EXHIBIT 2.3
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated May 1, 1997 by and between Xxxxxx Xxxxxx,
residing at 00 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Employee"), and
Alarmguard, Inc., a Delaware corporation, with an office at Xxx Xxxxx Xxxx, Xxx
Xxx, Xxxxxxxxxxx 00000 (the "Company").
RECITALS
The Company is engaged in the conduct of a residential and commercial
security alarm business in, among other areas, the metro New York area and has
acquired through merger with Protective Alarms, Inc., a Connecticut corporation
("Protective"), of which the Employee was President and majority shareholder, a
national account business with monitored locations throughout the United States.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and for other valuable consideration, is mutually
covenanted and agreed as follows:
1. Employment. The Company shall employ the Employee and the Employee
shall serve the Company, initially as a Vice President of the Company and as
President of the Company's Protective Alarms Division (for so long, during the
term of the Employee's employment hereunder as the Company shall maintain such a
Division), and the Employee shall devote his full working time and his best
efforts to his services for the Company, and shall, under no circumstances, take
any action inimical to the best interests of the Company. Employer's duties
shall include, among other things, oversight over collections and cancellations
of the former customers of Protective.
2. Term of Employment. The term of the Employee's employment under this
Agreement shall commence on this date and, subject to the provisions for
termination provided herein, shall continue for a term of twelve months
thereafter.
3. Compensation. As full compensation for services rendered by the
Employee under this Agreement, he shall be entitled to receive a salary at the
annual rate of $289,000, in equal installments payable at least monthly and
otherwise in accordance with the normal payroll practices of the Company, in
effect from time to time.
4. Expenses; Benefits. (a) The Company shall reimburse the Employee for
all reasonable expenses (including attendance at alarm association meetings)
properly incurred by him in connection with the performance of his duties under
this Agreement, upon presentation of appropriate vouchers covering such
expenses, in each case in accordance with the Company's rules and regulations as
in effect from time to time.
(b) The Employee shall be entitled to three weeks paid vacation, holiday
and other similar benefits on the same basis as other management employees of
the Company as in effect from time to time.
(c) The Employee shall be eligible to participate, in accordance with
their terms, in all medical and health plans (which shall be fully paid for
Employee and Employee's dependents), life insurance and pension plans as are
maintained by the Company or its affiliates for other management employees
performing similar services; provided that the Company and its affiliates shall
at all times be free to terminate, modify or amend such plans. The foregoing
notwithstanding, the Employee shall not participate in or receive benefits under
any disability insurance plan in effect for senior management of the Company,
the parent corporation of the Company or affiliates of the Company or under any
stock option plan in effect for employees of the Company, the parent corporation
of the Company or affiliates of the Company.
(d) The Employee shall be entitled to receive a car allowance of $500 per
month, plus the cost of gasoline consumed.
5. Termination. (a) The Employee's employment under this Agreement shall
terminate on the expiration of the one year term referred to above or upon his
earlier death unless sooner terminated for cause (as defined below) or in
accordance with Section 5(b) hereof.
(b) If, as the result of any mental or physical disability by a physician
acceptable to the Company, the Employee shall fail or be unable to perform his
duties hereunder for a period of 90 days (whether or not consecutive) during any
12-month period of his employment under this Agreement, the Company may, by
notice to the Employee, terminate his employment under this Agreement as of the
date of such notice.
(c) Upon expiration of the term of this Agreement, the Employee shall
thereupon become an employee at will unless his employment shall have previously
terminated.
(d) For purposes of this Agreement "cause" shall mean breach of a
fiduciary duty owed to the Company, material breach of any written agreement
with the Company, conviction of a felony (which shall be deemed to include an
admission of guilt or a plea of no contest), gross negligence, willful
misconduct or conduct beyond the scope of the Employee's authority as an
employee of the Company, but shall not include matters relating solely to the
competence of the Employee in the performance of his duties as an employee.
6. Confidentiality. The Employee shall not, directly or indirectly, either
during the term of his employment under this Agreement or at any time
thereafter, disclose to anyone (except in the regular course of the Company's
business) any information with respect to any confidential or secret aspects of
the business or affairs of the Company or any of its affiliates. The Employee
acknowledges that the remedy at law for breach of any of his covenants under
this paragraph will be inadequate and, accordingly, in the event of any such
breach or threatened breach by him
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Company shall be entitled, in addition to all other remedies, to an injunction
restraining any such breach, without any bond or other security being required.
7. Noncompetition. As a condition to his employment hereunder, the
Employee agrees that (i) for a period of three years following the termination
of his employment with the Company for any reason (including termination after
becoming an employee at will) he will not become a partner, shareholder, owner,
principal, agent or employee of, or consultant to, any entity engaged in the
residential and/or commercial security alarm business or any business that
competes with such a business, in any county in the state of Connecticut or in
Westchester or Rockland Counties in the state of New York and (ii) for a period
of ten years following termination of his employment with the Company for any
reason, he will not, directly or indirectly, contact, solicit or otherwise seek
to do business in the residential or commercial security alarm business with, or
engage in any such business with, any clients or customers to whom the Company
has at any time during his employment by the Company (regardless whether under
this Agreement) rendered services or sold products. If Xxxxxxx X. XxxXxxxxxx is
no longer the Chairman (or comparable position) of the Company or of any parent
corporation of the Company, at any time after the expiration of six years
following termination of the Employee's employment with the Company, the
provisions of subpart (ii) shall no longer be binding on the Employee. For
purposes of subpart (ii) general advertising such as yellow page or media
advertising (but not including direct mail, telemarketing or other targeted
marketing efforts) shall not be considered solicitation, provided that the
prohibition on engaging in business with the clients or customers identified in
subpart (ii) shall remain in effect.
8. Miscellaneous. (a) Any notice or other communication under this
Agreement shall be in writing and shall be considered given when delivered
personally or mailed by registered mail, return receipt requested, to the
Employee and the Company and their respective addresses set forth above (or at
such other address as a party may specify by notice to the other).
(b) This Agreement may not be amended, except in writing signed by both of
the parties hereto.
(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and successors to the Company, but neither this Agreement nor any
rights hereunder may be assigned, pledged or encumbered by the Employee without
the prior written consent of the Company. This Agreement may be assigned by the
Company to any parent, subsidiary, affiliated or related entity or any entity
acquiring or succeeding to control of ownership of the Company or substantially
all of the assets thereof.
(d) This Agreement shall be governed by and construed in accordance with
the law of the State of Connecticut.
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In Witness Whereof, the parties have signed this Agreement as of the date
first written above.
The Company:
The Employee:
Alarmguard, Inc.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. XxxXxxxxxx
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Xxxxxx Xxxxxx Xxxxxxx X. XxxXxxxxxx
Chairman
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