EMPLOYMENT AGREEMENT
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AGREEMENT made as of this 16th day of April, 1997 by and
between BOONTON ELECTRONICS CORPORATION, a New Jersey corporation, having an
address at 00 Xxxxxxx'x Xxxx, Xxxxxxxxxx, Xxx Xxxxxx, (hereinafter referred to
as "Company"), and XXXX XXXXXXX, an individual having an address at c/o 00
Xxxxxxx'x Xxxx, Xxxxxxxxxx, Xxx Xxxxxx (hereinafter referred to as "Employee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Company desires to employ Employee and Employee
desires to be employed by the Company in accordance with the terms and
conditions provided herein.
NOW, THEREFORE, in consideration of the mutual covenants
herein after contained, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. EMPLOYMENT. Company agrees to employ Employee and Employee
agrees to serve Employer upon the terms and conditions hereinafter set forth.
2. TERM. Employee's employment hereunder shall be effective
and shall commence as of April 16, 1997 (the "Commencement Date") and shall
terminate on April 15, 1999 (the "Term").
3. COMPENSATION.
(a) SALARY. Company shall pay Employee for all services
rendered hereunder a salary at the rate of $140,000.00 per year payable in
accordance with the Company's regular payroll practice (the "Salary").
(b) BENEFITS. During the Term of this Agreement and in
addition to the Salary, Company shall provide to Employee the general benefits
provided to all employees of the Company.
(c) VACATION. Employee shall be entitled to four (4) weeks
vacation with pay per year and holidays in accordance with Company's policies in
effect from time to time.
(d) TAXES. Employee understands that any and all payments
provided in this Agreement shall be subject to such tax treatment as applies
thereto, and to such withholding, if any, as may be required under applicable
tax laws.
(e) AUTOMOBILE. The Company hereby agrees to provide
Employee with an automobile throughout the Term of this Agreement. All costs
associated with the insurance and maintenance of the automobile shall be borne
solely by the Company.
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4. DUTIES AND POSITION.
(a) Employee shall be employed as the President of the
Company and shall assume and perform all of the duties and responsibilities
customarily assigned to and performed by the President of a public company,
together with such additional duties and responsibilities as may be specifically
assigned to Employee by the Board of Directors of the Company.
(b) Employee shall devote his full time and undivided
attention to the affairs of the Company and will not at any time engage in any
other business activities which would interfere with the full performance of his
duties and responsibilities assigned hereunder.
5. TERMINATION.
(a) TERMINATION BY EMPLOYER FOR CAUSE. Company shall have
the right to terminate the employment of Employee under this Agreement without
prior notice to Employee, if Employee shall commit any material act of
malfeasance, disloyalty, dishonesty or breach of trust against Company or upon
Employee's conviction of, or plea of NOLO CONTENDRE to a felony. In the event
Employee's employment with Company shall terminate under the terms of this
Section 5(a), Company shall pay Employee any Salary due and owing Employee up to
and including the date of such termination and no further payments of any type
shall be payable to Employee.
(b) EMPLOYEEE'S DEATH OR DISABILITY. In the event of
the permanent disability or death of Employee during the Term hereof, Employee's
employment hereunder shall terminate and Company shall pay to Employee, or
Employee's estate, any Salary due and owing Employee up to and including the
date of such termination and no further payments of any type shall be payable to
Employee.
6. TRADE SECRET/CONFIDENTIAL INFORMATION.
(a) Employee recognizes and acknowledges that during the
course of his employment with Company he will have access to certain information
of the Company, which information shall be confidential in nature and/or
constitute trade secrets of the Company, and is therefore valuable, special and
unique property of the Company (hereafter "Confidential Information"). Such
Confidential Information shall include, without limitation, knowledge of
processes, plan, devices, customer lists, pricing, marketing plans and strategy,
research projects, business opportunities and similar such information.
(b) Except as may be required for use by Employee in the
regular course of business of the Company, Employee will not at any time, during
or after termination of his employment with the
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Company, use such Confidential Information or disclose any such Confidential
Information to any person or firm, corporation, association or other entity for
any reason or purpose whatsoever. In the event of a breach or what appears to
the Company to be a threatened reach by Employee of the provisions of this
paragraph, Company shall be entitled to appropriate injunctive relief,
restraining employee from using or disclosing, in whole or in part, such
Confidential Information. Nothing contained herein shall be construed as
prohibiting the Company from pursing any other remedies available to it in the
event of such breach or perceived breach, including the recovery of damages from
Employee.
7. SURVIVAL OF PROVISIONS. The provisions of Section 6 hereof
shall survive the termination or expiration of this Agreement, irrespective of
the reason therefor.
8. WAIVER. The failure of any party to insist upon strict
adherence to any term of the Agreement on any occasion shall not be considered
a waiver thereof or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any waiver of
any breach of any provision of this Agreement shall not constitute a waiver of
any other breach of such provision or any provision hereof.
9. NOTICES. Any Notice or other communication under this
Agreement shall be in writing and shall be deemed duly given if delivered
personally or if mailed by Certified Mail (Return Receipt Requested), postage
prepaid, to the other party at the address indicated below (or at such other
address as shall be specified by Notice give pursuant hereto):
(a) To the Company:
Boonton Electronics Corporation
00 Xxxxxxx'x Xxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
Attn: Xxxx Xxxxxxxxx, Vice President - Finance
with a copy to:
--------------
Xxxxx, Xxxx & Xxxxx, P.C.
Courthouse Plaza
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx, Esq.
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(b) To the Employee:
Boonton Electronics Corporation
00 Xxxxxxx'x Xxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
10. ASSIGNMENT. This Agreement and any rights of the parties
hereunder may not be transferred or assigned by either party hereto.
11. SEVERABILITY. The invalidity or unenforceability of any
term or provision of the Agreement shall not affect the validity or
enforceability of the remaining terms or provisions hereof, which shall remain
in full force and effect.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire
Agreement between the parties as of the date hereof with respect to the
Employee's employment by the Company and may not be amended or terminated
orally. No modification hereof shall be valid unless in writing and signed on
behalf of the Company by an officer duly authorized by the Board of Directors,
and by the Employee.
13. GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the State of New Jersey applicable to
contracts made and to be performed therein.
14. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be considered an original by which taken
together shall constitute the same instrument.
15. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, representatives, successors and assigns.
16. HEADINGS. Headings in this Agreement are included solely
as a matter of convenience for reference and are not intended to be a part of
this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
WITNESS: BOONTON ELECTRONICS CORPORATION
/s/ XXXX X. XXXXXXXXX By: /s/ XXXXXX X. De Blis
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XXXX X. XXXXXXXXX September 5, 1997 XXXXXX X. DE BLIS
Director, Chairman of
Compensation & Benefits
Committee
WITNESS: EMPLOYEE:
/s/ XXXX X. XXXXXXXXX /s/ Xxxx Xxxxxxx
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XXXX X. XXXXXXXXX September 2, 1997 Xxxx Xxxxxxx
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