EXHIBIT 10.17
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of August 1, 1999, by and between Wavetek Xxxxxx
Xxxxxxxxxx, Inc., a Delaware corporation (the "Company"), and Xxx Xxxxxx (the
"Employee").
WHEREAS, Employee has been employed as an Senior Executive of Company; and
WHEREAS, Company and Employee wish to set forth the terms of the Employee's
continued employment by Company;
NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants herein contained,
and other good and valuable consideration, the parties hereto agree as
follows:
1. EMPLOYMENT
Company hereby employs Employee, and Employee agrees to serve as an employee
of the Company, on the terms and conditions set forth in this Agreement.
2. PERIOD OF EMPLOYMENT
The "Period of Employment" shall be the period commencing on August 1, 1999,
and ending on July 31, 2000; provided, however, that commencing on August 1,
2000 and on the August 1 of each year thereafter, the term of the Agreement
shall automatically be extended for one additional year unless at least 30
days prior to any such date, Company or Employee shall have given notice in
accordance with Section 11 hereof that such extension shall not occur.
3. DUTIES DURING THE PERIOD OF EMPLOYMENT
During the Period of Employment, Employee shall serve as Senior Vice
President North American Operations of the Company and shall have such duties
and responsibilities as are assigned to Employee by the Board of Directors of
Company commensurate with such position. Employee shall devote Employee's
full business time, attention and efforts to the affairs of Company during
the Period of Employment, provided, however, that Employee may engage in
other activities, such as activities involving professional, charitable,
educational, religious and similar types of organizations, speaking
engagements, membership on the board of directors of such other organizations
as Company may from time to time agree to, and similar type activities to the
extent that such other activities do not inhibit or prohibit the performance
of Employee's duties under this Agreement, or conflict in any material way
with the business of Company and its affiliates.
4. CURRENT CASH COMPENSATION
As compensation for Employee's services hereunder, during the Period of
Employment Employee will be entitled to target total compensation at the
annual rate of $ 300.000,-- of which:
(i) $ 210.000,-- shall be base salary, payable in accordance with the
Company's payroll practices for senior executives and
(ii) $ 90.000,-- shall be target bonus, payable in accordance with Company's
annual bonus plan. Company shall review such target total compensation
annually and in light of such review may, in the discretion of the Board of
Directors of Company (but shall not be obligated to), increase such target
total compensation taking into account any change in Employee's then
responsibilities, increases in the cost of living, performance by Employee,
and other pertinent factors.
5. OTHER EMPLOYEE BENEFITS.
(a) VACATION AND SICK LEAVE
Employee shall be entitled to reasonable paid annual vacation periods
and sick leave in accordance with the Company's executive vacation and
sick leave policies.
(b) REGULAR REIMBURSED BUSINESS EXPENSES
Company shall reimburse Employee for all expenses and disbursements
reasonably incurred by Employee in the performance of Employee's duties
during the Period of Employment, and provide such other facilities or
services as Company and Employee may, from time to time, agree are
appropriate, all in accordance with Company's established policies.
(c) EMPLOYEE BENEFIT PLANS
In addition to the cash compensation provided for in Section 4 hereof,
Employee, subject to meeting eligibility provisions and to the
provisions of this Agreement, shall be entitled to participate in
Company's employee benefit plans, as presently in effect or as they may
be modified or added to by Company from time to time.
(d) EXECUTIVE COMPENSATION PLANS
In addition to the cash compensation provided for in Section 4 hereof
and the employee benefits provided for in paragraph (c) of this
Section, Employee, subject to meeting eligibility provisions and to the
provisions of this Agreement, shall be entitled to participate in
Company's executive compensation plans, as presently in effect or as
they may be modified or added to by Company from time to time.
(e) ADDITIONAL BENEFITS
In addition to the cash compensation provided for in Section 4 hereof
and participation in the employee benefit and executive compensation
plans provided in paragraphs (c) and (d) of this Section, Employee
shall be entitled to the additional benefits set forth in Exhibit A.
6. TERMINATION
(a) TERMINATION BY COMPANY WITHOUT CAUSE
If Company should terminate the Period of Employment without Cause as
defined below, in addition to any other compensation and benefits
payable as provided for hereunder, Company shall pay to Employee a lump
sum amount equal to the base salary payable to Employee pursuant to
Section 4 as of the date of termination of the Period of Employment for
the greater of (i) the balance of the Period of Employment or (ii)
twelve months; provided, however, that such payment is conditioned on
Employee's execution of Company's severance and general release
agreement. "Cause" shall mean the willful and continued failure by
Employee to use reasonable effort to substantially perform Employee's
duties with Company (other than any such failure resulting from
incapacity due to physical or mental illness) after a demand for
substantial performance is delivered to Employee by the Company which
specifically identifies the manner in which Company believes Employee
has not substantially performed his duties; conviction of, or plea of
nolo contendere to, a felony; habitual abuse of narcotics or alcohol;
fraud, material dishonesty or gross misconduct in connection with the
business of the Company.
