EXHIBIT 10.19
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of August 26, 1996 by and between
XXXXXXXXXX INDUSTRIES, INC., an Oregon corporation ("Xxxxxxxxxx") and XXXXXX X.
XXXXXXXXXX ("Versiackas").
RECITALS
X. Xxxxxxxxxx is an officer and shareholder of Trend Circuits, Inc., a
California corporation ("Trend"), and has expertise and experience in the
fabrication, assembly, and marketing of circuit boards and the business carried
on by Trend and has developed certain products, technologies, and strategies for
the benefit of Trend.
B. Pursuant to a Merger Agreement dated as of August 16, 1996, Xxxxxxxxxx
and Trend agreed to merge, with Xxxxxxxxxx as the surviving corporation (the
"Merger").
X. Xxxxxxxxxx wishes to continue the services of Versiackas, and Versiackas
is willing to serve Xxxxxxxxxx, on the terms and conditions set forth herein.
AGREEMENT
ARTICLE 1. EMPLOYMENT
1.1 Term. Xxxxxxxxxx agrees to employ Versiackas as Vice President of
Operations - Fremont, and Versiackas agrees to serve as Vice President of
Operations - Fremont, for a term of at least two years starting on the closing
date of the Merger and continuing thereafter unless terminated in accordance
with the termination provisions of Article 10.
1.2 Duties. Versiackas accepts employment with Xxxxxxxxxx on the terms and
conditions set forth in this Agreement, and agrees to devote his full time and
attention (reasonable periods of illness excepted) to the performance of his
duties under this Agreement. Versiackas shall perform the specific duties and
shall exercise the specific authority assigned to him from time to time by the
senior management of Xxxxxxxxxx, which shall be consistent with duties generally
assigned to senior executives of Xxxxxxxxxx. In performing his duties,
Versiackas shall be subject to the direction and control of the senior
management of Xxxxxxxxxx. Versiackas further agrees that in all aspects of his
employment, he shall comply with the reasonable instructions, policies, and
rules of Xxxxxxxxxx established from time to time, and shall perform his duties
faithfully, intelligently, to the best of his ability, and in the best interest
of Xxxxxxxxxx. Versiackas' devotion of reasonable periods of time to personal
purposes, outside business activities, or charitable activities shall not be
deemed a breach of this Agreement, if such purposes or activities do not violate
the
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Noncompetition Agreement between Xxxxxxxxxx and Versiackas of even date or
materially interfere with the services he is required to render to or on behalf
of Xxxxxxxxxx.
ARTICLE 2. COMPENSATION
2.1 Base Compensation; Bonus. In consideration of all services to be
rendered by Versiackas to Xxxxxxxxxx, Xxxxxxxxxx shall pay to Versiackas base
compensation of $130,000 per year, payable in accordance with the salary payment
policy of Xxxxxxxxxx. As further compensation, Xxxxxxxxxx shall pay a bonus to
Versiackas in accordance with Xxxxxxxxxx'x standard policies. If at the end of
each quarter during the first two years of this Agreement the total salary and
bonus paid to Versiackas by Xxxxxxxxxx is less than an annualized rate of
$165,000, Xxxxxxxxxx shall pay Versiackas an amount equal to the difference.
Xxxxxxxxxx may also pay Versiackas bonuses at such times and in such amounts as
the Board of Directors of Xxxxxxxxxx determines in its sole discretion;
provided, however, that after the second year, this Agreement shall not be
construed to require the Board of Directors of Xxxxxxxxxx to pay any bonus to
Versiackas.
2.2 Other Benefits. Base compensation and bonuses paid to Versiackas shall
be in addition to any contribution made by Xxxxxxxxxx for the benefit of
Versiackas to any qualified retirement plan maintained by Xxxxxxxxxx for the
benefit of its employees. Xxxxxxxxxx shall provide to Versiackas and Versiackas'
family the same benefits that Xxxxxxxxxx provides to other executive employees
and their families, subject to Versiackas' satisfaction of the eligibility
conditions for such benefits.
2.3 Stock Options. Effective with the execution of this Agreement,
Versiackas shall be granted options to acquire 16,043 shares of the common stock
of Xxxxxxxxxx at the last sale price per share reported on the Nasdaq National
Market System on the day this Agreement is executed (or if such day is not a
trading day, on the next preceding trading day), and otherwise on the terms that
stock options are granted to employees of Xxxxxxxxxx generally pursuant to the
Xxxxxxxxxx Stock Incentive Plan. The options will be Incentive Stock Options to
the extent possible.
