Mr. Gregory M. Krzemien
Exhibit
10.29
March 23,
2010
Xx.
Xxxxxxx X. Xxxxxxxx
0000
Xxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Dear
Xxxx:
You are
presently employed by Xxxx Security International, Inc. (“Company”) and, through
February 12, 2010, you were employed pursuant to a written contract that has
expired. The Company is pleased now to offer to you (“Employee”)
employment with the Company (“Offer”) on the terms of this letter agreement,
including Schedule A hereto, (the “Agreement”), which includes additional and
new consideration provided to you. If you accept the Offer, please
sign this Agreement and return it to the Company.
Note that
your employment with the Company is at-will, which means that you or the Company
may terminate your employment, with or without reason, at any
time. This can be altered only by an express written agreement signed
by the Company’s CEO and approved by the Xxxx Board of Directors Compensation
Committee.
The
Company is excited about your continued employment and looks forward to a
continued beneficial and productive relationship.
1. Employment, Duties, and
Location.
a. Employment. Subject
to the terms and conditions hereinafter set forth and in the Company’s Manual
for Employees, you shall be employed as an at-will employee. The
Company or the Employee may terminate the employment relationship without
notice, with or without cause at any time. In the event you decide to
leave employment with the Company, you are requested to provide two (2) weeks
prior written notice. The Term automatically terminates on Employee’s
death or inability to perform his/her duties.
b. Duties. Your job
title shall be Chief Financial Officer. If requested by the Company
you will continue to serve and/or accept election as Treasurer of the Company
and/or any of its subsidiaries, or affiliated entities, as well as Interim
Secretary of the Company. Your duties are as set
forth on the attached Exhibit 1, Job Description-CFO. The Company
reserves the right to vary, increase, or decrease the duties at its discretion
consistent with your position as CFO, which will not be materially different
than your current responsibilities.
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c. Full Time Position and
Supervisor. During Employee’s employment (“Term”), Employee
shall devote his best efforts and substantially all of his business time and
services to the Company. Employee shall report to and be supervised
by the CEO of the Company and also provide a reporting relationship to the
Chairman of the Audit Committee of the Xxxx Board of
Directors. Employee shall perform such duties and services as the
Employee’s supervisor requests. During the Term, Employee will not
engage in any other employment, occupation, consulting or other business
activity directly related to the business in which the Company is now involved
or becomes involved with, nor will Employee engage in any other activities that
conflict with Employee’s obligations to the Company.
d. Location. You will
perform your duties principally from the offices of the Company located at
Horsham, PA, but shall travel as necessary to other Company
locations.
e. Restrictions on
Company. While this Agreement is in effect, the Company may
not, without Employee’s consent: (a) materially change or materially reduce the
duties of Employee as CFO except as otherwise provided on Schedule
A, (b) move the principal location of Employee’s employment more than
25 miles from Horsham, PA, or (c) reduce Employee’s base salary hereunder or
(d), there is a failure by a successor to this agreement, as defined in Item 6,
to properly assume and fulfill the requirements of this agreement. In
the event the Company violates this provision and does not cure such violation
within thirty (30) days after receipt of written notice from Employee specify
the violation, Employee may resign and receive severance, as provided herein in
Schedule A.
2. Salary. Employee
hereby agrees to accept as compensation for all services rendered by Employee in
any capacity hereunder during the Term a salary at the annual rate of
$230,000.00, paid in accordance with the Company’s regular payroll
practices, effective February 12,
2010. (the “Salary”). The Salary shall be inclusive of all
applicable income, social security and other taxes and charges which are
required by law to be withheld by the Company but shall be in addition to any
Bonus and Additional Compensation and Benefits (as set forth in Paragraphs 3 and
4 below).
3. Bonus. Employee
shall be eligible to receive an annual bonus which may be awarded at the sole
discretion of the CEO. Employee does not have any entitlement to any
bonus. Your Supervisor will establish a written bonus program for you
within 60 days of your start. Bonuses customarily are paid within 60
days following the end of the calendar year, and an employee who leaves
employment for any reason prior to the date when bonuses are paid is not
eligible to receive payment of any bonus.
4. Additional Compensation and
Benefits. Employee shall be entitled to the additional
compensation and benefits set forth on Schedule A attached
hereto.
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5. Confidential Information and
Inventions. Employee shall execute and comply with the
Company’s standard Confidential Information and Invention
Agreement.
6. Successors and
Assigns. The Company may assign this Agreement to any
successor or transferee, provided that such successor or transferee agrees to
assume the obligations of the Company hereunder. The Employee may not
assign this Agreement.
7. Notice. Any
notice or communication required or permitted under this Agreement shall be made
in writing and (i) sent by commercial overnight delivery service, (ii) e-mailed
with a copy sent by ordinary mail or (iii) sent by fax, addressed to the
addresses of the parties set forth on page 1 hereof or to such other address as
either party may from time to time duly specify by notice given to the other
party in the manner specified above.
