with any other person to which Axsys is aparty of which I am given notice.

 

I understandas part of the consideration for the offer of employment extended to me byAxsys and of my employment or continued employment by Axsys, that I have notbrought and will not bring with me to Axsys or use in the performance of myresponsibilities at Axsys materials or documents of a former employer which arenot generally available unless I have obtained written authorization from theformer employer for their possession and use. I also understand that, in myemployment with Axsys, I am not to breach any obligation of confidentiality orduty that I have to former employers, and I agree that I shall fulfill all suchobligations during my employment with Axsys.

 

Promptly uponthe termination of my employment with Axsys for any reason, and at any othertime upon request of Axsys, I agree to return to Axsys any and all documents,memoranda, drawings, notes customer lists, mailing lists, computer programs andlistings, computer databases and other papers and items embodying anyconfidential information of Axsys or any client or former client of Axsys whichare in my possession of control, all of which materials will be the property ofAxsys.

 
| Signature:  /s/: | David A.  Almeida |   | For Axsys  By: | /s/:  Mark J. Bonney                |   |
|------------------|-------------------|--------|----------------|------------------------------------------|--------|
| Print Name:      | David A.  Almeida |   | Name:          | Mark J.  Bonney                          |   |
| Date:            | October 11,  2001 |   | Title:         | President  & Chief Operating Officer |   |
|             |              |   | Date:          | October 11,  2001                        |   |
|                  |                   |        |                |                                          |        |  |  |  |  |

 

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