(b) TERMINATION BY EMPLOYEE; TERMINATION BY COMPANY FOR CAUSE
Employee shall have the right, upon 30 days' prior written notice given
to Company, to terminate the Period of Employment. If Employee should
terminate the Period of Employment or Company should terminate the
Period of Employment for Cause, Employee will be entitled only to be
paid the base annual salary otherwise payable to Employee under
paragraph (a) of Section 4 through the end of the month in which the
Period of Employment is terminated.
7. CONFIDENTIAL INFORMATION
Employee agrees to keep secret and retain in the strictest confidence all
confidential matters which relate to Company or any affiliate of Company,
including, without limitation, customer lists, client lists, trade secrets,
pricing policies and other business affairs of Company and any affiliate of
Company learned by Employee from Company or any such affiliate or otherwise
before or after the date of this Agreement, and not to disclose any such
confidential matter to anyone outside Company or any of its affiliates, whether
during or after Employee's period of service with Company, except as may be
required by a court of law, by any governmental agency having supervisory
authority over the business of the Company or by any administrative or
legislative body (including a committee thereof) with apparent jurisdiction to
order him to divulge, disclose or make accessible such information. Employee
agrees to give Company advance written notice of any disclosure pursuant to the
preceding sentence and to cooperate with any efforts by Company to limit the
extent of such disclosure. Upon request by Company, Employee agrees to deliver
promptly to Company upon termination of Employee's services for Company, or at
any time thereafter as Company may request, all Company or affiliate memoranda,
notes, records, reports, manuals, drawings, designs, computer files in any media
and other documents (and all copies thereof) relating to Company's or any
affiliate's business and all property of Company or any affiliate associated
therewith, which Employee may then possess or have under Employee's control,
other than personal notes, diaries, rolodexes and correspondence.
8. REMEDY
Should Employee engage in or perform, either directly or indirectly, any of the
acts prohibited by Sections 7 and 8 hereof, it is agreed that Company shall be
entitled to full injunctive relief, to be issued by any competent court of
equity, enjoining and restraining Employee and each and every other person,
firm, organization, association, or corporation concerned therein, from the
continuance of such violative acts. The foregoing remedy available to Company
shall not be deemed to limit or prevent the exercise by Company of any or all
further rights and remedies which may be available to Company hereunder or at
law or in equity.
9. GOVERNING LAW
This Agreement is governed by and is to be construed and enforced in accordance
with the laws of the State of Delaware, without reference to rules relating to
conflicts of law. If under such law, any portion of this Agreement is at any
time deemed to be in conflict with any applicable statute, rule, regulation or
ordinance, such portion shall be deemed to be modified or altered to conform
thereto or, if that is not possible, to be omitted from this Agreement; the
invalidity of any such portion shall not affect the force, effect and validity
of the remaining portion hereof.
10. NOTICES
All notices under this Agreement shall be in writing and shall be deemed
effective when delivered in person, or five (5) days after deposit thereof in
the U.S. mails, postage prepaid, for delivery as registered or certified mail,
addressed to the respective party at the address set forth below or to such
other address as may hereafter be designated by like notice. Unless otherwise
notified as set forth above, notice shall be sent to each party as follows:
Employee, to:
Xxx Xxxxxx
00000 Xxxxx Xxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
Company, to:
Wavetek Xxxxxx Xxxxxxxxxx, Inc.
0000X Xxxxxx Xxxxx
P.O. Box 113585
Research Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Chief Executive Officer
In lieu of personal notice or notice by deposit in the U.S. mail, a party may
give notice by confirmed telegram, telex or fax, which shall be effective upon
receipt.
11. MISCELLANEOUS
(a) Entire Agreement
This Agreement constitutes the entire understanding between Company and
Employee relating to employment of Employee by Company and supersedes
and cancels all prior written and oral agreements and understandings
with respect to the subject matter of this Agreement. This Agreement
may be amended but only by a subsequent written agreement of the
parties. This Agreement shall be binding upon and shall inure to the
benefit of Employee, Employee's heirs, executors, administrators and
beneficiaries, and Company and its successors.
(b) Withholding Taxes
All amounts payable to Employee under this Agreement shall be subject
to applicable withholding of income, employment and other taxes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
year and day first above written.
WAVETEK XXXXXX XXXXXXXXXX, INC.
By:
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Xxxxx Xxxxxx Xxxx-Xxxxxxxx Xxxx
CEO SVP Human Resources
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Xxx Xxxxxx