ARTICLE 3. EXPENSES
Versiackas shall be entitled to reimbursement from Xxxxxxxxxx for
reasonable expenses necessarily incurred by him in performing his duties under
this Agreement, on presentation of vouchers indicating in reasonable detail the
amount and business purpose of each such expense and on compliance with the
other requirements of Xxxxxxxxxx'x expense reimbursement policy.
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ARTICLE 4. VACATION; ILLNESS
4.1 Vacation. Subject to the approval of time by the Board of Directors of
Xxxxxxxxxx, Versiackas shall be entitled to one or more vacations totaling 30
working days in each calendar year. Any unused vacation time shall be carried
over to future years.
4.2 Illness. Subject to Section 10.1(b)(2), Versiackas shall receive full
compensation for any period of illness or incapacity during the term of this
Agreement.
ARTICLE 5. FACILITIES AND PERSONNEL
Versiackas shall be given a private office, secretarial services, and other
facilities, supplies, and services needed to perform his duties under this
Agreement.
ARTICLE 6. RELOCATION
Xxxxxxxxxx may not require Versiackas to relocate his residence from the
San Jose, California area without his consent. However, Xxxxxxxxxx may require
Versiackas to travel to Xxxxxxxxxx'x headquarters in Dallas, Oregon or elsewhere
at reasonable times and as reasonably required to perform his duties under this
Agreement.
ARTICLE 7. NONCOMPETITION
Versiackas shall enter into a Noncompetition Agreement with Xxxxxxxxxx,
dated as of the date of this Agreement, and perform his obligations and
covenants thereunder.
ARTICLE 8. PATENTS AND PATENT APPLICATIONS
All patents or patent applications now held in Versiackas' name, or that
may be granted or made during the term of this Agreement, are hereby
acknowledged and declared by Versiackas to be held in trust for the sole use and
benefit of Xxxxxxxxxx, and Versiackas shall not be entitled to transfer, convey,
assign, encumber, or otherwise dispose of any such proprietary rights without
Xxxxxxxxxx'x prior written consent. Versiackas shall execute and deliver to
Xxxxxxxxxx on request any transfer documents needed to show Xxxxxxxxxx'x
ownership of proprietary rights developed by Versiackas either before or during
the term of this Agreement for the use and benefit of Trend and Xxxxxxxxxx.
ARTICLE 9. REPRESENTATION AND WARRANTY OF VERSIACKAS
Versiackas represents and warrants to Xxxxxxxxxx that there is no
employment contract or any other contractual obligation to which he is subject
that prevents him from entering into this Agreement or from performing fully his
duties under this Agreement.
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ARTICLE 10. TERMINATION OF EMPLOYMENT
10.1 Causes for Termination of Employment. Xxxxxxxxxx'x employment of
Versiackas may be terminated as follows:
(a) After two years from the date of this Agreement, either Xxxxxxxxxx
or Versiackas may terminate the employment of Versiackas for any reason and
without cause by giving 30 days' prior written notice to the other, provided,
however, that Xxxxxxxxxx may pay to Versiackas 60 days' base compensation in
lieu of giving such notice.
(b) Xxxxxxxxxx shall have the right to terminate Versiackas'
employment at any time, without notice and without payment of compensation in
lieu of notice, under any of the following conditions:
(i) For cause, including, but not limited to, (i) any form of
dishonesty, criminal conduct, unethical business practice, or conduct involving
moral turpitude connected with Versiackas' employment or that otherwise reflects
adversely on Xxxxxxxxxx'x reputation or operations in a material way; (ii)
unauthorized expenditure of Xxxxxxxxxx'x funds or misappropriation of
Xxxxxxxxxx'x assets; (iii) conviction of any felony; (iv) Versiackas' refusal to
comply with Xxxxxxxxxx'x reasonable instructions, policies, or rules after
written notice of such noncompliance; (v) continued neglect or willful
misconduct by Versiackas with respect to his duties and obligations under this
Agreement, or continued or repeated absence from employment during usual work
hours; (vi) any material breach, which breach continues after notice and a
reasonable opportunity to cure, of Versiackas' obligations under this Agreement
or the Noncompetition Agreement; or (vii) habitual use of alcohol or drugs.
