exv10w16






Exhibit 10.16




EMPLOYMENT AGREEMENT

of

THOMAS D. LOGAN

MIRION TECHNOLOGIES, INC.




          EMPLOYMENT AGREEMENT (this “Agreement”), entered into this 15th day of August 2006, by
and between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and THOMAS D. LOGAN
(“Executive”).




          In consideration of the mutual agreements set forth below and set forth in the Confidentiality
and Intellectual Property Agreement attached hereto as Exhibit_A (the “Non-Disclosure
Agreement”), and for other good and valuable consideration given by each party to this
Agreement to the other, the receipt and sufficiency of which are hereby acknowledged, the Company
agrees to hire Executive and Executive agrees to serve the Company as an employee pursuant to the
terms and subject to the conditions that follow.




     1. Employment.



          (a) The Company hereby agrees to employ Executive, and Executive hereby agrees to accept
employment with the Company, upon the terms and conditions contained in this Agreement, effective
as of the date hereof (the “Effective Date”). Executive’s employment with the Company shall
continue until three (3) years from the Effective Date, subject to earlier termination of such
employment pursuant to the terms hereof (the “Employment Period”).




     2. Duties.



          (a) During the Employment Period, Executive shall serve as Chief Executive Officer of
the Company (“CEO”). Executive’s duties and responsibilities as CEO shall include the
day-to-day management and operation of the Company’s business, as well as those duties customarily
associated with an officer with a similar title or as may be assigned to him from time to time by
the Board. Executive shall serve on the Board of Directors of the Company (the “Board”) for
successive terms during the Employment Period. Executive shall devote his full-time attention and
energies in his employment with the Company; provided, however, that this Agreement shall not be
interpreted as prohibiting Executive from (i) serving on the Boards of Directors of unrelated
companies or (ii) in accordance with the policies and procedures of the Company, managing his
personal affairs or engaging in charitable or civic activities, so long as, in each case, such
activities do not interfere in any material respect with the performance of Executive’s duties and
responsibilities hereunder.




     3. Compensation and Benefits. In consideration of entering into this
Agreement and as full compensation for Executive’s services hereunder, during the
Employment Period, Executive shall receive the following compensation and benefits:



 









 





          (a) Base Salary. The Executive shall receive an initial base salary of
$275,000.00 per year (“Base Salary”). Base Salary shall be payable in accordance with the
payroll policies from time to time in effect at the Company. Executive’s Base Salary shall be
subject to increase (but not decrease) on an annual basis as the Board shall determine.




          (b) Incentive Bonuses. In addition to Base Salary, during the
Employment Period, Executive shall be eligible to receive an annual incentive bonus
targeted at fifty percent (50%) of Base Salary, with the potential to receive up to one
hundred percent (100%) of Base Salary, based on the achievement of financial and
business criteria determined by the Board in consultation with Executive, such criteria to
include, without limitation, agreed upon sales and EBITDA targets (the “Incentive
Bonus”). The Incentive Bonus will be paid in cash within forty-five (45) days after
the
Company’s receipt of audited financial statements for the prior fiscal year (but in no
event later than one hundred and thirty-five (135) days after the end of such prior fiscal
year).




          (c) Vacation. Executive shall be entitled to four (4) weeks vacation
per calendar year, accrued in accordance with the usual vacation policies in effect at the
Company.




          (d) Benefits. Executive shall participate in and be entitled to receive,
but without duplication, all benefits, including paid time off, offered to senior executives
of the Company.




          (e) Stock Options. The Executive will be granted non-qualified
options to purchase shares of common stock, par value $.001 per share, of the Company
(the “Common Stock”) (such options are referred to herein as the “Stock
Options”). The
Company has awarded Stock Options to Executive to purchase 14,564 of its Common
Stock at an exercise price equal to $88.75 per share pursuant to the Stock Option
Agreement and Notice of Stock Option Grant dated as of January 1, 2006 (the “Stock
Option Agreement”). Stock Options, and stock issuable upon exercise thereof, will be
subject to the terms and conditions of the Company’s 2006 Stock Plan (the “Option
Plan”). All Stock Options granted pursuant to this Section 3(e) shall fully vest upon
a Change of Control. In the event of an initial public offering of the Common Stock in an
underwritten offering under the Securities Act of 1933, as amended (an “IPO”), fifty
percent (50%) of the then unvested Stock Options granted pursuant to this Section 3(e)
shall vest and become exercisable (subject to customary lock-ups).




          (f) “Fully Diluted Basis” shall mean the total number of shares of Common Stock
which are issued and outstanding plus the total number of shares of Common Stock which
would be issued and outstanding assuming the exercise of all outstanding options issued pursuant to
the Stock Option Plan, the exercise of all warrants or rights to purchase Common Stock and the
conversion of all outstanding securities, including the
Company’s Series A-1 Convertible
Participating Preferred Stock and Series




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A-2 Convertible Participating Preferred Stock, par value $.001 per share (collectively, the
“Preferred Stock”).




          (g) Change of Control Defined. For the purposes of this Agreement, “Change
of Control” shall mean, with respect to the Company, a transaction or a series of related
transactions involving:




               (i) The sale of fifty-one percent (51%) or more of the assets (based on their fair
market value) of the Company; or



               (ii) The sale by the Company or stockholders of the Company in a single transaction or in
a series of related transactions after the Effective Date of equity securities in the Company
constituting greater than fifty percent (50%) of the voting power thereof; or



               (iii) Any consolidation, merger or recapitalization of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which the Company’s voting stock would
be converted into cash, securities and/or other property, other than any such transaction in which
holders of the Company’s voting stock immediately before the transaction, in the aggregate, have
(or upon conversion, exercise or similar action would have) on the same proportionate basis that
existed prior to the transaction, more than fifty percent (50%) of the voting power of all issued
and outstanding securities of the surviving corporation after the transaction.


For the avoidance of doubt, the conversion of Preferred Stock into Common Stock shall not be deemed
a “Change of Control”.




