EMPLOYMENT AGREEMENT
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SBS TECHNOLOGIES, INC. ("Company") and Xxxxxxx X. Xxxxxx ("Employee")
agree:
1. EMPLOYMENT. Company employs Employee for the period beginning on
the date of this Employment Agreement, and ending upon the resignation or
discharge of Employee (the "Employment Period"). During the Employment
Period, Employee will serve in the capacities of President and Chief
Operating Officer, or such other capacity mutually agreeable between the
Company and Employee. Employee will devote sufficient time and energies to
the business of Company to accomplish the duties assigned and described in
the attached Job Description, and will perform to the best of Employee's
ability all duties assigned to Employee by Company and will devote Employee's
best efforts to advance the interests of Company. Employee will have the
power and authority determined by Company for the position.
2. COMPENSATION. For all services performed by Employee for Company
during the Employment Period, Company will pay Employee the salary set forth
on Schedule "A". Employee will be entitled to participate in employee
benefit plans established by Company, and as listed on Schedule "A".
Vacation in amounts designated by Company will be taken at the times mutually
agreeable between Company and Employee. During that vacation, Employee will
receive Employee's usual compensation.
3. REIMBURSEMENT OF EXPENSES. Company recognizes that Employee, in
performing Employee's duties hereunder, may be required to spend sums of
money in connection with those duties for the benefit of Company. Employee
will present to
EMPLOYMENT AGREEMENT - PAGE 1
Company an itemized voucher listing expenses paid by Employee in the
performance of Employee's duties on behalf of Company, and on presentation of
such itemized voucher Company will reimburse Employee for all reasonable
expenses itemized thereon, including, but not limited to, travel, meals,
lodging, entertainment, and promotion. Employee may receive advances from
Company for anticipated expenses. Employee agrees that the amount by which
an advance exceeds actual expenses ("Amount") will be promptly refunded to
Company upon determination by Company that is due, that the Amount may be
deducted from any payments of any nature, (including without limitation
salary) owed by Company to Employee, and that the Amount will constitute a
debt from Employee to Company, enforceable by Company in all respects as if
Employee had executed a promissory note or other instrument acknowledging the
debt.
4. SICK LEAVE AND DISABILITY. Employee will be entitled to sick leave
for the number of days determined by Company ("Sick Leave"). Employee will
be considered to be disabled during any period in excess of Sick Leave during
which Employee is unable to work because of illness or incapacity
("Disability Period"). Employee will be entitled to receive Employee's full
salary during Sick Leave and will be deemed to be on leave, without pay,
during the Disability Period. If the Sick Leave plus Disability Period
exceeds the initial eligibility or waiting period between the time of
disability and the date disability benefits commence as provided in any
disability insurance policy provided by the Company for the benefit of
Employee, or, if there is no such policy, 90 days, Employee will be
considered to have resigned as of the end of the waiting period or 90 days,
as the case may be, and will receive no further compensation. In no event
will Employee be entitled to payment or other compensation for unused
EMPLOYMENT AGREEMENT - PAGE 2
Sick Leave or Disability Period, unless required by law or otherwise provided
in a policy or employment manual adopted by the Board of Directors of Company.
5. RESTRICTIONS. Employee may not during the Employment Period, and for
a period of one year following the termination of the Employment Period,
anywhere in the United States, directly or indirectly, own, manage, operate,
invest in, control, be employed by, participate in, be a financial sponsor of,
or be connected in any manner with, the ownership, management, operation or
control of any business operating in a manner similar to that of Company, which
competes with a business conducted by Company at any time during the Employment
Period or a business which Employee knows, during the Employment Period, that
Company intends to conduct.
6. RESIGNATION AND DISCHARGE. Employee may resign by giving two weeks'
written notice to Company before resigning. Employee's death will constitute
a resignation. Company may discharge Employee for cause or without cause
upon two weeks' notice. If Employee is terminated without cause, Employee
will receive six months severance benefit, determined on Employee's base
salary at the time of discharge, payable in six equal monthly installments
beginning the first day of the month following Employee's termination.
