Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on July 2, 2007, by
and between Xxxx Xxxxxxxxxx, an individual ("Executive"), and CalAmp Corp.,
a Delaware corporation (the "Company").
RECITALS:
A. It is the desire of the Company to assure itself of the continued
services of the Executive by engaging the Executive to perform such
services under the terms hereof.
B. The Executive desires to commit himself to serve the Company on the
terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as
follows:
1. Employment by the Company and Term.
(a) Full Time and Best Efforts. Subject to the terms set forth herein,
the Company agrees to employ Executive as Vice President, Corporate
Development of the Company, and in such other executive capacities as may
be requested from time to time by the Board of Directors of the Company or
a duly authorized committee thereof, and Executive hereby accepts such
employment. Executive shall render such other services for the Company and
corporations controlled by, under common control with or controlling,
directly or indirectly, the Company, and to successor entities and
assignees of the Company ("Company's Affiliates") as the Company may from
time to time reasonably request and as shall be consistent with the duties
Executive is to perform for the Company and with Executive's experience.
During the term of his employment with the Company, Executive will devote
his full time and use his best efforts to advance the business and welfare
of the Company, and will not engage in any other employment or business
activities for any direct or indirect remuneration that would be directly
harmful or detrimental to, or that may compete with, the business and
affairs of the Company, or that would interfere with his duties hereunder.
(b) Duties. Executive shall serve in an executive capacity and shall
perform such duties as are customarily associated with his position,
consistent with the Bylaws of the Company and as reasonably required by the
Company's Board of Directors (the "Board") or by the Company's Chief
Executive Officer.
(c) Company Policies. The employment relationship between the parties
shall be governed by the general employment policies and practices of the
Company, including but not limited to those relating to protection of
confidential information and assignment of inventions, except that when the
terms of this Agreement differ from or are in conflict with the Company's
general employment policies or practices, this Agreement shall control.
(d) Term. The initial term of employment of Executive under this
Agreement shall begin as of date hereof for an initial term ending on May
30, 2008 (such period, the "Initial Term"), subject to the provisions for
termination set forth herein and renewal as provided in Section 1(e) below.
(e) Renewal. Unless either party shall have given the other notice that
this Agreement shall not be renewed at least thirty (30) days prior to the
end of the Initial Term, the term of this Agreement shall be automatically
extended for a period of one (1) year, such procedure to be followed in
each such successive year. Each extended term shall continue to be subject
to the provisions for termination set forth herein. Failure by the company
to renew the agreement shall constitute termination without cause or
disability and the Executive shall be eligible for severance in accordance
with section 6 (d) and (f) or if applicable 6 (e) and 6 (f).
2. Compensation and Benefits.
(a) Salary. Executive shall receive for services to be rendered
hereunder a salary at the rate of Sixteen Thousand Six Hundred Sixty-Six
Dollars and Sixty-Seven Cents ($16,666.67) per month payable at least as
frequently as monthly and subject to payroll deductions as may be necessary
or customary in respect of the Company's salaried employees (the "Base
Salary"). The Base Salary will be reviewed by and shall be subject to
adjustment at the sole discretion of the Board of Directors of the Company
each year during the term of this Agreement.
(b) Participation in Benefit Plans. During the term hereof, Executive
shall be entitled to participate in any group insurance, hospitalization,
medical, dental, health, accident, disability or similar plan or program of
the Company now existing or established hereafter to the extent that he is
eligible under the general provisions thereof. The Company may, in its
sole discretion and from time to time, amend, eliminate or establish
additional benefit programs as it deems appropriate. Executive shall also
participate in all standard fringe benefits offered by the Company to any
of its Executive Officers.
(c) Vacation. Executive shall be entitled to a period of annual vacation
time in accordance with the Company's vacation policy, to accrue pro rata
during the course of each such twelve-month period. The days selected for
Executive's vacation must be mutually and reasonably agreeable to Company
and Executive.