          (h) “Business Day” shall mean any day of the year on which national banking
institutions in Orange County, California and New York, New York are open to the public for
conducting business and are not required or authorized to close




     4. Reimbursement for Expenses. During the Employment Period, Executive shall be
entitled to incur on behalf of the Company reasonable and necessary expenses in connection with his
duties in accordance with the Company’s policies and the Company shall pay for or reimburse
Executive for all such expenses upon presentation of proper receipts therefore including, without
limitation, (a) reimbursement for air travel expenses for coach commercial airline travel for
Executive to fly to and/or from his home to Orange County, California up to two (2) round trips per
week, including the reasonable costs of ground transportation and parking generally associated with
air travel (such costs not to exceed $350.00 per round trip); provided, however,
should Executive elect to make such trips with his personal aircraft, Executive will be reimbursed
for the costs associated with such travel (such costs not to exceed $350.00 per round trip) and (b)
the costs of monthly lease, insurance and maintenance payments for an open ended lease as quoted by
Automotive Resources International for a vehicle one grade above those provided to GDS’s field
representatives generally. In addition, until such time as a new President of Global Dosimetry
Solutions, Inc. (“GDS”) begins



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employment with GDS and for sixty (60) days thereafter, Executive shall be entitled to the costs
of a moderately priced, furnished, one bedroom apartment in Orange County, California (which
apartment shall be no further than twenty miles from the Company’s headquarters).




     5. Termination.
Executive’s employment relationship with the Company
hereunder may be terminated as follows:



          (a) Automatically in the event of the death of Executive;




          (b) At the option of the Company, by written notice to Executive or
his personal representative in the event of the Permanent Disability of Executive. As
used herein, the term “Permanent Disability” shall mean a physical or mental
incapacity
or disability as a result of which Executive has been unable to render the services
required hereunder (A) for one hundred eighty (180) days in any twelve (12) month
period or (B) for a period of one hundred twenty (120) successive days;




          (c) At the option of the Company for Cause (as defined in Section
6(e));




          (d) At the option of the Company at any time without Cause, subject
to the Company’s obligations under Section 6(c) hereof;




          (e) At the option of Executive other than for Good Reason (as defined
in Section 6(f)), on sixty (60) days prior written notice to the Company; or




          (f) At the option of Executive for Good Reason, on thirty (30) days
prior written notice to the Company.




     6. Payments.



          (a) Death. Upon the termination of Executive’s employment due to
death, Executive or his legal representatives shall be entitled to receive from the
Company (i) an amount equal to Base Salary payable through the date of termination,
plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable
period during the fiscal year in which termination occurs (which
portion of the Incentive
Bonus shall be reasonably determined by the Board as of the date of termination of
employment), payable at the same time as such payment would be made during
Executive’s regular employment with the Company, plus (iii) the continuation of health
benefits for Executive’s family for one (1) year. Executive or his legal representatives
shall also be entitled to any accrued and unpaid vacation pay or other benefits which may
be owing in accordance with Company policies.




          (b) Permanent Disability. Upon the termination of Executive’s
employment due to Permanent Disability, Executive or his legal representatives shall be entitled to
receive from the Company (i) an amount equal to Base Salary payable through





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the date of termination, plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for
the applicable period during the fiscal year in which termination occurs (which portion of the
Incentive Bonus shall be reasonably determined by the Board as of the date of termination of
employment), payable at the same time as such payment would be made during Executive’s regular
employment with the Company, plus (iii) the continuation of health benefits for Executive’s family
for one (1) year. Executive or his legal representatives shall also be entitled to any accrued and
unpaid vacation pay or other benefits which may be owing in accordance with Company policies.




          (c) Termination Without Cause or by Executive for Good Reason. If
Executive’s employment has been terminated by the Company at any time during the
Employment Period without Cause or by Executive for Good Reason, Executive shall be
entitled to an amount equal to the sum of:




               (i) Base Salary through the date of termination, plus;



               (ii) Base Salary for the Severance Period (as defined in Section 6(g)), payable in accordance
with the usual payroll policies in effect at the Company as if Executive was employed at the time
(any payments made pursuant to this agreement during the Severance Period shall be in lieu of any
severance payments generally paid by the Company to its employees, including pursuant to any plan
or policy of the Company), plus;



               (iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period
during the fiscal year in which termination occurs (which portion of such bonus shall be reasonably
determined by the Board), payable at the same time as such payment would be made while Executive
was employed or acting as a consultant, as the case may be, with the Company, plus;



               (iv) any accrued and unpaid vacation pay, unreimbursed
expenses or other benefits which may be applicable to and owing in accordance with Company
policies or applicable law, plus;



               (v) continuation of all health benefits offered to senior executives of the Company
for the Severance Period.



          The Company agrees that if the Executive’s employment with the Company is terminated without
Cause or by the Executive for Good Reason, the Executive is not required to seek other employment
or to attempt in any way to reduce any amount payable to the Executive by the Company pursuant to
this Agreement.




          (d)
Termination for Cause or by Executive other than for Good Reason. Except for Base Salary through the pay period in which his employment was
terminated and any accrued and unpaid vacation pay or other  benefits which may be
owing in accordance with Company policies or applicable law, Executive shall not be
entitled to receive severance or other pay or compensation of any kind from the Company





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after the last date of employment with the Company upon the termination of his employment hereunder
by the Company for Cause pursuant to Section 5(c) or upon Executive’s termination of employment by
the Company for other than Good Reason.




          (e)
Cause Defined. For purposes of this Agreement, the term
“Cause”
shall mean that Executive:




               (i) committed or engaged in an act of fraud, embezzlement, sexual harassment, dishonesty
or theft in connection with Executive’s duties for the Company or any subsidiary of the Company;



               (ii) materially breached or defaulted under his agreements or obligations under this
Agreement or the Non-Disclosure Agreement or any similar agreement with the Company or any
subsidiary of the Company (which breach or default, if reasonably capable of cure, is not cured
within two (2) Business Days after written notice thereof is received by Executive or, if
reasonably capable of cure but not within two (2) Business Days, the Executive shall not have
commenced cure in good faith within such two (2) Business Days and completed such cure as promptly
as reasonably practical thereafter);



               (iii) is convicted of, or pleads nolo contendere with respect to, a felony; or



               (iv) engaged in an act of gross negligence or willful failure to perform his duties or
responsibilities, including the failure to follow in any material respect a direction or written
policy of the Board (which breach or default, if reasonably capable of cure, is not cured within
five (5) Business Days after written notice thereof or, if reasonably capable of cure but not
within five (5) Business Days, the Executive shall not have commenced cure in good faith within
such five (5) Business Days and completed such cure as promptly as reasonably practical
thereafter).