8. Noncompetition
Covenants. Section 4 of the Employment Contract between the
Company and Employee, dated as of February 12, 2007 (the “2007 Contract”) is
incorporated herein by reference, except in paragraph 4b, the non-compete term
shall be equal to six months after termination.
9. Entire Agreement;
Amendments. This Agreement and the Confidential Information
and Invention Agreement referred to in section 5 above set forth the
understanding of the parties hereto relating to the subject matter hereof, and
merge and supersede all prior and contemporaneous discussions, agreements, and
understandings of every nature between the parties hereto relating to the
employment of Employee with the Company. Notwithstanding the
foregoing, sections 5 (Confidential Information), and 6 (Inventions) of the 2007
Contract, are not superseded and shall remain in effect to the extent they
provide to the Company broader rights or protection than the terms of this
Agreement, and section 15 (Insurance and Indemnification) of the 2007 Contract,
is not superseded and shall remain in effect to the extent it provides to
Employee or the Company broader rights or protection than the terms of this
Agreement. This Agreement may not be changed or modified, except by a
writing signed by each of the parties hereto.
10. Waiver. Any
waiver by either party of any breach of any term or condition in this Agreement
shall not operate as a waiver of any other breach of such term or condition or
of any other term or condition, nor shall any failure to enforce any provision
hereof operate as a waiver of such provision or of any other provision hereof or
constitute or be deemed a waiver or release of any other rights, in law or in
equity..
11. Governing
Law. Notwithstanding any contrary choice of laws principles,
this Agreement shall be governed by and construed in accordance with the
substantive laws of the State of Delaware, applicable to contracts executed and
performed within the State of Delaware.
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12. Jurisdiction and
Venue. The parties agree that any dispute arising out of or in
relation to this Agreement, the performance of it by either party, or Employee’s
employment, shall be litigated in the Philadelphia County Court of Common Pleas,
or in the United States District Court for the Eastern District of Pennsylvania
if that federal court would have subject matter jurisdiction, and the parties
hereby consent to the jurisdiction of those courts, which shall have exclusive
jurisdiction over any such litigation. The parties consent to those
forums and, in connection with any such litigation, neither party shall raise as
a defense lack of personal jurisdiction or improper venue or seek to have the
action dismissed on grounds of forum non conveniens or transferred to any other
court.
13. Severability. Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or the effectiveness or
validity of any provision in any other jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
14. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to be one and the
same instrument. A faxed or pdf signature shall have the same force
and effect as an original signature.
Please
have this agreement reviewed by your own legal counsel. Please
indicate your acceptance of the Offer by executing and returning a copy of this
Agreement. The Offer will expire, if not accepted within ten days of your
receipt of this offer letter.
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Sincerely,
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XXXX
SECURITY INTERNATIONAL, INC.
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By:
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/s/Xxxxxx Xxxxxxxx
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Name: Xxxxxx
Xxxxxxxx
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Title:
CEO and President
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Agreed to
and Accepted:
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/s/Xxxxxxx X. Xxxxxxxx
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3/23/2010
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Xxxxxxx
X. Xxxxxxxx
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Date
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SCHEDULE
A
ADDITIONAL
COMPENSATION AND BENEFITS
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1.
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Equipment. During
the term the Company will supply Employee for his use in performing his
duties, and not for Employee’s personal use the following items: cell
phone, Blackberry, desktop or laptop computer as needed,
(“Equipment”). All items of Equipment shall be returned
by Employee to Company upon request of the Company and upon the
termination of Employee’s employment by the
Company
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2.
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Expense
Reimbursement. Employee shall be entitled to receive
reimbursement from the Company for all reasonable out-of-pocket expenses
incurred by Employee in performing his or her duties under the Agreement,
in accordance with the expense reimbursement policy established from time
to time by the Company, upon presentation of expense statements or
vouchers and such other supporting information as may be
required.
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3.
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Vacation; Sick
Leave. Employee shall be entitled to four weeks paid
vacation time in each year of the term of this Agreement, and sick leave
(PTO) in accordance with such general policies as may be in effect from
time to time for
supervisory employees.
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4.
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Other
Benefits. Employee shall be entitled, if and to the
extent eligible under the applicable policies or plans, to participate in
any group life, hospitalization or disability insurance plan, health
program, pension plan, similar benefit plan or other so-called fringe
benefits of the Company. The current benefits include Medical
and Dental Insurance (75% of premiums paid by Company for Employee and 25%
of premiums paid by Company for Spouse and/or eligible Family members),
Short and Long term Disability Insurance and Employee Term Life Insurance
(100% paid by Company), 401K Retirement Plan (currently with no Company
funding), Employee Assistance Plan, and other optional plans available at
Employee cost (AFLAC and Vision plans). All Company benefits
are subject to review, change, and/or termination at any
time.
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5.
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Car
Allowance. Employee will be paid a monthly car allowance
of $700.00, which will be pro-rated and paid with each normal
paycheck. Employee will be responsible for tires, wear and
tear, maintenance, insurance, and damage
claims.
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6.
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Gas
Usage. Employee shall be issued a company gas card,
which shall be used to cover normal business driving for the company’s
benefit. Employee agrees to not use gas card for personal
use.