3. Bonuses.
The Executive shall be eligible to participate in the Company's
employee bonus program in accordance with the terms of such program (as it
may exist from time to time) and in the discretion of the committee
administering such program.
4. Stock Awards.
The Executive shall be eligible to participate in the Company's employee
stock award plans and shall be eligible for award of stock options or other
stock incentive awards in accordance with the terms of the Company's stock
award plans and in the discretion of the Committee of the Board
administering such plans.
5. Reasonable Business Expenses and Support.
Executive shall be reimbursed for documented and reasonable business
expenses in connection with the performance of his duties hereunder.
Executive shall be furnished reasonable office space, assistance and
facilities.
6. Termination of Employment.
The date, on which Executive's employment by the Company ceases, under any
of the following circumstances, shall be defined herein as the "Termination
Date."
(a) Termination Upon Death. If Executive dies prior to the expiration of
the term of this Agreement, the Company shall (i) continue coverage of
Executive's dependents (if any) under all benefit plans or programs of the
type listed above in paragraph 2(b) herein for a period of six (6) months,
and (ii) pay to Executive's estate the accrued portion of any salary and
vacation earned as of the Termination Date, less standard withholdings for
tax and social security purposes.
(b) Termination Upon Disability. The Company may terminate Executive's
employment in the event Executive suffers a disability that renders
Executive unable to perform the essential functions of his position, even
with reasonable accommodation, as determined by competent medical
authority. After the Termination Date, which in this event shall be the
date upon which notice of termination is given, no further compensation
will be payable under this Agreement except that Executive shall be paid
the accrued portion of any salary and vacation earned as of the Termination
Date, less standard withholdings for tax and social security purposes.
(c) Termination for Cause.
(i) Termination; Payment of Accrued Salary and Vacation. The Board may
terminate Executive's employment with the Company at any time for Cause,
immediately upon notice to Executive of the circumstances leading to such
termination for Cause. In the event that Executive's employment is
terminated for Cause, Executive shall receive payment for all accrued
salary and vacation earned through the Termination Date, which in this
event shall be the date upon which notice of termination is given. The
Company shall have no further obligation to pay severance of any kind
whether under this Agreement or otherwise nor to make any payment in lieu
of giving notice of such termination.
(ii) Definition of Cause. "Cause" means the occurrence or existence of
any of the following with respect to Executive, as determined by a majority
of the directors of the Board: (a) unsatisfactory performance of
Executive's duties or responsibilities, provided that the Company has given
Executive written notice specifying the unsatisfactory performance of his
duties and responsibilities and afforded the Executive reasonable
opportunity for cure, all as determined by a majority of the directors of
the Board; (b) a material breach by Executive of any of his material
obligations hereunder that the Company has given Executive written notice
thereof; (c) willful failure to follow any lawful directive of the Company
consistent with the Executive's position and duties, after written notice
and reasonable opportunity to cure, all as determined by the Board; (d) a
material breach by the Executive of his duty not to engage in any
transaction that represents, directly or indirectly, self-dealing with the
Company or any of its Affiliates which has not been approved by a majority
of the disinterested directors of the Board or of the terms of his
employment; (e) commission of any willful or intentional act which could
reasonably be expected to injure materially the property, reputation,
business or business relationships of the Company or its customers; or (f)
the conviction or the plea of nolo contendere or the equivalent in respect
of a felony involving moral turpitude.
(d) Termination Without Cause or Disability. The Company may terminate
Executive's employment at any time for other than Cause or disability, by
providing written notice to the Executive. In such event (unless such
termination would be covered by Section 6(e) below), the Company shall pay
Executive as severance (i) an amount equal to 12 months of his then Base
Salary, less standard withholdings for tax and social security purposes,
payable over such 12 month term in monthly pro rata payments commencing as
of the Termination Date and (ii) the accrued portion of any vacation
earned, less standard withholdings for tax and social security purposes.
Notwithstanding the foregoing, the Company shall not be obligated to pay
any termination payments under this Section 6(d) above if Executive
breaches the provisions of Sections 7, 8 or 9 below.
