Exhibit 10.45
EMPLOYMENT AGREEMENT
Employment Agreement made as of the 20th day of September 2002, by and between
Ultralife Batteries, Inc. (the "Company") and Xxxx X. Xxxxxxxxxxx (the
"Executive").
INTRODUCTION. The Company hired the Executive pursuant to a letter dated
June 14, 1999; attached hereto and made a part hereof. The Company and the
Executive wish to extend the terms and conditions of the Executive's employment.
1. EMPLOYMENT. The Company will employ the Executive as the President and
Chief Executive Officer of the Company, in charge of all corporate,
day-to-day and financial activities of the Company. The Executive will
report to the Company's Board of Directors.
2. COMPENSATION.
(a) Salary. The Executive will receive a salary of $300,000 per
annum. In no event will the executive's salary be less than $300,000
per annum during his employment except in that case where management
or senior management has imposed upon it a temporary salary cut. In
that contingency, Executive shall have the option to accept a
similar salary cut, at his own and sole discretion. However, by
accepting any temporary cut Executive does not waive any other
rights under this agreement.
(b) Other Benefits. The Executive will participate in all
perquisites afforded to its senior management personnel from time to
time, including participation in any bonus plans established for
management or senior management of the Company.
3. TERM.
(a) This agreement is for "at-will" employment. However, should
Executive be terminated by the Company, except for "cause", as
defined below, prior to July 1, 2003, Executive shall be entitled to
receive within 30 days following such termination $300,000, and that
portion of the option granted in the offer dated June 14, 1999 which
is scheduled to vest on the next July 12 will vest as of such
termination date. Executive shall have (1) year after employment
separation to exercise any vested but unexercised stock options. As
used herein, "cause" shall be limited to gross negligence, willful
misconduct or conviction of a felony.
(a) (b) On February 1, 2003, both the Company and the Executive
shall have the option of terminating this agreement effective June
30, 2003. Notice of intent to terminate shall be made in writing and
delivered to the other party by February 1. In the event neither
party opts to terminate, this agreement shall renew automatically
for another year, each year, and the parties shall continue to be
required to give notice of intent to terminate by February 1 of the
year in which the agreement is intended to be terminated effective
June 30.
4. MISCELLANEOUS. This Agreement is the entire agreement with respect to
the employment of the Executive by the Company and may be amended only by
a written agreement signed by both parties to this Agreement. This
Agreement shall be governed by the internal laws of the State of New York.
IN WITNESS WHEREOF, the parties have signed or caused this Agreement to be
signed as of the date first set forth above.
Ultralife Batteries, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
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