Employee will also receive the benefits set forth on Schedule A during the
time these installment payments are made. If the Employment Period is
terminated by resignation or discharge for cause, Employee will be paid
Employee's salary on a pro rata basis through the effective date of
resignation or discharge ("Effective Date"), and if requested by Company,
Employee will continue to render Employee's services through the Effective
Date. If employee refuses, upon Company's request, or fails, to render
services competently and in good faith to the Company's benefit through the
Effective Date, Company may deem the Effective Date
EMPLOYMENT AGREEMENT - PAGE 3
to be the date of refusal or failure, as the case may be. If during the
Employment Period, Employee violates any provision or restriction or fails to
perform any obligation contained in this Employment Agreement or in any
Company policy or Company employment manual or practice, or, unless otherwise
provided by Company policy or Company employment manual, (a) is reasonably
believed by Company (i) to have failed to comply with any employment or
nondiscrimination or similar law, regulation or policy, (ii) to abuse, as
determined by the Company, alcohol or to use drugs, (other than as prescribed
by Employee's physician), or (b) refuses to submit to testing for alcohol or
drugs, or (c) is reasonably believed by Company to have committed or is
charged with any felony or a misdemeanor during employment (except minor
traffic violations and similar offenses), Company may immediately discharge
Employee without liability for salary after the date of the discharge and
without any other liability to Employee. Except as provided in this
Employment Agreement, in no event will Employee be entitled, up resignation
or discharge with or without cause, to payment for sick leave or similar
benefits of any kind unless required by law or otherwise provided in a policy
or employment manual adopted by the Board of Directors of Company.
7. CONFIDENTIAL INFORMATION. Employee acknowledges and recognizes that
Employee is, or will be, employed by Company in a confidential relationship
and may receive and have access to the confidential business information,
customer names, contracts and other customer data, business methods,
techniques and trade secrets of Company ("Confidential Information").
Employee may develop ideas, conceptions, inventions, processes, methods,
products and improvements; and Employee may receive disclosures of ideas,
conceptions, inventions, processes, methods, products and improvements made
by other employees of Company ("Company Inventions").
EMPLOYMENT AGREEMENT - PAGE 4
Employee may participate with Company in improving and developing
Confidential Information and Company Inventions. Confidential Information
and Company Inventions developed on behalf of Company are neither commonly
known nor readily accessible to others and are used by Company in its
business to obtain a competitive advantage over Company's competitors who do
not know or use the Confidential Information or Company Inventions.
Protection of the Confidential Information and Company Inventions against
unauthorized disclosure and use is of critical importance to Company in
maintaining its competitive position. Employee agrees that Employee will
assign to Company Inventions developed on Company time and that Company is
the owner of those Company Inventions. Employee agrees that Employee will
not, at any time, during or after the Employment Period, make any independent
use of, or disclosure to any other person or organization, except as
authorized by Company in writing, any Confidential Information or Company
Inventions. Upon termination of the Employment Period for any reason,
Employee shall promptly deliver to Company all drawings, manuals, letters,
notes, notebooks, reports, customer lists, customer data, mailing lists, and
all other materials and records of any kind, and all copies thereof, that may
be in the possession of, or under the control of, Employee pertaining to
Company's business including any that contain any Confidential Information or
Company Inventions.
8. PERSONNEL POLICIES. Company's personnel policies apply to all of
Company's employees, including Employee, and describe additional terms and
conditions of employment of Employee. Those terms and conditions, as they may
be revised from time to time by Company, are incorporated by reference into this
Employment Agreement. Company reserves the right to revise the personnel
policies
EMPLOYMENT AGREEMENT - PAGE 5
from time to time, as Company deems necessary. If any personnel policy
provision conflicts with a provision of this Employment Agreement, the terms
of this Employment Agreement shall govern.
9. ALCOHOL AND DRUG TESTING. Employee agrees to comply with and submit
to any Company program or policy for testing for alcohol abuse or use of
drugs.
10. BINDING EFFECT. This Employment Agreement constitutes the entire
understanding of the parties, may be modified only in writing, is governed by
laws of New Mexico, and will bind and inure to the benefit of Employee and
Employee's personal representative and Company and Company's successors and
assigns.
DATED: 5/13/97
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COMPANY:
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SBS TECHNOLOGIES, INC.
By: /s/ XXXXXXXXXXX X. XXXXXXX
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Xxxxxxxxxxx X. Xxxxxxx
President & Chief Executive Officer
EMPLOYEE:
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/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
EMPLOYMENT AGREEMENT - PAGE 6
SCHEDULE "A"
TO EMPLOYMENT AGREEMENT BETWEEN
SBS TECHNOLOGIES, INC. AND
XXXXXXX X. XXXXXX
"EMPLOYEE"
BASE SALARY: $200,000
POSITION: President & Chief Operating Officer
STANDARD EMPLOYEE BENEFITS: Medical insurance
Dental insurance
Life insurance
Long and short-term disability insurance
Twenty vacation days per year
Ten holidays per year
Optional: 401(k) Plan
Flexible Spending Account program
Supplemental life insurance
All as provided by the Company to employees generally, and subject to
modification from time to time by the Company.
ADDITIONAL BENEFITS: Incentive stock options for 150,000 shares of
Common Stock, as provided in the attached
agreement.
Participation equal to CEO in MIP - Profile for FY97
Employee immediately, SBS will provide 4 weeks personal time to transition out
of current situation
EMPLOYMENT AGREEMENT - PAGE 7