(e) Termination following a Change of Control. If, within the 12-month
period following a Change of Control (as defined below), the Company
terminates the Executive's employment for other than Cause or disability or
the Executive terminates his employment for Good Reason (as defined below),
then the termination payments provided for under Section 6(d) shall extend
for a period of 12 months. In order to terminate his employment for Good
Reason the Executive must give the Company notice of termination within
sixty (60) days of the occurrence of one of the events included in the
definition of Good Reason. In all other respects Section 6(d) shall remain
applicable. The following definitions shall apply:
(i) "Change of Control" shall mean the consummation of the first to occur
of (i) the sale, lease or other transfer of all or substantially all of the
assets of the Company to any person or group (as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); (ii)
the adoption by the stockholders of the Company of a plan relating to the
liquidation or dissolution of the Company; (iii) the merger or
consolidation of the Company with or into another entity or the merger of
another entity into the Company or any subsidiary thereof with the effect
that immediately after such transaction the stockholders of the Company
immediately prior to such transaction (or their Related parties) hold less
than 50% of the total voting power of all securities generally entitled to
vote in the election of directors, managers or trustees of the entity
surviving such merger of consolidation; or (iv) the acquisition by any
person or group of more than 50% of the voting power of all securities of
the Company generally entitled to vote in the election of directors of the
Company.
(ii) "Good Reason" shall mean the occurrence of any one or more of the
following without the Executive's express written consent: (1) the
assignment of the Executive to duties materially inconsistent with the
Executive's authority, duties, responsibilities and status (including
offices, titles and reporting requirements) as an officer of the Company or
a material reduction in or alteration to the nature or status of the
Executive's authority, duties or responsibilities, in each case from those
in effect at the date of the occurrence of the Change of Control; (2) the
Company requiring the Executive to be based at a location which is more
than fifty (50) miles further from the Executive's then current primary
residence than such residence is from the Company location at which the
Executive is then working; or (3) a reduction in the Executive's base
salary.
(f) Benefits Upon Termination. All benefits provided under paragraph
2(b) hereof shall be extended, at Executive's election and cost, to the
extent permitted by the Company's insurance policies and benefit plans, for
12 months after Executive's Termination Date, except (a) as required by law
(e.g., COBRA health insurance continuation election) or (b) in the event of
a termination described in paragraph 6(a).
(g) Termination by Executive. Executive shall have the right, at his
election, to terminate his employment with the Company upon two months
advance written notice to the Company to that effect; provided, however,
that the Company may in its discretion waive the advance notice period.
(h) Reduction in Payments. Notwithstanding anything contained in this
Agreement to the contrary, in the event that the payments to the Executive
under this Section 6, either alone or together with other payments the
Executive has a right to receive from the Company, would not be deductible
(in whole or in part) by the Company as a result of such payments
constituting a "parachute payment" (as defined in Section 280G of the
Internal Revenue Code, as amended (the "Code")), such payments shall be
reduced to the largest amount as will result in no portion of the payments
under this Section 6 not being fully deductible by the Company as the
result of Section 280G of the Code. The determination of any reduction in
the payments under this Section 6 pursuant to the foregoing sentence shall
be made exclusively by the firm of independent public accountants serving
as the Company's principal auditors immediately prior to the Termination
Date (whose fees and expenses shall be borne by the Company), and such
determination shall be conclusive and binding on the Company and the
Executive.
