EXHIBIT 10.72
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDED AND RESTATED AGREEMENT dated as of September 7,
1999, between DATRON SYSTEMS INCORPORATED ("Company") and Xxxxx
X. Derby ("Employee").
1. Duties.
Employee is hereby employed by Company in the position
of Chairman of the Board, President and Chief Executive Officer
for the term set forth in Section 5. Employee shall work at
Company's place of business at 0000 Xxxxxxxxxx Xxxxx, Xxxxx,
Xxxxxxxxxx 00000, or at such other place as Company may from time
to time designate. Employee shall perform such duties as
designated by Company.
2. Devotion by Employee of Full Time to Business.
During the term of this Agreement, Employee shall
devote his entire productive time, ability and attention to the
business of Company.
3. Compensation.
(a) During the term of this Agreement, Company shall
pay Employee a salary at the annual rate then in effect in equal
installments on a weekly basis; provided, however, that the
annual rate will not be less than $275,000.
(b) In the event of the termination of this Agreement
by the Company or Employee pursuant to subparagraph (d) of
Section 5 or by the Company for any reason other than pursuant to
subparagraphs (b) or (c) of Section 5, Employee shall be entitled
to receive severance compensation in a lump sum equal to three
times the amount of his base annual compensation then in effect.
4. Vacation, Holidays, Insurance and Fringe Benefits.
Employee shall be entitled vacation, holidays,
insurance and other fringe benefits as may be permitted other
employees in similar positions under policies to be established
by the Board of Directors, all without reduction in compensation.
5. Termination.
(a) This Agreement shall expire on April 30, 2002, and
shall be continuous thereafter unless written notice to terminate
the Agreement not less than two years from its next anniversary
date is given by Company or the Employee, or unless sooner
terminated in accordance with the provisions of this Section 5.
(b) The Company may terminate this Agreement at any
time without notice in the event Employee commits any material
act of dishonesty in connection with his employment.
(c) If Employee dies or becomes permanently disabled
because of sickness, physical or mental disability or any other
reason so that it reasonably appears that he will be unable to
perform his duties under this Agreement, Company shall have the
option to terminate this Agreement by giving 30-days' prior
written notice of termination.
` (d) If there is a Change of Control in the Company,
either the Company or the Employee may terminate this Agreement
upon 30-days' prior written notice to the other in which event
Employee shall be entitled to severance compensation as provided
in Section 3. "Change of Control" shall mean (i) the occurrence
of a transaction or series of related transactions whereby the
stockholders of the Company preceding the transaction or the
first of a series of related transactions hold fewer than 50% of
the voting power of the Company after the transaction or the last
of a series of related transactions or (ii) when during a year
subsequent to an annual meeting of stockholders the members of
the board of directors of the Company elected at such annual
meeting cease to constitute a majority of the members of the
board of directors then in office.
(e) Any termination by Company pursuant to this
Agreement shall be without prejudice to any right or remedy to
which Company may be entitled either at law or in equity.
6. Confidential Information.
Employee agrees not to make any unauthorized use or
disclosure prior to, during, or subsequent to his employment of
any trade secrets of Company or any confidential information
relating to the business of Company.
7. Survivorship of Benefits.
This Agreement shall be binding on and inure to the
benefit of the respective parties hereto and their executors,
administrators, heirs, personal representatives, successors and
assigns.
8. Assignment by Company.
Company may assign any of its rights, duties or
obligations under this Agreement, including the right to
Employee's services, to any affiliate, subsidiary or successor
entity, provided that such entity assumes in writing Company's
duties and obligations hereunder. Any such assignment and
assumption shall relieve Company of all further obligations under
this Agreement. Employee has the right to terminate this
Agreement in the event any successor entity is not acceptable to
Employee.
9. Prior Contracts.
This Agreement supersedes any and all previous
employment contracts between the parties.
10. Interpretation.
This Agreement is to be interpreted in accordance with
the laws of the State of California.
EXECUTED as of the day and year first above written.
COMPANY: DATRON SYSTEMS INCORPORATED
By: /s/ XXXX XXXXXXXXX
Xxxx X. Xxxxxxxxx, Chairman
Compensation Committee
EMPLOYEE: By: /s/ XXXXX X. DERBY
Xxxxx X. Derby