          (f) Good Reason Defined. For purposes of this Agreement, the term
“Good Reason” shall mean in the absence of the written consent of Executive:




               (i) a reduction in Executive’s Base Salary by the Company, a material reduction or
discontinuance of any material incentive compensation or expense reimbursement plan or the taking
of any action with the purpose of materially adversely affecting the Executive’s participation in
benefits under any fringe benefit provided to Executive; provided, that the actions
referred to in this Section (i) above (other than with respect to a reduction in base salary) shall
not constitute “good reason” if such actions were taken by a Company as part of an overall plan by
the Company and made applicable to the same extent to all employees of the Company;



               (ii) a diminution in Executive’s title or position or a significant diminution in
Executive’s authorities, duties or responsibilities with respect to the Company, in each case, from
those contemplated in Section 2 (other than isolated actions



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not taken in bad faith and remedied by the Company within the cure period set forth below;




               (iii) the requirement by the Company that Executive be based in an office which is more
than twenty-five (25) miles from the Company’s headquarters at Bishop Ranch 8, 3000 Executive
Parkway Suite 518, San Ramon, CA or be required to relocate; or



               (iv) any failure by the Company to comply with any material provision of this Agreement,
any stock option agreement or other material agreement between the
Executive and the Company.



          Notwithstanding the foregoing, in the event that Executive provides written notice of
termination for Good Reason in reliance upon any of the circumstances contained in Section 6(e),
the Company shall have the opportunity to cure such circumstances within fifteen (15) days of
receipt of such notice. If Executive does not deliver to the Company a notice of termination within
the ninety (90) day period after Executive has knowledge that an event constituting Good Reason has
occurred, such event will no longer constitute Good Reason.




          (g) Severance Period Defined. For purposes of this Agreement, “Severance
Period” shall mean the period, if any, beginning on the date of termination of Executive’s
employment as described in Section 6(c) and ending on the date which is twelve (12) months
thereafter. Any severance payments made pursuant to this agreement shall be in lieu of any
severance payments generally paid by the Company to its employees.




          (h) Condition to Payment. All payments and benefits due to Executive under this
Section 6 which are not otherwise required by law shall be contingent upon (i) execution by
Executive (or Executive’s beneficiary or estate) of a general release of all claims, in
substantially the form attached hereto as Exhibit B and (ii) compliance by Executive with
his obligations under the Stockholders Agreement among the Company
and the stockholders party
thereto dated as of December 22, 2005 (as amended from time to time, the “Stockholders
Agreement”).




          (i) Survival. This Section 6 shall survive any termination or
expiration of this Agreement.




     7. Non-Disclosure
Agreement. Simultaneous with the execution and
delivery of this Agreement, the Company and the Executive shall execute and deliver the
Non-Disclosure Agreement incorporated herein by reference. The Non-Disclosure
Agreement shall survive any termination of this Agreement in accordance with the terms
of the Non-Disclosure Agreement.



     8. Indemnification. The Company will indemnify Executive, in his capacity
as an officer and/or director of the Company, to the fullest extent permitted by the laws of



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the State
of Delaware, in effect at that time, or the certificate of incorporation and by-laws of
the Company, whichever affords the greater protection to Executive not withstanding termination
hereof. This Section 8 shall survive any termination or
expiration of this Agreement.



     9. Withholding Taxes. Executive acknowledges and agrees that the
Company may directly or indirectly withhold from any payments under this Agreement
all federal, state, city or other taxes that will be required pursuant to any law or
governmental regulation.



     10. Effect of Prior Agreements. This Agreement, together with (a) the Non-Disclosure Agreement, (b) the Stockholders Agreement, (c) the Stock Option Agreement
and (e) the Amended and Restated Call Option Agreement between the Executive and
ACAS, dated as of the date hereof, constitute the sole and entire agreements and understandings
between Executive and the Company with respect to the matters covered hereby and thereby, and there
are no other promises, agreements, representations, warranties or other statements between
Executive and the Company in respect to such matters not expressly set forth in these agreements.
These agreements supersede all prior and contemporaneous agreements, understandings or other
arrangements, whether written or oral, concerning the subject matter thereof, including, without
limitation, the Consulting Agreement between Dosimetry Acquisitions (U.S.), Inc. and Executive
dated April 19, 2004 and the Employment Agreement between GDS and Executive dated April 19, 2004,
each of which shall be deemed terminated and of no further force or effect as of the Effective
Date.



     11. Notices. Any notice required, permitted, or desired to be given pursuant
to any of the provisions of this Agreement shall be deemed to have been sufficiently
given or served for all purposes when telecopied, when delivered by
hand or received by
registered  or certified mail, postage prepaid, or by nationally reorganized overnight
courier service addressed to the party to receive such notice at the following address or
any other address substituted therefor by notice pursuant to these provisions:



          If to the Company, at:



Mirion Technologies, Inc.

c/o American Capital Strategies, Ltd.

505 Fifth Avenue, 26th Floor

New York, New York 10017

Attention: Robert Klein, Managing Director and Principal

                 Dustin Smith, Vice President

Fax: (212) 213-2060




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          with a copy to:



American Capital Strategies, Ltd.

2 Bethesda Metro Center, 14th Floor

Bethesda, Maryland 20814

Attention: Compliance Officer

Fax: (301) 654-6714




          If to Executive, at his address as set forth in the records of the Company.




     12. Assignability. The duties and obligations of Executive may not be
delegated and Executive may not, without the Company’s written consent thereto, assign,
transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement
or any interest herein, provided that any rights to compensation or benefits hereunder
shall accrue for the benefit of and may be enforced by Executive’s estate or legal
representatives, heirs and successors. Any such attempted delegation or disposition shall
be null and void and without effect. The Company and Executive agree that this
Agreement and all of the Company’s rights and obligations hereunder may be assigned or
transferred by the Company to and may be assumed by and become binding upon and
may inure to the benefit of any successor to the Company. The term “successor” shall
mean (with respect to the Company or any of its subsidiaries) any other corporation or
other business entity which, by merger, consolidation, purchase of the assets, or
otherwise, acquires all or a material part of its assets. Any assignment by the Company
of its rights or obligations hereunder to any successor to the Company shall not be a
termination of employment for purposes of this Agreement. The Company agrees to
provide Executive prior written notice of any transaction with any successor and, if such
successor succeeds to the business of the Company by purchase of assets, to provide the
Executive evidence of the assumption of this Agreement.



     13. Modification. This Agreement may not be modified or amended except
in writing signed by the parties. No term or condition of this Agreement will be deemed
to have been waived except in writing by the party charged with waiver. A waiver will
operate only as to the specific term or condition waived and will not constitute a waiver
for the future or act on anything other than that which is
specifically waived.



     14. Governing Law. This Agreement has been executed and delivered in the
State of California and its validity, interpretation, performance and enforcement will be
governed by the laws of that state applicable to contacts made and to be performed
entirely within that state.



