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EXHIBIT 00.xx
EMPLOYMENT AGREEMENT
SBS TECHNOLOGIES, INC. ("Company") and XXXXX X. XXXXX agree:
1. EMPLOYMENT. Company and Employee agree to the terms of employment,
effective the date of this Agreement, for the period beginning on the date
of this Employment Agreement and ending a minimum of two years from its
date or upon discharge or resignation of Employee (the "Employment
Period"). This agreement will automatically renew on each succeeding
anniversary date for additional one-year terms unless either party elects
to cancel it. During the Employment Period, Employee will serve in the
capacities determined by the Company. Employee will devote sufficient time
and energies to the business of Company to accomplish the duties assigned,
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.
2. COMPENSATION. For all services performed by Employee for Company during the
Employment Period, Company will pay Employee the salary set forth in
Schedule "A". Employee will be entitled to participate in employee benefit
plans established by the Company. Vacation in amounts designated by the
Company will be taken at the times designated by Company. 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 may
present to 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 with respect to all
activities approved in advance by the Company. 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 it 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, bearing interest at a rate of 10% per
year from the date repayment is due and payable in full on demand without
set-off or deduction.
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 Employee is unable to work for a period in
excess of 180 days, the Employee, at the discretion of the Board of
Directors of Company, will be considered to have resigned. In no event will
Employee be entitled to payment or other compensation for unused 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, 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 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.
Employee acknowledges that this restriction is necessary for the Company's
welfare and protection in light of the responsibilities assigned to
Employee and Employee's status in the Company, that Employee is fully and
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adequately compensated for this restriction, and that Company may enforce
this restriction through injunctive relief without limiting any other
relief which may be available to it.
6. RESIGNATION AND DISCHARGE. Employee may resign by giving six months written
notice to Company before resigning and agrees to provide this minimum
notice during the first two years of this agreement. In the event of a
voluntary resignation by Employee, the Employee will be paid through the
Effective Date of resignation. Employee's death will constitute a voluntary
resignation.. If during the initial two-year Employment Period Employee is
terminated by discharge without cause Employee will be paid at Employee's
then current salary through the initial two-year minimum term of this
agreement plus a six month termination period. Once the initial two-year
term of this agreement is completed, during each successive one-year
renewal Company may discharge Employee without cause upon six months
written notice, and Employee will be paid at his then current salary
through the effective termination date. 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 misdemeanor (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. In no event will Employee be
entitled, upon 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"). 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 not, at any time,
during or after the Employment Period, make any independent use of, or
disclose 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 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.
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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: March 8, 2001
COMPANY:
SBS TECHNOLOGIES, INC.
By: /s/ XXXXXXXXXXX X. XXXXXXX
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Xxxxxxxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
EMPLOYEE:
/s/ XXXXX X. XXXXX XX.
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Xxxxx X. Xxxxx Xx.
Vice president and Chief Financial Officer
SCHEDULE A
The annual rate of pay of Employee, effective March 10, 2001 shall be $250,000.
