Nautilus 2010 Annual Report Download - page 87

EXHIBIT 10.33
SEVERANCE AND EMPLOYMENT AGREEMENT
This Severance and Employment Agreement (this “Agreement”)
is entered into as of September 21, 2007, by and
between Nautilus, Inc., a Washington corporation (the “Company” or “Employer”), and Wayne M. Bolio (“Employee”).
In consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Company and
Employee hereby agree as follows:
i) Termination . The parties acknowledge that Employee's employment with the Company is “at-will” and may be
terminated by either party with or without cause. No one other than the President and Chief Executive Officer of the
Company or the Board of Directors has the power to change the at-will character of the employment relationship. As
discussed below, however, the various possible ways in which Employee's employment with the Company may be
terminated will determine the payments that may be due to Employee under this Agreement. As used in this Agreement,
the following terms have the following meanings:
(i)
Cause . As used in this Agreement, Cause means (i) Employee's indictment or conviction in a court of law
for any crime or offense that in Employer's reasonable judgment makes Employee unfit for continued employment,
prevents Employee from performing Employee's duties or other obligations or adversely affects the reputation of
Employer; (ii) dishonesty by Employee related to his employment; (iii) violation of a key Employer policy or this
Agreement by Employee (including, but not limited to, acts of harassment or discrimination, use of unlawful drugs or
drunkenness on Employer's premises during normal work hours); (iv) insubordination (i.e. conduct such as refusal to
follow direct orders of the President or other individuals(s) to whom Employee reports; (v) dereliction of duty by
Employee (e.g., failure to perform minimum duties after warning) and reasonable opportunity to correct; (vi) Employee's
competition with Employer, diversion of any corporate opportunity or other similarly serious conflict of interest or self-
dealing incurring to Employee's direct or indirect benefit and Employer's detriment; (vii) intentional or grossly negligent
conduct by Employee that is significantly injurious to Employer or its affiliates; (viii) Employee's failure to meet the
minimum goals of his position if such are provided in writing to Employee, and as such goals may be amended from
time to time; and (ix) Employee's death or disability (i.e., Employee's inability to perform the essential job functions of
the position with or without a reasonable accommodation).
(ii) Good Reason . Good Reason shall mean a greater than 50 mile change in Employee's primary place of
employment (without the Employee's consent), whether by Employer or any successor in interest to Employer. For
purposes of this Agreement the primary place of employment is Vancouver, WA. No event other than a greater than 50
mile change in the primary place of employment shall constitute “Good Reason” under this Agreement. Employee shall
notify Company in writing of the existence of Good Reason within thirty (30) days after being informed of a change in
the Employee's primary place of employment; failure to do so shall constitute a waiver of the right to claim that such
conduct constitutes “Good Reason” under this Agreement.
(iii)
At-Will . At-
will termination shall mean a termination by the Company where it does not seek to establish
Cause or by Employee without Good Reason.
(d)
Notice of Termination . If the Company exercises its right to terminate Employee without Cause, it shall
provide the Employee with 21 days prior written notice of the termination of his/her employment (Notice of
Termination), provided however, that at the Company's sole discretion, it may immediately relieve Employee from all
duties and responsibilities during the Notice Period. After