     15. Severability. All provisions of this Agreement are intended to be
severable. In the event any provision or restriction contained herein is held to be invalid
or unenforceable in any respect, in whole or in part, such finding will in no way affect the
validity or enforceability of any other provision of this Agreement. The parties hereto
further agree that any such invalid or unenforceable provision will be deemed modified
so that it will be enforced to the greatest extent permissible under law, and to the extent



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that any court of competent jurisdiction determines any restriction herein to be unreasonable in
any respect, such court may limit this Agreement to render it reasonable in the light of the
circumstances in which it was entered into and specifically enforce this Agreement as limited.




     16. No Waiver. No course of dealing or any delay on the part of the
Company or Executive in exercising any rights hereunder shall operate as a waiver of any
such rights. No waiver of any default or breach of this Agreement shall be deemed a
continuing waiver of any other breach or default.



     17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original by the party executing the
same but all of which together will constitute one and the same instrument.



     18. Binding Arbitration.



          (a) Generally. Executive and the Company hereby agree that any controversy or
claim arising out of or relating to this Agreement, the employment relationship between Executive
and the Company, or the termination thereof, including the arbitrability of any controversy or
claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration
in accordance with the Federal Arbitration Act (or if not applicable, the applicable state
arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party
setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days
after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to
arbitration in Orange County, California, to the American Arbitration Association, before a single
arbitrator appointed in accordance with the Commercial Dispute Resolution Procedures and Rules of
the American Arbitration Association, as such procedures and rules may be amended from time to time
and modified only as herein expressly provided. The arbitrator may enter a default decision against
any party who fails to participate in the arbitration proceedings. Notwithstanding the foregoing,
any controversy or claim arising out of or relating to the Non-Disclosure Agreement shall not be
subject to this Section 18 and shall be resolved only in accordance with provisions of the
Non-Disclosure Agreement.




          (b) Binding Effect. The decision of the arbitrator on the points in dispute will
be final, unappealable and binding, and judgment on the award may be entered in any court having
jurisdiction thereof. The parties agree that this provision has been adopted by the parties to
rapidly and inexpensively resolve any disputes between them and that this provision will be grounds
for dismissal of any court action commenced by either party with respect to this Agreement, other
than post-arbitration actions seeking to enforce an arbitration award. In the event that any court
determines that this arbitration procedure is not binding, or otherwise allows any litigation
regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto
hereby waive any and all right to a trial by jury in or with respect to such litigation.





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          (c) Fees and Expenses. Except as otherwise provided in this
Agreement or by law, the arbitrator will be authorized to apportion its fees and expenses
and the reasonable attorneys’ fees and expenses of either party as the arbitrator deems
appropriate. In the absence of any such apportionment, the fees and expenses of the
arbitrator will be borne equally by each party, and each party will bear the fees and
expenses of its own attorney.




          (d) Confidentiality. The parties will keep confidential, and will not
disclose to any person (except to their legal advisors, in order to enforce any award
hereunder or as may be required by law), the existence of any controversy under this
Section 18, the referral of any such controversy to arbitration or the status or resolution
thereof. In addition, the confidentiality restrictions set forth in the Non-Disclosure
Agreement shall continue in full force and effect.




          (e) Waiver. Executive acknowledges that this agreement to submit to
arbitration includes all controversies or claims of any kind (e.g., whether in contract or in
tort, statutory or common law, legal or equitable) now existing or hereafter arising under
any federal, state, local or foreign law (except for any claims or controversy arising out of
the Non-Disclosure Agreement), including, but not limited to, the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866,
the Employee Retirement Income Security Act, the Family and Medical Leave Act, the
Americans With Disabilities Act and all similar federal, state and local laws, and
Executive hereby waives all rights thereunder to have a judicial tribunal and/or a jury
determine such claims.




          (f) Acknowledgment. Each of the parties hereto acknowledges that
before entering into this Agreement, it has had the opportunity to consult with any
attorney or other advisor of its choice, and that this provision constitutes advice from the
other party to do so. Each party further acknowledges that it has entered into this
Agreement of its own free will, and that no promises or representations have been made
to it by any person to induce it to enter into this Agreement other than the express terms
set forth herein. Each party further acknowledges that it has read this Agreement and
understands all of its terms, including the waiver of rights set forth in this Section.
Executive may take up to twenty-one (21) days from today to consider, sign and return
this Agreement. In addition, Executive may revoke this Agreement after signing it, but
only by delivering a signed revocation notice to the Company within seven (7) days of
signing this Agreement. Such a revocation shall constitute a resignation from
Executive’s employment, and shall void this Agreement and the Non-Disclosure
Agreement, except for paragraph 1 of the Non-Disclosure Agreement regarding
Executive’s duty not to use or disclose confidential information, which shall remain in
full force and effect.




     19. Counsel Fees of Executive. The Company agrees to pay the reasonable fees and
expenses of counsel to Executive incurred in connection with negotiation, execution and delivery of
this Agreement and any agreements or other documents executed and delivered in connection herewith,
including, without limitation, any




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amendments, modifications or waivers of this Agreement or any agreements or other documents
executed and delivered in connection herewith (collectively,
“Ancillary Agreements”). The parties
agree to work in good faith in order to complete any Ancillary Agreement in as expeditious a manner
as practicable. To the extent that the Company’s payment of any of the expenses set forth herein
constitute W-2 wage income to Executive, the Company shall gross up the amount of such payment to
reimburse Executive for taxes thereon.




     20. 280(g)
Gross-up. Each of the Company and the Executive agree to be
bound by the provisions of Exhibit C attached hereto.



     21. Stockholders Agreement. For purposes of the Stockholders Agreement
(a) the “Non-Compete Period” shall mean, with respect to Executive, one (1) year and (b)
Section 6.1(i)(b) shall not be applicable to Executive.



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     IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day
written above.



	 	 	 	 	 
	 	MIRION TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ C. William Hosler
 	 
	 	 	Name:  	C. William Hosler 	 
	 	 	Title:  	Vice President/Chief Financial Officer 	 
	 
	 	EXECUTIVE

 	 
	 	/s/  Thomas D. Logan
 	 
	 	Thomas D. Logan 	 
	 	 	 
	 



SIGNATURE PAGE TO THE EMPLOYMENT AGREEMENT OF THOMAS D. LOGAN





 









 





EXHIBIT A




NON-DISCLOSURE AGREEMENT





 












 





MIRION
TECHNOLOGIES, INC.




     CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT
(this “Agreement”), dated as of August 15, 2006, between MIRION TECHNOLOGIES, INC., a
Delaware corporation (the “Company”), and THOMAS D. LOGAN (“Executive”).



     WHEREAS, the definition of “Company” in this Agreement includes the Company, together
with all of the Company’s direct and indirect subsidiaries.