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7.
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Stock
Options. At the first meeting of the Company’s
Compensation Committee of the Board of Directors occurring after the date
the Employee executes this Agreement, the Company shall recommend that the
Compensation Committee grant the Employee stock options (“Options”)
exercisable for 50,000 shares
of MSI’s common stock at a per-share exercise price equal to the closing
trading price of the stock on the date of grant. The Options
will be Non-Incentive and shall vest over three years, one-third vesting
each anniversary date of this Agreement’s execution. The
Options shall cease all vesting on the date that Employee is no longer
employed by the Company, for any reason, and any unvested Options shall be
canceled. If the Company has a change in control, as defined in
the 2007 Contract, all options shall be fully vested. The
Options shall be governed in all respects by the Company’s 1999 Stock
Option Plan and the stock option agreement that shall be issued to
Employee.
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Employee
shall be eligible for additional stock options under the Company's stock option
plans based on Employee's performance of his duties, and at the discretion of
the Compensation Committee of the Board of Directors.
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8.
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Notice Pay and
Severance. Employee is an “at will” employee who can be
terminated at any time with or without cause. The eligibility
for payments under this paragraph and the subsequent paragraph is in lieu
of, and not in addition to, any other right to or claim for payment on
account of notice or severance, including under any employment contract or
any prior, existing, or future plan, policy, or practice of the Company,
which employee expressly waives. However, Company agrees it
will pay Employee the sum equal to six months of the then current Salary
as severance, if the Company terminates the Employee and does not have
“Good Cause”, as hereafter defined, or if the Employee terminates this
Agreement by reason of the material breach by the Company which breach is
not cured within thirty (30) days after written notice to the Company from
Employee specifying the breach. No severance shall be payable
if the termination of Employee’s employment is in connection with the sale
of the Company or any part of its business where Employee is offered
employment by the acquirer as the CFO under similar terms. Good Cause for
the Company not to pay notice pay and severance, exists if any of the
following occur:
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(i) Employee’s
refusal to perform his duties or other obligations under this Agreement, or
Employee’s intentional or grossly negligent conduct causing material harm to the
Company as determined by the Company, on fifteen (15) days notice after the
Company has provided Employee written notice of such failure to perform and
Employee has failed to cure the unsatisfactory performance, if capable of cure,
within thirty (30) business days; or
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(ii) Employee’s
conviction of a felony, or a misdemeanor involving moral turpitude, or
Employee’s engaging in conduct involving dishonesty toward the Company or its
customers, or engaging in conduct that could damage the reputation or good will
of the Company, whether or not occurring in the workplace; or
(iii) Employee’s
death, or inability with reasonable accommodation to perform his duties under
this Agreement because of illness or physical or mental disability or other
incapacity which continues for a period of 120 consecutive days, as determined
by a medical doctor; or
(iv) If
Employee engages in any type of discrimination, harassment, violence or threat
thereof, or other behavior toward other employees of MSI, the Company, or any of
their subsidiaries or toward third parties or employees of a third
party;
(v) alcohol
abuse and/or use of controlled substances during employment hours, or a positive
test for use of controlled substances that are not prescribed by a medical
doctor; or
(vi) gross
negligence or willful misconduct with respect to the Company, or any of its
affiliates or subsidiaries; or
(vii) on
fifteen (15) days notice for any other material intentional breach of this
Agreement or the Company’s Employee Manual by Employee not cured within 30 days
after Employee’s receipt of written notice of the same from the
Company.
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9.
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Notice Pay and the
Notice Period. In the event the Company terminates
Employee’s employment for any reason other than for Good Cause as defined
in Paragraph 8 above, Employee shall be given two (2) weeks
prior notice or, at the Company’s election, he shall be paid two (2) weeks
base salary in lieu of notice. In the event Employee elects to terminate
his employment with the Company other than in accordance with Paragraph 1e
of this Agreement, he shall give to the Company two (2) weeks prior
notice. After the giving of notice by either the Company or
Employee and during the period prior to the end of the notice
period, Employee shall continue to perform his duties, which
may be modified by the Company including assigning to Employee other or
reduced duties and the Company may designate another person to serve as
CFO. The giving of notice by the Employee as described in this paragraph,
and the continued performance of his duties, including as they may be
modified during the notice period, shall constitute a condition to receipt
of severance by Employee pursuant to Paragraph 8 above. If the
Company is merged or acquired by another company, the Company will
increase the amount of notice from two weeks to three
months. Employee shall be required to work during that notice
period, with duties as stated in this
paragraph.
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Security International, Inc.
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10.
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Indemnification. During
his employment under this Agreement and for the same period as that
provided to the Board members (directors) and other officers, but in no
event less than three years after his termination, the Company agrees to
indemnify Employee to the maximum extent permitted under Delaware law, and
following the termination of his Employment under this Agreement, to
maintain in force officer and director liability insurance coverage at
least as favorable as the coverage in effect for the Board members
(directors) and other officers during and for the same tail period, in no
event less than three years.
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End of
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