(EMPLOYMENT AGREEMENT)
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This AGREEMENT made this lst day of July, 1994, between SECURICOR
TELESCIENCES INC. (the "Company") and XXXXXX XXXXXX XXXXXXX (the "Employee").
WHEREAS, the Employee is desirous of obtaining the protections and
benefits contained in this Agreement, in return for which he agrees to the
restrictive covenants contained herein.
NOW, THEREFORE, in consideration of the facts, mutual promises, and
covenants contained herein, and intending to be legally bound hereby, the
Company and the Employee agree as follows:
1. Employment and Duties.
The Company hereby employs the Employee and the Employee hereby
accepts employment by the Company, to serve as President and Chief Executive
Officer reporting to the Chairman of the Company. In such capacity, the Employee
shall have such powers and shall perform duties and services consistent with
such capacity as may be assigned or delegated to him from time-to-time by the
President of the Company. The Employee shall devote his full business time and
attention to the business and affairs of the Company exclusively and will use
his best efforts to promote the interests of the Company.
2. Compensation and Benefits.
(a) The Company shall pay the Employee a base salary of $150,000 per
annum, payable in accordance with the regular payroll practices in effect from
time-to-time. This base salary will be reviewed annually, beginning on July 1,
1995.
(b) The Employee shall participate in any health insurance, life
insurance, accident or disability insurance, profit sharing, or retirement plans
or programs currently in effect or that may hereafter be established by the
Company, in accordance with and to the extent so provided by these plans or
programs, and to the extent that other senior management employees are eligible
to so participate. Nothing in this Agreement shall preclude the Company from
amending or terminating any such insurance, program, or plan on the condition
that such amendment or termination is applicable to the Company's senior
management employees generally.
(c) The Employee shall be entitled to paid vacation per year in
accordance with the Company's general policy for senior management employees.
3. Automobile Allowance.
The Employee shall receive an automobile allowance of $625 per
month.
4. Termination of Employment by the Company.
Notwithstanding any other provision of this
Agreement, Employee's employment and any and all of the Company's obligations or
liabilities under this Agreement shall be terminated immediately, in any of the
following circumstances:
(a) Death:
If the Employee dies, the further accrual of all payments and
benefits hereunder shall cease at the end of the month in which Employee's death
shall occur. All payments and benefits hereunder which have accrued prior to the
end of such month shall be promptly paid to the executor or administrator of
Employee's estate or pursuant to such other specific directions as Employee has
previously provided to the Company in writing.
(b) Discharge for Cause:
The Company may discharge the Employee at any time, for
"cause", which shall include but not be limited to criminal conduct (whether or
not related to the Employee's employment) other than minor traffic offenses; any
material breach by the Employee of this Agreement; gross negligence or
malfeasance by the Employee in the performance of his duties for the Company;
self-dealing; and/or any violation of any expressed direction or any reasonable
rule or regulation established by the Company from time-to-time regarding the
conduct of its business.
(c) Discharge for Other Reasons:
The Company may discharge the Employee at any time, for any or
no reason, by providing twelve (12) months'
prior written notice. At the Company's option, the Company may elect to sever
the employment relationship with the Employee at any time during this twelve
(12) month period, in which event the Employee shall be compensated for the
remainder of said twelve (12) month period.
5. Termination of Employment by the Employee.
This Agreement may be terminated by the Employee upon not less than six (6)
months written notice to the Company. Upon the effective date of such
voluntary termination, any and all of the Company's obligations under this
Agreement shall terminate.
6. Proprietary Rights, Confidentiality, Non-Competition, Inventions, etc.
As did its predecessor, TeleSciences, the Company designs and manufactures
various electronic equipment and systems (hereinafter referred to as
"Products"), and the Company is unique in that it possesses expertise and
"Know-How" in the design, manufacture, and sale of Products. As he did while
employed by TeleSciences, during the course of Employee's employment with the
Company he will have access to trade secrets, and proprietary and
confidential information pertaining to the Company and its Products, such as,
but not limited to, its short and long range business plans, its processes
and procedures, sales and distribution methods, suppliers and customer lists,
customer prospects, personnel records, research and development projects,
manufacturing processes, and "Know-How" (all the foregoing hereinafter referred
to as "Proprietary Information"). This Proprietary Information was designed and
developed by the Company, or TeleSciences, at great expense and over lengthy
periods of time, is unique, secret, and confidential, and constitutes the
exclusive property and trade secrets of the Company, and any use of such
property and trade secrets by the Employee, other than for the sole benefit of
the Company, would be wrongful and would cause irreparable injury to the
Company.
However, Proprietary Information shall not include information which
has become publicly known through no wrongful act of Employee, information which
has been rightfully received from a third party authorized to make such
information available without restriction, information which has been approved
for release by written authorization of the Company, and information which must
be disclosed pursuant to applicable law or in connection with the enforcement of
the Agreement.
(a) The Employee shall not, at any time, without the express written
consent of the Company, publish, disclose or divulge to any person, firm,
corporation, or use directly, indirectly or for his own benefit or the benefit
of any person, firm, or corporation other than the Company, any Proprietary
Information, property, trade secrets, or confidential information
of the Company, its subsidiaries, and its affiliates learned or obtained by the
Employee from the Company or TeleSciences, including, but not limited to, the
information and things set forth above. This obligation shall be continuing and
shall not end with the cessation of Employee's employment with the Company.