     WHEREAS, Executive has been employed by the Company and has entered into an employment
agreement, dated as of the date hereof, with the Company (the “Employment Agreement”). In
such role, Executive has and will receive specific confidential information and training relating
to the business of the Company, which confidential information and training is necessary to enable
Executive to perform Executive’s duties and to receive future compensation. Executive will play a
significant role in the development and management of the business of the Company and will be
entrusted with the Company’s confidential information relating to the Company, the Company’s
customers and others.



     WHEREAS, Executive acknowledges that during the course of Executive’s employment with
the Company, Executive has been and will be involved in the current and future business of
the Company, as set forth above.



     WHEREAS, it is a condition to Executive’s employment by the Company that Executive execute and
deliver this Agreement.



     NOW, THEREFORE, it is mutually agreed as follows:



     1. Confidentiality. Executive shall not, during the term of Executive’s
employment with the Company or at any time thereafter, directly or indirectly, divulge, use,
furnish, disclose, exploit or make available to any person or entity, whether or not a competitor
of the Company, any Confidential Information, except as may be necessary in connection with the
faithful performance of his duties to the Company. Notwithstanding the foregoing, in addition to
the matters set forth herein regarding Confidential Information, Executive agrees to be bound by
any policies or procedures of the Company which are generally applicable to all senior employees of
the Company with respect to the protection of Confidential Information.



     As used herein, the term:



     (a) “Confidential Information” shall mean trade secrets, confidential or
proprietary information, and all other information, documents or materials, relating to, owned,
developed or possessed by the Company, whether in tangible or intangible form. Confidential
Information includes, but is not limited to, (i) financial information, (ii) products, (iii)
product and service costs, prices, profits and sales, (iv) new business, technical or other ideas,
proposals, plans and designs, (v) business strategies, (vi) product and service plans, (vii)
marketing plans and studies, (viii) forecasts, (ix) budgets, (x) projections, (xi) computer
programs, (xii) data bases



 









 




and the documentation (and information contained therein), (xiii) computer access codes and
similar information, (xiv) source code, (xv) know-how, technologies, concepts and designs,
including, without limitation, patent applications, (xvi) research projects and all information
connected with research and development efforts, (xvii) records, (xviii) business relationships,
methods and recommendations, (xix) existing or prospective client, customer, vendor and supplier
information (including, but not limited to, identities, needs, transaction histories, volumes,
characteristics, agreements, prices, identities of individual contacts, and spending, preferences
or habits), (xx) training manuals and similar materials used by the Company in conducting its
business operations, (xxi) skills, responsibilities, compensation and personnel files of
employees, directors and independent contractors, (xxii) competitive analysis, (xxiii) contracts
with other parties, and (xxiv) other confidential or proprietary information that has not been made
available to the general public by the senior management of the Company. Confidential Information
shall not include information that (I) is or becomes generally available to the public through no
act or omission on the part of Executive, (II) is hereafter received on a non-confidential basis by
Executive from a third party who has, to the Executive’s knowledge, the lawful right to disclose
such information, or (III) Executive is required to disclose pursuant to court order or law.




     Executive further agrees to take reasonable measures to prevent unauthorized persons or
entities from obtaining or using Confidential Information. Promptly upon termination, for any
reason, of Executive’s employment with the Company, Executive agrees to deliver to the Company all
property and materials within Executive’s possession or control which belong to the Company or
which contain Confidential Information, other than information to which he is entitled to maintain
as a Director (which such information shall continue to remain subject to the terms hereof).



     2. Intellectual Property. All processes, innovations, trade secrets, drawings,
business processes, secret processes, know-how, improvements, formulations, ideas, inventions,
designs and discoveries, whether patentable or not (collectively “Discoveries”), and all
patents, copyrights, trademarks, applications for the foregoing and other intangible rights
(collectively “Intellectual Property Rights”) that may be conceived or developed by
Executive either alone or with others, during the term of employment, whether or not conceived or
developed during working hours, and with respect to which any equipment, supplies, facilities, or
trade secret information of the Company was used, or that related to the business, plans, products
or processes of the Company or to the Company’s actual or demonstrably anticipated business, plans,
products or processes, or that result from any work performed by Executive for the Company, shall
be fully and promptly disclosed to the Company and shall be the sole property of the Company. As
provided in Section 2870 of the California Labor Code, the requirement to assign Discoveries and
Intellectual Property hereunder shall not apply to any Discoveries or Intellectual Property that
Executive develops entirely on his own time without using the Company’s equipment, supplies,
facilities, or trade secret information, except for those Discoveries and Intellectual Property
that either (a) relate, at the time of conception or reduction to practice to the Company’s
business, or actual or demonstrably anticipated research or development of the Company; or (b)
result from any work performed by Executive for the Company. Regardless of the status of
Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives
shall promptly assign to the Company any and all right, title and interest in and to such
Discoveries and Intellectual Property made during the term



4









 




of Executive’s employment by the Company. Except as set forth on Schedule 1 to this
Agreement, there are no Discoveries or Intellectual Property with respect to the Company conceived
of, developed or made by Executive before the date of this Agreement which have not been disclosed
to and assigned to the Company.




     3. Whether during or after Executive’s employment with the Company,
Executive further agrees to execute and acknowledge all papers and to do, at the Company’s
expense, any and all other things necessary for or incident to the applying for, obtaining and
maintaining of such letters patent, copyrights, trademarks or other intellectual property
rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such
Discoveries and Intellectual Property to the Company, its successors and assigns. In the event
that the Company is unable, after reasonable efforts and in any event, after ten (10) Business
Days, to secure Executive’s signature on a written assignment to the Company, of any
application for letters patent, trademark registration or to any common law or statutory
copyright or other property right therein, whether because of his physical or mental incapacity, or for
any other reason whatsoever, the Executive irrevocably designates and appoints the Secretary of
the Company as Executive’s attorney-in-fact to act on the Executive’s behalf to execute and file
any such applications and to do all lawfully permitted acts to further the prosecution or
issuance of such assignments, letters patent, copyright or trademark.



     4. No Right to Continued Employment. Nothing in this Agreement shall
confer upon Executive any right to continue in the employ of the Company or shall interfere
with or restrict in any way the rights of the Company, which, subject to the terms of the
Employment Agreement, are hereby reserved, to discharge Executive at any time for any reason whatsoever, with or without cause.



     5. No Conflicting Agreements. Executive warrants that Executive is not bound by the
terms of a confidentiality agreement or other agreement with a third party that would conflict with
Executive’s obligations hereunder. Alternatively, Executive agrees to provide the Company with a
copy of any and all agreements with a third party that preclude or limit, or may preclude or limit,
Executive’s right to make disclosures or assignments prior to Executive commencing employment.
Executive acknowledges that the existence of such precluding or limiting agreements with a third
party may result in withdrawal of employment by the Company.



