EMPLOYMENT AGREEMENT
AGREEMENT made June 1, 1999 (the "Effective Date") between ACRODYNE
INDUSTRIES, INC., a Pennsylvania corporation, having a principal place of
business at 000 Xxxxxxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxxxx 00000 (the
"Company") and XXXXXXX X. XXXXXXX, an individual residing at 0000 Xxxxxx Xxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Employee").
WHEREAS, the Company designs, manufactures and markets television
transmitters and translators and the Employee has experienced in the electronics
equipment industry; and
WHEREAS, the Company desires to employ the Employee as Vice President
Manufacturing and the Employee desires to accept such employment upon the terms,
and subject to the conditions, set forth herein.
NOW, THEREFORE, in consideration of the mutual premises and agreements set
forth herein, the Company and the Employee, each intending to be legally bound,
agree as follows:
1. Employment Term. Subject to earlier termination as provided in Section 5
hereof, the Company hereby employs the Employee for a term of two (2) years
commencing as of the Effective Date of this Agreement (the "Term"). This
Agreement may be renewed and or renegotiated for additional two (2) year terms
or more after the Term subject to the mutual approval of Employee and company
management. The Employee accepts such employment and agrees to render such
services faithfully and to the best of his ability for and in consideration of
the compensation and benefits to be received pursuant to this Agreement.
2. Responsibilities and Duties. During the Term, the Employee shall be
employed as Vice President Manufacturing of the Company with such
responsibilities and duties reasonably consistent therewith as are determined by
the Company's Chairman and President from time to time. During the Term the
Employee agrees to comply with the policies of the Company with respect to
potential conflicts of interest and business ethics as may be adopted by the
Board from time to time.
3. Extent of Service. The Employees shall devote this full business time,
attention and best efforts to the business of the Company, and, except as may be
specifically permitted in advance by the Company in writing shall not be engaged
in any other business activity during the Term Subject to the provisions of
Section 7 hereof, the foregoing shall not be construed as preventing the
Employee from making passive minority investments in other businesses or
enterprises; provided however that such investments will not require services on
the part of the Employee which would in any way or to any extent impair or
interfere with the performance of his duties under this Agreement.
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4. Compensation
(a) Salary. The Company shall pay the Employee an annual base salary of
125,000 ("Base Salary") during the Term (subject to normal withholdings and
deductions). The Base Salary set forth herein shall be payable in installments
in accordance with the payroll policies of the Company in effect from time to
time during the Term; The Base Salary may be increased from time to time by the
Company at its discretion.
(b) Stock Options. The Company hereby grants the Employee an option to
purchase up to 55,000 shares of the Company's common stock pursuant to the 1999
long term incentive plan The exercise price of these options to be determined by
Board of Directors at fair market value at time of grant and will vest one half
each on September 1, 1999 and June 1, 2000 assuming Employee remains employed
with Company on each date of vest.
(c) Benefits. The Company shall provide to the Employee during the
Term such comprehensive medical dental, disability, and other insurance
protection, 401 (k), pension, retirement, savings or other similar plans, paid
vacation and sick days and other benefits, if any, as are consistent with the
Company's general policy in effect from time to time for the senior executives
of the Company.
(d) Reimbursement of Expenses. The Company shall reimburse the
Employee for all reasonable, ordinary and necessary business expenses incurred
by him in the performance of his duties hereunder and the Employee shall account
to the Company therefor in the manner normally prescribed by the Company for
reimbursement of employee's expenses.
5. Termination.
(a) Death. If the Employee dies during the Term and while in the employ of
the Company, this Agreement shall automatically terminate and the Company shall
have no further obligation to the Employee or his estate, except that the
Company shall pay to the Employee's estate that portion of the Employee's Base
Salary accrued through the date of death of the Employee.
(b) Disability If during the Term, the Employee shall be prevented
from performing his duties hereunder by reason of disability for a period of not
less than 90 consecutive days, then the Company may terminate this Agreement
upon 10 days' prior written notice to the Employee. For purposes of this
Agreement, the Employee shall be deemed to have become disabled when the
Company, upon advice of a qualified physician, shall have determined that the
Employee has become physically or mentally incapable (excluding infrequent and
temporary absences due to ordinary illness) of performing his duties under this
Agreement. Employee agrees that he will submit to such an examination.
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in the event of a termination pursuant to this subparagraph(b), the Company
shall be relieved of all its obligations under this Agreement, except that the
Company shall pay to the Employee or his legal representative the Employee's the
Base Salary with full benefits for the next succeeding three (3) months. During
this three (3) month period said individual will be deemed an employee for
vesting purposes as well.
(c) For Cause Termination. Prior to the end of the Term, the Company, with
Cause (as hereinafter defined), but without need for prior written notice, may
terminate this Agreement without any further liability hereunder to the
Employee, other than to pay to the Employee the Employee's Base Salary accrued
to the date of discharge. All such payments to the Employee shall be made in the
same manner and at the same times as they would have been paid to the Employee
had he not been discharged. For purposes of this Agreement, the Company shall
have "Cause" to discharge the Employee or terminate the Employee's employment
hereunder upon: (i) the Employee's conviction of a crime involving moral
turpitude, including fraud, theft, or embezzlement: (ii) the Employee's willful
failure or refusal to follow the lawful policies or directives established by
the Company and given to the Employee in writing or to perform his duties; (iii)
any act or omission by the Employee tantamount to dishonesty, gross negligence
or other willful misconduct to the detriment of the Company or its affiliates;
or (iv) the Employee's willful failure to perform his duties which failure is
not remedied within thirty (30) days following written notice to the Employee,
(d) Termination Without Cause. The Company may terminate the
Employee's employment with the Company without cause at any time during the
first six months of employment upon ninety (90) days prior written notice.
