Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of November
14, 2007 by and between MFIC Corporation, a Delaware corporation (the
"Company"), and Michael C. Ferrara ("Executive").
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1.
EMPLOYMENT.
THE COMPANY SHALL EMPLOY EXECUTIVE, AND EXECUTIVE
ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE TERMS AND CONDITIONS SET FORTH IN
THIS AGREEMENT FOR THE PERIOD BEGINNING ON THE DATE HEREOF AND ENDING AS
PROVIDED IN SECTION 4 BELOW.
EXECUTIVE WARRANTS THAT HE IS NOT SUBJECT TO ANY
AGREEMENT OR OBLIGATION THAT WOULD PROHIBIT OR RESTRICT HIS PERFORMANCE UNDER
THIS EMPLOYMENT AGREEMENT.
2.
POSITION AND DUTIES.
(A)
DURING THE EMPLOYMENT PERIOD (AS DEFINED IN SECTION 4(A)),
EXECUTIVE SHALL SERVE AS THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, REPORTING
TO THE COMPANY'S BOARD OF DIRECTORS (THE "BOARD").
EXECUTIVE SHALL HAVE THE
DUTIES AND RESPONSIBILITIES OF SUCH POSITION AS WELL AS SUCH OTHER DUTIES AND
RESPONSIBILITIES AS THE BOARD MAY FROM TIME TO TIME REASONABLY DIRECT.
SUBJECT
TO THE COMPANY'S BYLAWS, EXECUTIVE SHALL ALSO SERVE A DIRECTOR OF THE COMPANY.
(B)
EXECUTIVE'S PRINCIPAL PLACE OF EMPLOYMENT WILL BE THE COMPANY'S
PRINCIPAL CORPORATE OFFICE, CURRENTLY LOCATED AT 30 OSSIPEE ROAD IN NEWTON,
MASSACHUSETTS.
EXECUTIVE SHALL TRAVEL AS NECESSARY FOR THE PROPER PERFORMANCE
OF HIS DUTIES AND RESPONSIBILITIES.
THE EXPENSE OF SUCH BUSINESS TRAVEL SHALL
BE BORNE BY THE COMPANY IN ACCORDANCE WITH SECTION 3(F) BELOW.
(C)
THE COMPANY AND EXECUTIVE ACKNOWLEDGE AND AGREE THAT THIS
EMPLOYMENT WILL REQUIRE THE FULL TIME AND ENERGIES OF EXECUTIVE.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL PRECLUDE
EXECUTIVE FROM:
(I) SERVING ON THE GOVERNING BODIES OF THE COMPANIES LISTED ON
EXHIBIT A OR OTHER COMPANIES FOR WHICH HE HAS OBTAINED THE PRIOR WRITTEN
APPROVAL OF THE BOARD, (II) ENGAGING IN CHARITABLE AND PUBLIC SERVICE
ACTIVITIES, OR (III) MANAGING EXECUTIVE'S PERSONAL INVESTMENTS, PROVIDED THAT
SUCH ACTIVITIES UNDER CLAUSES (I) AND (II) ARE DISCLOSED IN WRITING TO THE BOARD
IN A NOTICE THAT REFERENCES THIS PROVISION AND THE ACTIVITIES UNDER CLAUSES (I),
(II) AND (III) DO NOT INTERFERE WITH EXECUTIVE'S AVAILABILITY OR ABILITY TO
PERFORM EXECUTIVE'S DUTIES OR RESPONSIBILITIES HEREUNDER.
3.
COMPENSATION: SALARY; BONUSES; STOCK OPTIONS AND OTHER BENEFITS.
(A)
THE COMPANY SHALL PAY EXECUTIVE A BASE SALARY OF $230,000 PER YEAR
(THE "BASE SALARY"), PAYABLE IN SUBSTANTIALLY EQUAL INSTALLMENTS IN ACCORDANCE
WITH THE COMPANY'S CUSTOMARY PAYROLL PRACTICES.
THE BASE SALARY SHALL BE
SUBJECT TO ANNUAL REVIEW BY THE BOARD.
ANY INCREASE IN THE BASE SALARY SHALL BE
DETERMINED BY THE BOARD IN ITS SOLE DISCRETION.
(B)
IN CONNECTION WITH COMPENSATION FOR CALENDAR YEAR 2008, EXECUTIVE
SHALL BE ELIGIBLE TO RECEIVE A PERFORMANCE BONUS (THE "PERFORMANCE BONUS")
TARGETED ON THE AMOUNT IN THE FOLLOWING SCHEDULE, WHERE:
(I) "EBITDA
PERCENTAGE" IS CALCULATED AS THE COMPANY'S EARNINGS BEFORE INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION DIVIDED BY THE COMPANY'S GROSS REVENUES, AND (II)
ALL AMOUNTS USED IN