5









 





     6. Remedies. In the event of breach or threatened breach by Executive of any
provision hereof, the Company shall be entitled to (i) temporary, preliminary and permanent
injunctive relief and without the posting of any bond or other security and (ii) any other legal
and equitable relief to which it may be entitled, including monetary damages. The prevailing party
in any litigation or other request for relief against Executive in connection with the enforcement
of this Agreement shall be entitled to the recovery of all attorney’s fees and costs. In the event
the Company is the prevailing party, it shall be entitled to the cessation of, and repayment by
Executive to the Company of, any severance payments payable or paid to Executive pursuant to the
Employment Agreement. The Company may pursue any remedy available, including declaratory relief,
concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not
be deemed an election of remedies or waiver of the right to pursue any other remedy.



     7. Successors and Assigns. This Agreement shall be binding upon Executive and
Executive’s heirs, assigns and representatives and inure to the benefit of the Company and its
respective successors and assigns, including without limitation any entity to which substantially
all of the assets or the business of the Company are sold or transferred. The obligations of
Executive are personal to Executive and shall not be assigned by Executive.



     8. Severability. All provisions of this Agreement are intended to be severable.
In the event any provision or restriction contained herein is held to be invalid or unenforceable
in any respect, in whole or in part, such finding will in no way affect the validity or
enforceability of any other provision of this Agreement. The parties hereto further agree that any
such invalid or unenforceable provision will be deemed modified so that it will be enforced to the
greatest extent permissible under law, and to the extent that any court of competent jurisdiction
determines any restriction herein to be unreasonable in any respect, such court may limit this
Agreement to render it reasonable in the light of the circumstances in which it was entered into
and specifically enforce this Agreement as limited.



     9. Notices. Any notice required or permitted to be given under this Agreement
shall be in writing and be deemed given when telecopied, delivered by hand or received by
registered or certified mail, postage prepaid, or by nationally reorganized overnight courier
service addressed to the party to receive such notice at the following address or any other address
substituted therefor by notice pursuant to these provisions:


If to the Company, at:



Mirion Technologies, Inc.

c/o American Capital Strategies, Ltd.

505 Fifth Avenue, 26th Floor

New York, New York 10017

Attention: Robert Klein, Managing Director and Principal 

                 Dustin Smith, Vice President



Fax: (212) 213-2060



with
a copy to:




6









 







American Capital Strategies, Ltd.

2 Bethesda Metro Center, 14th Floor

Bethesda, Maryland 20814

Attention: Compliance Officer

Fax: (301) 654-6714



If
to Executive at his address as set forth in the records of the Company.




     10. Amendment. No provision of this Agreement may be modified, amended, waived or
discharged in any manner except by a written instrument executed by the Company and Executive.



     11. Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties hereto, oral or written, with respect to the subject matter hereof,
however, if any portion of this Agreement is determined to be unenforceable by a court of law, then
solely the appropriate conflicting provisions of any other agreement binding upon Executive shall
control.



     12. Waiver, etc. The failure of the Company to enforce at any time any of the
provisions of this Agreement shall not be deemed or construed to be a waiver of any such
provision, nor in any way affect the validity of this Agreement or any provision hereof or the
right of the Company to enforce thereafter each and every provision
of this Agreement. No
waiver of any breach of any of the provisions of this Agreement by the Company shall be
effective unless set forth in a written instrument executed by the Company, and no waiver of
any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.



     13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made and to be
wholly performed therein without reference to conflicts of law principles, except as otherwise
provided.



     14. Enforcement. If any party shall institute legal action to enforce or
interpret the terms and conditions of this Agreement or to collect any monies under it, venue
for any such action shall be Orange County, California. Each party irrevocably consents to the
jurisdiction of the courts located in the State of California for all suits or actions arising
out of this Agreement. Each party hereto waives to the fullest extent possible, the defense of an
inconvenient forum, and each agrees that a final judgment in any action shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.



7









 





     IN
WITNESS WHEREOF, the parties have duly executed and delivered this Confidentiality
and Intellectual Property Agreement to be effective as of the date first above written.



	 	 	 	 	 	 	 
	 	 	MIRION TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ C. William Hosler
 

Name: C. William Hosler
	 	 
	 

	 	 	 	Title: Vice President/Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Thomas D. Logan	 	 
	 	 	 	 	 
	 	 	Thomas D. Logan	 	 






LOGAN
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT




 









 








Schedule 1




Discoveries or Intellectual Property




None




9









 








EXHIBIT B




Release of Claims




(See Attached)




10









 








EXHIBIT C




280G
Provision



(a) In the event that the Executive shall become entitled to payments and/or benefits
provided by this Agreement or any other amounts in the “nature of compensation” (whether
pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the
Company, any person whose actions result in a change of ownership or effective control covered
by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as
a result of such change in ownership or effective control (collectively the “Company Payments”),
and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section
4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the
Company shall pay to the Executive at the time specified in subsection (d) below (x) an
additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive,
after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and
local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but
before deduction for any U.S. federal, state, and local income or payroll tax on the Company
Payments, shall be equal to the Company Payments and (y) an amount equal to the product of
any deductions disallowed for federal, state or local income tax purposes because of the
inclusion of the Gross-Up Payment in the Executive’s adjusted gross income multiplied by the
highest applicable marginal rate of federal, state or local income taxation, respectively, for the
calendar year in which the Gross-Up Payment is to be made.



(b) For purposes of determining whether any of the Company Payments and Gross-up
Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount
of such Excise Tax, (x) the Total Payments shall be treated as “parachute payments” within the
meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base
amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the
Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent
certified public accountants appointed prior to any change in ownership (as defined under
Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company
(the “Accountants”) such Total Payments (in whole or in part) either do not constitute “parachute
payments,” including giving effect to the recalculation of stock options in accordance with
Treasury Regulation Section 1.280G-1, Q&A 33, represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base
amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash
benefits or any deferred payment or benefit shall be determined by the Accountants in
accordance with the principles of Section 280G of the Code. To the extent permitted under
Revenue Procedure 2003-68, the value determination shall be recalculated to the extent it would
be beneficial to the Executive, at the request of the Executive. In the event that the Accountants
are serving as accountant or auditor for the individual, entity or group effecting the Change in
Control, the Executive may appoint another nationally recognized
accounting firm to make the
determinations hereunder (which accounting firm shall then be referred to as the “Accountants”
hereunder). All determinations hereunder shall be made by the Accountants which shall provide
detailed supporting calculations both to the Company and the Executive at such time as it is
requested by the Company or the Executive. If the Accountants determine that payments under




 









 







this Agreement must be reduced pursuant to this paragraph, they shall furnish the
Executive with a written opinion to such effect. The determination of the Accountants shall be
final and binding upon the Company and the Executive.