Employee further agrees that, immediately upon cessation of his employment with
the Company, whether voluntary or involuntary, he shall return to the Company
all property of the Company including, but not limited to, Proprietary
Information.
(b) The Employee shall not, during the course of his employment and
for twelve (12) months after:
(i) Directly or indirectly induce or attempt to influence any
employee of the Company to terminate his employment with the Company, who was
employed by the Company at the time of the termination of Employee's employment
or who terminated his employment for any reason during the six (6) months
preceding the termination of Employee's employment with the Company.
(ii) Engage in (as a principal, partner, director, officer,
agent, employee, consultant, independent contractor, or otherwise) or be
financially interested in, any business which is involved in business activities
which are the same as, similar to, or in competition with the Products.
However, nothing contained in this sub-paragraph shall prevent the Employee from
being the holder or beneficial owner for investment purposes only of any class
of equity securities of a company whose securities are traded on a national
securities exchange or NASDAQ if the Employee (together with his spouse,
children, siblings, and parents) neither holds, nor is beneficially interested
in, more than five percent (5 %) of any single class of the securities in that
Company.
(c) The Employee shall not, for six (6) months after the cessation
of his employment, whether voluntary or involuntary, without the prior written
approval of the Company, either solely or jointly with, or as manager or agent
for, any person, corporation, trust, joint venture, partnership, or other
business entity, directly or indirectly, solicit any customers or accounts that
were customers or accounts (or legal successors to customers or accounts) of the
Company during any period of time that the Employee was employed by the Company.
(d) The Employee shall fully and promptly disclose and assign to the
Company for its sole benefit, to be utilized in any manner it sees fit, and
without additional compensation, all ideas, discoveries, inventions and
improvements, patentable or not, and all writings (including the copyright)
which are made, conceived or reduced to practice by the Employee, alone or with
others, during or after working
hours, either on or off the job during the term of his employment, or within six
(6) months thereafter, which are related to the Products, or which results from
tasks assigned to the Employee by the Company. The Company may, but it shall not
be required to, obtain at its own expense and for its sole benefit, patents or
statutory copyright for any patentable idea or copyrightable writing referred to
above, and he shall co-operate with the Company in executing any documents
required in connection therewith.
(e) Except as delegated to do so by the President of the Company,
the Employee shall not make any statements to the media concerning the Company's
business.
(f) The Employee acknowledges that the restrictions contained in
this Paragraph 6, in view of the nature of the business in which the Company is
engaged, are reasonable and necessary to protect the legitimate interests of the
Company, and that any violation of those restrictions would result in
irreparable injury to the Company. The Employee therefore agrees that, in the
event of his violation of any of those restrictions, the Company shall be
entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief against the Employee, in addition to damages from
the Employee and an equitable accounting of all Commissions, earnings, profits,
and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which the Company may be entitled.
(g) The Employee agrees that if any or any portion of the foregoing
covenants or the application thereof, is construed to be invalid or
unenforceable, the remainder of such covenant or covenants or the application
thereof shall not be affected and the remaining covenant or covenants will then
be given full force and effect without regard to the invalid or unenforceable
portions. If any covenant is held to be unenforceable because of the area
covered, the duration thereof, or the scope thereof, the employee agrees that
the Court making such determination shall have the power to reduce the area
and/or the duration, and/or limit the scope thereof, and the covenant shall then
be enforceable in its reduced form.
7. Complete Understanding.
This Agreement constitutes the complete understanding between the
parties in respect to the subject matter hereof and supersedes all prior and
contemporary agreements and understandings, inducements or conditions, expressed
or implied, written or oral, between the Company and the Employee, and cannot be
changed or modified except by written agreement signed by the parties.
8. Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit of the
Company and its successors, and shall be binding upon the Employee, his heirs
and legal representatives.
9. No Assignment by the Employee.
This Agreement is personal to the Employee, and the Employee may not assign
or delegate any of his rights or obligations hereunder without first
obtaining the express written consent of the Company.
10. Waiver or Rights.
If in one or more instances either party fails to insist that the other party
perform any of the terms of this Agreement, such failure shall not be
construed as a waiver by such party of any past, present, or future right
granted under this Agreement; the obligations of both parties under this
Agreement shall continue in full force and effect.
11. Presumptions.
This Agreement shall be interpreted without regard to any presumption or rule
requiring construction against the party who caused this Agreement to be
drafted.
12. Governing Law. This Agreement and all questions relating to its
validity, interpretation, performance, and enforcement shall be governed by
and construed in accordance with the law of New Jersey.
IN WITNESS WHEREOF, the parties hereto intending to be legally
bound, have executed this Agreement as of the date first above written.
For Securicor TeleSciences, Inc.
/s/ Xxxxxx Xxxxxxx Feb 10 '95 /s/ X. Xxxxxx 14 Feb 1995
___________________ __________ __________________ ____________
Xxxxxx Xxxxxxx Date Date