(ii) Versiackas has suffered a disability as a result of illness,
accident, or other cause and is unable to perform a substantial portion of his
usual duties of employment for a total (consecutive or cumulative) of 180 days
in any twelve-month period after the date the disability commenced.
(c) Versiackas shall have the right to terminate his employment with
Xxxxxxxxxx for any material breach of Xxxxxxxxxx'x obligations under this
Agreement, which breach continues after notice and a reasonable opportunity to
cure.
10.2 Death. This Agreement and Versiackas' employment with Xxxxxxxxxx shall
terminate automatically on Versiackas' death.
10.3 Effect of Termination; Severance Pay. On termination of employment,
Versiackas (or Versiackas' estate in the event of Versiackas' death) shall
receive Versiackas' base compensation prorated through the effective date of
termination of employment, plus any other compensation due under this Article
10, and any other payments, including, but not limited to, earned vacation pay,
to which Versiackas is entitled under Xxxxxxxxxx'x policies.
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If this Agreement is terminated in the first two years of its term by Xxxxxxxxxx
without cause, as defined in Section 10.1(b)(i), or by Versiackas pursuant to
Section 10.1(c), Xxxxxxxxxx shall pay to Versiackas, in addition to any other
sums due hereunder through the date of such termination, severance pay equal to
Versiackas's base compensation hereunder for the lesser of (i) one year, or (ii)
the time remaining until the expiration of two years after the date of this
Agreement.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 Binding Effect. This Agreement shall be binding on and inure to the
benefit of the parties and their heirs, personal representatives, successors,
and assigns.
11.2 Assignment. Versiackas shall not assign any rights or delegate any
duties under this Agreement.
11.3 Amendment, Waiver, etc. The terms of this Agreement may be amended or
waived only by an instrument in writing signed by the party against which
enforcement of such amendment or waiver is sought. Any waiver of any term of
this Agreement or any breach hereof shall not operate as a waiver of any other
such term, condition or breach, and no failure to enforce any provision hereof
shall operate as a waiver of such provision or of any other provision hereof.
11.4 Headings. The headings are for convenience only and will not control
or affect the meaning or construction of the provisions of this Agreement.
11.5 Jurisdiction; Governing Law. The construction and performance of this
Agreement will be governed by the laws of the State of Oregon (except for the
choice of law provisions thereof).
11.6 Notices. Any notice, demand or request required or permitted to be
given under this Agreement (i) shall be in writing; (ii) shall be delivered
personally, including by means of facsimile or courier, or mailed by registered
or certified mail, postage prepaid and return receipt requested; (iii) shall be
deemed given on the date of personal delivery or on the date set forth on the
return receipt; and (iv) shall be delivered or mailed to the addresses or
facsimile numbers set forth below or to such other address as any party may from
time to time direct:
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XXXXXXXXXX: Xxxxxxxxxx Industries, Inc.
0000 X.X. Xxxxxxxx Xxx-Xxx Xxxx
Xxxxxx, XX 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
Attn: Xx. Xxxxxx X. Xxxxxxxxxx
President, Chief Executive Officer, and Chairman
Copies to: Stoel Rives LLP
Standard Insurance Center
000 X.X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000-0000
Phone: 000-000-0000
Fax: 000-000-0000
Attn: Xxxxxxx X. Xxxxxx
VERSIACKAS: Xxxxxx X. Xxxxxxxxxx
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
11.7 Attorneys' Fees. If suit or action is filed by any party to enforce
the provisions of this Agreement, or otherwise with respect to the subject
matter of this Agreement, the substantially prevailing party shall be entitled
to recover reasonable attorneys' fees as fixed by the court and, if any appeal
is taken, reasonable attorneys' fees as fixed by the appellate court.
11.8 Entire Agreement. This Agreement and the Noncompetition Agreement
embody the entire agreement and understanding of the parties regarding
Versiackas' employment with Xxxxxxxxxx and supersede any and all prior
agreements, arrangements, and understandings relating to the matter.
11.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together
will constitute a single instrument.
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11.10 Severability. If any provision of this Agreement shall be invalid or
unenforceable in any respect for any reason, the validity and enforceability of
any such provision in any other respect and of the remaining provisions of this
Agreement shall not be in any way impaired.
XXXXXXXXXX INDUSTRIES, INC.
By: XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Senior Vice President and Chief
Financial Officer
XXXXXX X. XXXXXXXXXX
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XXXXXX X. XXXXXXXXXX
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