(c) For purposes of determining the amount of the Gross-up Payment, the Executive shall be
deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income
taxation in the calendar year in which the Gross-up Payment is to be made and state and local
income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s
residence for the calendar year in which the Company Payment is to be made, net of the
maximum reduction in U.S. federal income taxes which could be obtained from deduction of
such state and local taxes if paid in such year. In the event that the Excise Tax is subsequently
determined by the Accountants to be less than the amount taken into account hereunder at the
time the Gross-up Payment is made, the Executive shall repay to the Company, at the time that
the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-up Payment attributable to such reduction (plus the portion of the Gross-up Payment attributable
to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the
Gross-up Payment being repaid by the Executive if such repayment results in a reduction in
Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount
of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding
the foregoing, in the event any portion of the Gross-up Payment to be refunded to the Company
has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related
amounts) shall not be required until actual refund or credit of such portion has been made to the
Executive, and interest payable to the Company shall not exceed the interest received or credited
to the Executive by such tax authority for the period it held such portion. The Executive and the
Company shall mutually agree upon the course of action to be pursued (and the method of
allocating the expense thereof) if the Executive’s claim for refund or credit is denied.



In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue
Service to exceed the amount taken into account hereunder at the time the Gross-up Payment is made
(including by reason of any payment the existence or amount of which cannot be determined at the
time of the Gross-up Payment), the Company shall make an additional Gross-up Payment in respect of
such excess (plus any interest or penalties payable with respect to such excess) at the time that
the amount of such excess is finally determined.



(d) The Gross-up Payment or portion thereof provided for in subsection (c) above shall be
paid not later than the thirtieth (30th) day following an event occurring which subjects the
Executive to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or
portion thereof cannot be finally determined on or before such day, the Company shall pay to the
Executive on such day an estimate, as determined in good faith by the Accountant, of the
minimum amount of such payments and shall pay the remainder of such payments (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments
pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined,
but in no event later than the ninetieth day after the occurrence of the event subjecting the
Executive to the Excise Tax. In the event that the amount of the estimated payments exceeds the
amount subsequently determined to have been due, such excess shall constitute a loan by the




12









 







Company to the Executive, payable on the fifth day after demand by the Company (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code).



(e) In the event of any controversy with the Internal Revenue Service (or other taxing
authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues
related to the Excise Tax (at its expense), provided that such issues do not potentially materially
adversely affect the Executive, but the Executive shall control any other issues. In the event the
issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to
jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the
final determination with regard to the issues. In the event of any conference with any taxing
authority as to the Excise Tax or associated income taxes, the Executive shall permit the
representative of the Company to accompany the Executive, and the Executive and the Executive’s
representative shall cooperate with the Company and its representative.



(f) The Company shall be responsible for all charges of the Accountant.



(g) The Company and the Executive shall promptly deliver to each other copies of any
written communications, and summaries of any verbal communications, with any taxing authority
regarding the Excise Tax covered by this provision.



(h) Nothing in this Section is intended to violate the Sarbanes-Oxley Act and to the extent
that any advance or repayment obligation hereunder would do so, such obligation shall be modified
so as to make the advance a nonrefundable payment to Executive and the repayment obligation null
and void.




13









 








WAIVER
AND RELEASE OF CLAIMS




     In consideration of the payments and other benefits (the “Severance Benefits”) to be provided
to me by MIRION TECHNOLOGIES, INC. (the “Company”) pursuant to Sections 6(c)(ii), 6(c)(iii) and
6(c)(v) of my Employment Agreement with the Company, dated August 15, 2006 (the “Employment
Agreement”), I, Thomas D. Logan, hereby acknowledge and agree as follows:




	1.	 	I waive any claims I may have for employment or re-employment by the Company,
its parent, successors, assigns, affiliated and subsidiary companies after the date
hereof (the “Termination Date”).
	 
	2.	 	Except for any obligations, covenants, representations and warranties provided for
herein, I, on behalf of myself and my dependents, heirs, executors, administrators,
assigns and legal representatives (individually and collectively referred to herein as
the “Releasing Parties”) do hereby relieve, release and forever discharge the
Company and its predecessors, successors, agents, assigns, subsidiaries, affiliates,
legal representatives, attorneys, insurers, officers, directors, shareholders and
employees, past and present, in any and all of their capacities, (individually and
collectively referred to herein as the “Released Parties”), of and from any and all
rights, claims, debts, liabilities, demands, obligations, promises, damages, causes of
action and claims for relief of whatever kind or nature, known or unknown, which
any of the Releasing Parties may have had or asserted, may now have or assert, or
may hereafter have or assert against the Released Parties, or any of them, for or by
reason of any matter, cause or thing whatsoever, through and including the
Termination Date, arising out of or relating to my employment with, or the
termination of my employment at, the Company, including, without in any way
limiting the generality of the foregoing, any claim or cause of action that I might
otherwise have: (a) under the California Fair Employment and Housing Act, Cal.
Gov’t. Code § 12900, et seq. (discrimination and harassment); the Civil Rights Act of
1866 (42 U.S.C. § 1981) (discrimination); California Labor Code §§ 200, et seq.
(wages, salary, commissions, compensation, benefits and other matters); the Fair
Labor Standards Act of 1938, 29 U.S.C. § 201, et seq. (wage and hour matters); the
Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001,
et seq. (retirement benefits); the Consolidated Omnibus Budget Reconciliation Act of
1985, 42 U.S.C. § 1395(c) (insurance matters); Executive Order 11246
(discrimination); the Family Rights Act, Cal. Gov’t. Code §
12945.2 (family leave
matters); Cal. Labor Code § 1025 (failure to accommodate rehabilitation); Cal. Labor
Code § 1026 (privacy); and Cal. Constitution, Article 1, Section 1 (privacy); or any
other law or regulation of any state or federal jurisdiction, including California,
relating to unlawful discrimination, wages, insurance, privacy or any other matter or
(b) for mental, physical or personal injury, emotional distress, injury to reputation or
injury to property (collectively, the “Released Claims”).
	 
	3.	 	I represent, warrant and agree that I have not filed any complaint, grievance, charge
or claim with or before any local, state or federal agency or board, union or any court




 









 












		 	or other tribunal, relating to the Company, my employment with, or the termination of
my employment at, the Company and asserting any Released Claim. I further represent that I will
not commence, participate in, prosecute or assist in the commencement, participation or
prosecution of any complaints, grievance, charges or claims against the Company with any
governmental agency, union or any court concerning my employment with, or termination of my
employment at, the Company and asserting any Released Claim.
	 