Should the Employee be terminated after the initial six month period of
contract, the Employee will be entitled to receive a severance payment equal to
six months salary.
(e) Voluntary Termination The Employee may voluntarily terminate his
employment with the Company at any time during the Term upon ninety (90) days'
prior written notice, in which case this Agreement shall automatically terminate
and the Company shall have no further obligation to the Employee other than to
pay to the Employee that portion of the Employee's Base Salary through the date
on which the Employee resignation becomes effective,
6. Confidential Information . The Employee acknowledges that in the course
of his employment by the Company, he may receive or has received certain
information, including without limitation, technological information, customer
and client lists, and other business, product and financial information which is
confidential or which constitutes a trade secret relating to the Company or the
business conducted by the Company (the "Information"). The Employee agrees not
to reveal the Information to anyone outside the Company or its affiliates and
not to use the Information for any purpose other than the performance of his
duties under the Agreement. Upon termination of this Agreement, the Employee
shall surrender to the Company all papers, documents, writings and other
property produced by him or coming into his possession by or through his
employment
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concerning any Information and the Employee agrees that all such materials will
at all times, remain the property of the Company.
7. Restrictive Covenant. For the entire duration of the Term and any
Renewal Term, the Employee shall not, directly or indirectly, engage within any
market area served by the Company in a manner (including, without limitation, as
principal, agent, employee, consultant, or investor in a public company (other
than a passive investor with a less than 1% interest), trustee or through the
agency of any corporation, partnership, association of agent or agency) in any
business in competition with the business conducted by the Company or its
subsidiaries or affiliates (or its successors and assigns), including, without
limitation any business involving telecommunication transmittal equipment. For a
period of two years after the termination of employment, the Employee further
agrees that he shall not, either directly or indirectly, through any person,
firm, association or corporation with which the Employee is now or may hereafter
become associated, cause or induce any present or future employee of the Company
(or its successors and assigns) or any of its affiliates to leave the employ of
the Company (or its successors and assigns) or any such affliate for any such
affiliate for any reason. If at the time of enforcement of any provision of this
Agreement, a court shall hold that the duration, scope or area restriction of
any other provision hereof is unreasonable under circumstances now or then
existing, the parties hereto agree that the maximum duration, scope or area
reasonable under the circumstances shall be substituted for the stated duration,
scope or area.
8. Notices. All notices, request, consents and other communications under
this Agreement shall be in writing and shall be deemed to have been delivered on
(a) the date personally delivered, (b) five days following the date mailed,
postage prepaid, by certified mail, return receipt requested, or (c) five days
following the date telecopied and confirmed by mail if addressed to the
respective parties as follows:
If to the Employee: Xxxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
If to the Company: Acrodyne Industries, Inc.
000 Xxxxxxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxxxx 00000
Attn: Chairman of the Board of Directors
Either party hereto may designate a different address by providing written
notice of such new address to the Other party hereto
9. Specific Performance The Employee acknowledges that a remedy at law for
any breach or attempted breach of Section 6 or 7 of this Agreement will be
inadequate, and agrees that the Company shall be entitled to specific
performance and injunctive and other equitable relief in case of any such breach
or attempted breach.
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10. Severability If any provision or provision of this Agreement shall be
held to be invalid, illegal or otherwise unenforceable by a court of competent
jurisdiction for my, reason whatsoever
(a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held in-valid, illegal or unenforceable.
(b) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.
11. Assignment. This Agreement may not be assigned by either party hereto,
except that the Company shall have the right to assign this Agreement without
the consent of the Employee in connection with the sale of all Or substantially
all of the assets or equity of the Company. Neither the Employee nor his estate
shall have any right to commute, encumber or dispose of any right to receive
payments hereunder, it being agreed that such payments and the right thereto are
nonassignable and nontransferable.
12. Binding Effect. This Agreement shall be binding upon and insure to the
benefit of the parties hereto, the Employee's heirs and personal
representatives, and the successors and assigns of the Company.
13. Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both the parties
hereto. No waiver of any other provisions hereof (whether or not similar) shall
be binding unless executed in writing by both the parties hereto nor shall such
waiver constitute a continuing waiver.
14. Captions. The section and paragraph headings in this Agreement are for
reference purposes only and shall not effect in any way the meaning of
interpretation of this Agreement.
15, Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the Commonwealth of Pennsylvania
16. Counterparts. This Agreement may be executed in multiple original
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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17. Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the employment of Employee by the Company and
supersedes any and all prior understandings, agreements or correspondence
between the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written
ACRODYNE COMMUNICATION INC.
/s/ A. Xxxxxx Xxxxxxx
----------------------------
By: A. Xxxxxx Xxxxxxx, Chairman CEO
/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx
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