Exhibit 2iI
Override Agreement / Early Retirement and Outside Interests
An Agreement made by and between Optelecom Inc., a Delaware Corporation
("Optelecom"), Paragon Audio Visual Limited, a United Kingdom company
("Paragon"), Xxxxx Xxxxx, Xxxx Xxxxx, Xxxxxx Xxxxx, and Xxxxxx Xxxxx
(collectively the "Browns") supplemental to an agreement between the said
parties and others of the same date relating to the sale of the shares and
assets of Paragon and other matters (the "Master Agreement") and the Employment
Agreement entered into under its terms by each of the Browns (the "Employment
Agreement").
1. Any one of the Browns, but no more than one, other than Xxxxx Xxxxx,
shall by agreement with the other Browns be entitled to serve not less than 90
days' written notice pursuant to or on the same terms as contained in clause 2
of the Employment Agreement expiring not earlier than 18 months from the closing
date to terminate his employment with Optelecom within the minimum term. In the
event of the exercise of the right so granted the following provisions shall
apply;
(i) the employment shall terminate at the expiry of the notice
on the terms of the Employment Agreement other than those relating to
termination by the company "by cause" or in a manner constituting "breach".
(ii) any such notice shall not constitute breach of the
Employment Agreement or other terms of the transactions referred to in the
Master Agreement; but such notice shall constitute an election by the Xxxxx
giving the notice to terminate the Employment Agreement for purposes of
Attachment A to Appendix A to the Employment Agreement.
(iii) if the Executive Bonus Plan provisions of the Employment
Agreement shall be withdrawn from the Xxxxx departing in consequence of
termination of employment pursuant to any such notice, the entitlement of the
other Browns under the Executive Bonus Plan shall be increased in equal shares
to absorb the amount otherwise payable to the employee giving such notice.
2. The provisions for "Adjustment in Consideration" at clause 5.06 of
the Master Agreement shall not apply to any Xxxxx who may serve notice pursuant
to Clause 1 of this Agreement, but in the event of such notice being served, the
base figure of $406,250 for calculating the Adjustment in Consideration for the
other Browns under clause 5.06 of the Master Agreement will thereafter be
$541,667.
3. It is recognized and understood that the Browns have with the
knowledge and consent of Optelecom certain shareholdings and nonexecutive
directorships in the companies indicated in the schedule attached as attributed
to them in that schedule. It is hereby confirmed that:
(i) no objection or action shall be raised or initiated under
the terms of the Employment Agreement or Master Agreement or any other
obligations of the Browns to Optelecom in respect of such interests and
activities or the use of the word Paragon in the names and businesses of those
companies or the inclusion of products or services competitive to those of
Optelecom or Optelecom group companies as an incidental part of contracts
undertaken by them.
(ii) in particular the Browns and each of them shall be
permitted to give casual time and attention to the overseeing of such interests
without being in breach of the Employment Agreement or Master Agreement or any
other obligations of the Browns to Optelecom and shall not be under obligation
to pass to Optelecom any Proprietary Property (as referred to in the Employment
Agreement), Customer Information or other commercially valuable information
acquired or utilized in the business of those companies.
(iii) the noncompetition and nonsolicitation provisions of the
Employment Agreement, the Master Agreement and any other obligations of the
Browns to Optelecom shall not be exercisable by Optelecom in respect of any
person or organization now or in the future giving to those companies business
of the kind they currently conduct.
4. For the avoidance of doubt the provisions of this agreement (to the
extent stated and no further) override or vary the terms of the Master Agreement
and all other agreements referred to by it, including any provision purporting
to establish that such documents constitute the whole agreement between the
parties.
5. A draft of this agreement has been exhibited to the Disclosure
Letter for the sale of the Paragon business and the extent of the seller's
warranties will be limited by the exclusion of all matters referred to by it.
6. This Agreement shall continue until such time as it may be
terminated or amended by agreement between the parties in which event the
override on the provisions referred to shall cease or be varied and the
overridden provisions shall resume effect to the extent so agreed.
IN WITNESS WHEREOF the parties have duly executed this Agreement this
12th day of December, 1997.
OPTELECOM, INC.
By /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
President
PARAGON AUDIO VISUAL LIMITED
By /s/ Xxxxx X. Xxxxx
--------------------------
Xxxxx X. Xxxxx
Chairman
/s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
/s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
PARAGON AUDIO VISUAL LIMITED (PAV)
Businesses in which the shareholders have interests not included in
sale and in respect of which they will require exemption in employment
agreements to manage businesses on a nonexecutive basis:
1. Paragon Security and Communications Limited.
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100% Shareholding allotted as for PAV
Directors: Andrew, Darren, Xxxxx and Xxxx Xxxxx.
2. Paragon Advanced Cabling & Communications Limited.
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81% Shareholding allotted as for PAV
Directors: Xxxxxx and Xxxx Xxxxx.
(Note: company name in course of being changed to the above from Active
Communication Company Limited, and full share allotment as above not yet
completed, following the purchase of Xx. X. Xxxxxxx' shares by the other
shareholders)
3. Adwood Research and Development Limited.
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81% Shareholding allotted as for PAV
Directors: Andrew, Darren, Xxxxx and Xxxx Xxxxx and Xxxxx Xxxxxx.
(Note: Share allotments not yet completed)