	4.	 	I understand that this Waiver and Release of Claims does not apply to or release any claim
with respect to (a) any rights or benefits which survive after the Termination Date pursuant
to the Employment Agreement, (b) the Severance Benefits, (c) my enforcement of the terms of
the Amended and Restated Call Option Agreement, dated as of August 15, 2006, between myself
and American Capital Strategies, Ltd. and the following other agreements between me and the
Company [list applicable agreements at time of execution, i.e., Stockholders Agreement, Option
Agreements, etc.], (d) any rights or obligations under applicable law that cannot be waived or
released pursuant to an agreement, (e) my right to enforce this Waiver and Release of Claims,
(f) the rights of indemnification and directors and officers liability insurance coverage to
which I may be entitled with regard to my service as an officer or director of the Company,
whether pursuant to the Employment Agreement or otherwise, (g) my rights as a stockholder of
the Company and (h) any rights with regard to accrued benefits under COBRA or any benefit
plan, policy or arrangement maintained by the Company that expressly provides for the survival
of any benefits after termination (other than any severance plan, policy or similar
arrangement). I further understand that this Waiver and Release of Claims does not modify or
reduce my obligations under my Confidentiality and Intellectual Property Agreement with the
Company, dated August 15, 2006 (the “Non-Disclosure Agreement”).
	 
	5.	 	I understand that continued receipt of the Severance Benefits are conditioned upon
my continued compliance with the terms and provisions contained in this Waiver and
Release of Claims.
	 
	6.	 	I represent and warrant that, except as provided in the Non-Disclosure Agreement, I
have returned to the Company all property and documents of the Company which are
in my possession and will not retain any property or documents of Company (or any
copies, prints, summaries or compilations of, any software, documents or other
materials originating with or belonging to Company).
	 
	7.	 	I understand that any payments or contributions made by the Company on my behalf
for medical and any other benefits will terminate as of the Termination Date, except
for any benefits specifically provided for after the Termination Date pursuant to
Section 6(c)(v) of the Employment Agreement. I acknowledge that I have been
advised regarding rights to continuation of medical insurance coverage under the
Company’s medical insurance policy pursuant to COBRA, [and further acknowledge
receiving a COBRA Notice] advising me of such rights and all of the terms and




2









 












	 	 	conditions applicable thereto.
	 
	8.	 	I acknowledge that I have received all wages, salary, bonuses, accrued vacation,
expense reimbursements and other remuneration, compensation or other sums owed
to me by the Company in connection with my employment with the Company
through the Termination Date.
	 
	9.	 	I have settled all outstanding charges or expenses on any Company credit card or that
have been paid for by the Company on my behalf by payment or submission of an
appropriate expense report.
	 
	10.	 	It is expressly understood by me, on my own behalf and on behalf of the Releasing
Parties, that California Civil Code Section 1542 provides as follows:
	 
	 	 	“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF
KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
	 
	 	 	I hereby, on my own behalf and on behalf of the Releasing Parties, waive and release any
rights or benefits that all of them, or any of them, might otherwise have under Civil Code
Section 1542 or any other similar statute or law of California or any other state or federal
jurisdiction, to the full extent that such rights and benefits may be waived.
	 
	11.	 	I represent, warrant and agree that I have not at any time prior to the execution of
this Waiver and Release of Claims disclosed this Waiver and Release of Claims, the
terms or conditions of this Waiver and Release of Claims or the negotiations leading
up to or surrounding this Waiver and Release of Claims to any person or entity other
than my immediate family. I further agree that, following the execution of this
Waiver and Release of Claims, I will keep the terms, amounts and facts of this
Waiver and Release of Claims completely confidential and will not disclose same to
anyone other than: (i) my immediate family and attorneys and accountants who will
be informed of and bound by this confidentiality clause; (ii) as required by federal,
state and local taxing authorities or (iii) in response to an order of a court of
competent jurisdiction. If I make any disclosure authorized by this section, I shall
apprise the person or entity to whom such disclosure is made of the confidential
nature of the information and use best efforts to secure the confidentiality of the
information so disclosed.
	 
	12.	 	I have carefully read the Employment Agreement and this Waiver and Release of
Claims.




3









 






	13.	 	I have had the opportunity to consult with an attorney or other advisor of my
choice about this matter, and have been advised by the Company to do so.
	 
	14.	 	I acknowledge that I am executing this Waiver and Release of Claims with the intent
to grant the general release set forth herein, without reliance upon any statement or
representation of the Company or any representative, employee, director, shareholder
or attorney of the Company other than as set forth herein, and that I have signed this
Waiver and Release of Claims on my own behalf and of my own free will.
	 
	15.	 	The Severance Benefits are greater than any other payment or benefit to which I
otherwise would have been legally entitled as a result of the termination of my
employment.
	 
	16.	 	I have been given twenty-one (21) days to review and consider this Waiver and
Release of Claims.
	 
	17.	 	I may revoke this Waiver and Release of Claims after signing it, by delivering a
written revocation to the Company no later than seven (7) days after the date I sign it
as shown below. To the extent that this Waiver and Release of Claims is timely
revoked, I understand that it will be treated under the Employment Agreement as if I
had not delivered it and I will not receive the Severance Benefits.
	 
	18.	 	I understand that this Waiver and Release of Claims (a) will be governed by the laws
of the State of California, (b) sets forth the entire understanding between myself and
the Company and, except as otherwise set forth herein, supersedes any and all prior
agreements, oral or written, relating to my employment by the Company or the
termination thereof, (c) may not be modified except by a writing, signed by myself
and the Company, and (d) shall be binding upon my heirs and personal
representatives, and the successors and assigns of the Company.
	 
	19.	 	I further understand that (x) no waiver shall be binding unless executed in writing by
the party making the waiver, (y) both the Company and I have partaken in the
drafting hereof and (z) if any part of this Waiver and Release of Claims is held by a
court to be invalid, illegal, unenforceable or otherwise in conflict with law, such part
shall be inoperative and void insofar as it is in conflict with law, but the validity of
the remaining parts shall not be affected and the rights and obligations hereunder
shall be construed and enforced as if this Waiver and Release of Claims did not
contain the particular term or provision held to be invalid.




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Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Print Name
	 	 
	 
	 	 	 	 
	 

	 	 

Date Signed
	 	 






Accepted and Agreed:




MIRION TECHNOLOGIES, INC.




	 	 	 
	 

Name:

	 	 
	Title:
	 	 







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