7. Proprietary Information Obligations.
During the term of employment under this Agreement, Executive will
have access to and become acquainted with the Company's and the Company's
Affiliates' confidential and proprietary information, including, but not
limited to, information or plans regarding the Company's and the Company's
Affiliates' customer relationships, personnel, or sales, marketing, and
financial operations and methods; trade secrets; formulas; devices; secret
inventions; processes; and other compilations of information, records, and
specifications (collectively "Proprietary Information"). Executive shall
not disclose any of the Company's or the Company's Affiliates' Proprietary
Information directly or indirectly, or use it in any way, either during the
term of this Agreement or at any time thereafter, except as required in the
course of his employment for the Company or as authorized in writing by the
Company. All files, records, documents, computer-recorded information,
drawings, specifications, equipment and similar items relating to the
business of the Company or the Company's Affiliates, whether prepared by
Executive or otherwise coming into his possession, shall remain the
exclusive property of the Company or the Company's Affiliates, as the case
may be, and shall not be removed from the premises of the Company under any
circumstances whatsoever without the prior written consent of the Company,
except when (and only for the period) necessary to carry out Executive's
duties hereunder, and if removed shall be immediately returned to the
Company upon any termination of his employment; provided, however, that
Executive may retain copies of documents reasonably related to his interest
as a shareholder and any documents that were personally owned, which copies
and the information contained therein Executive agrees not to use for any
business purpose. Notwithstanding the foregoing, Proprietary Information
shall not include (i) information which is or becomes generally public
knowledge except through disclosure by the Executive in violation of this
Agreement and (ii) information that may be required to be disclosed by
applicable law.
8. Noninterference.
While employed by the Company and for a period of two (2) years after
termination of this Agreement, Executive agrees not to interfere with the
business of the Company or any Company Affiliate by directly or indirectly
soliciting, attempting to solicit, inducing, or otherwise causing any
employee of the Company or any Company Affiliate to terminate his or her
employment in order to become an employee, consultant or independent
contractor to or for any other employer.
9. Miscellaneous.
(a) Notices. Any notices provided hereunder must be in writing and shall
be deemed effective upon the earlier of two days following personal
delivery (including personal delivery by telecopy or telex), or the fourth
day after mailing by first class mail to the recipient at the address
indicated below:
To the Company:
CalAmp Corp.
0000 X. Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxx, President
Telecopier: (000) 000-0000
To Executive:
Xxxx Xxxxxxxxxx
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Telecopier No:
or to such other address or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.
(b) Severability. Any provision of this Agreement which is deemed
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction and subject to this paragraph be ineffective to the extent of
such invalidity, illegality or unenforceability, without affecting in any
way the remaining provisions hereof in such jurisdiction or rendering that
or any other provisions of this Agreement invalid, illegal, or
unenforceable in any other jurisdiction. If any covenant should be deemed
invalid, illegal or unenforceable because its scope is considered
excessive, such covenant shall be modified so that the scope of the
covenant is reduced only to the minimum extent necessary to render the
modified covenant valid, legal and enforceable.
(c) Entire Agreement. This document constitutes the final, complete, and
exclusive embodiment of the entire agreement and understanding between the
parties related to the subject matter hereof and supersedes and preempts
any prior or contemporaneous understandings, agreements, or representations
by or between the parties, written or oral.
(d) Counterparts. This Agreement may be executed on separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
agreement.
(e) Successors and Assigns. This Agreement is intended to bind and inure
to the benefit of and be enforceable by Executive and the Company, and
their respective successors and assigns, except that Executive may not
assign any of his duties hereunder and he may not assign any of his rights
hereunder without the prior written consent of the Company.
(f) Amendments. No amendments or other modifications to this Agreement
may be made except by a writing signed by both parties. No amendment or
waiver of this Agreement requires the consent of any individual,
partnership, corporation or other entity not a party to this Agreement.
Nothing in this Agreement, express or implied, is intended to confer upon
any third person any rights or remedies under or by reason of this
Agreement.
(g) Choice of Law. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the laws of the
State of Delaware without giving effect to principles of conflicts of law.
10. Attorney's Fees.
In the event of litigation arising under this Agreement or out of or
concerning the Executive's employment or termination by the Company, the
prevailing party shall, in addition to all costs of suit, be entitled to
recover his or her reasonable attorney's fees from the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date it is last executed below by either party.
EXECUTIVE
/s/ XXXX XXXXXXXXXX
CAL amp CORP.
By: /s/ XXXX XXXXX
Title: President and CEO
