EXHIBIT (10)(A)
AGREEMENT
THIS AGREEMENT is between ROHM AND ▇▇▇▇ COMPANY, a Delaware Corporation
with offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and its
subsidiaries, divisions or affiliates ("Rohm and ▇▇▇▇") and ▇▇. ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇"), an individual residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇.
A. Background
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WHEREAS, Rohm and ▇▇▇▇ may wish to use ▇▇. ▇▇▇▇▇▇ to provide certain
advice and services, and
WHEREAS, ▇▇. ▇▇▇▇▇▇ has certain expertise and experience in providing
such services and is willing to provide services for Rohm and ▇▇▇▇.
NOW, THEREFORE, intending to be legally bound hereby, Rohm and ▇▇▇▇ and
▇▇. ▇▇▇▇▇▇ agree as follows:
B. Services to be Provided
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1. ▇▇. ▇▇▇▇▇▇ agrees to be available to provide Rohm and ▇▇▇▇ advice on
any issue pertaining to the business or activities of Rohm and ▇▇▇▇.
C. Term of the Agreement
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2. The term of this Agreement shall be from January 1, 1996 to December
31, 2000 ("the Agreement Period"). ▇▇. ▇▇▇▇▇▇ shall provide advice from time
to time during the Agreement Period whenever expressly requested by a member
of the Rohm and ▇▇▇▇ Chairman's Committee.
3. Either party may terminate this Agreement at anytime with ninety (90)
days advanced written notice to the other party. Upon termination, the
provisions of this Agreement will become null and void with the exception of
the Intellectual Property, Confidentiality and Conflict of Interest Provisions
covered in sections F, G and K hereof, which will remain in full force and
effect.
D. Compensation
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4. Rohm and ▇▇▇▇ shall pay ▇▇. ▇▇▇▇▇▇ a fee of $100 an hour for any
services actually performed. All services provided under this Agreement shall
be at the express request of a member of the Rohm and ▇▇▇▇ Chairman's
Committee.
5. ▇▇. ▇▇▇▇▇▇ shall provide Rohm and ▇▇▇▇ with a detailed invoice of all
services rendered on an annual basis. Rohm and ▇▇▇▇ will pay that invoice
within thirty (30) days of receipt thereof.
6. Rohm and ▇▇▇▇ shall also reimburse ▇▇. ▇▇▇▇▇▇ for all reasonable and
necessary expenses incurred by ▇▇. ▇▇▇▇▇▇ in connection with providing
services under this Agreement. To obtain reimbursement, ▇▇. ▇▇▇▇▇▇ must
first submit to Rohm and ▇▇▇▇ invoices, receipts or other appropriate
documentation of the expenses. Payment of such expenses shall be made by Rohm
and ▇▇▇▇ within thirty (30) days of receipt of such documentation.
E. Restricted Stock
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7. In connection with this Agreement, and as part of the consideration
therefore, ▇▇. ▇▇▇▇▇▇ agrees that, notwithstanding any contrary provision of
any Rohm and ▇▇▇▇ benefit plan or policy, ▇▇. ▇▇▇▇▇▇'▇ retirement on December
31, 1995 will not have the effect of eliminating any otherwise applicable
restriction on stock granted to him under any such plan or policy. Rather,
such restrictions shall continue to apply until they would have lapsed had he
remained employed by Rohm and ▇▇▇▇ throughout the original term of this
Agreement, unless this Agreement is terminated by Rohm and ▇▇▇▇ prior to the
end of the original term, in which case all such restrictions shall lapse. If
▇▇. ▇▇▇▇▇▇ breaches any term of this Agreement, he shall forfeit any such
restricted stock which has not otherwise vested.
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F. Intellectual Property
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8. ▇▇. ▇▇▇▇▇▇ shall disclose promptly to Rohm and ▇▇▇▇ all inventions,
discoveries and improvements, whether patentable or not, which relate to the
business or activities of Rohm and ▇▇▇▇ and which are conceived or made by ▇▇.
▇▇▇▇▇▇ in connection with the services provided under this Agreement or which
result from access to business or technology information of Rohm and ▇▇▇▇.
▇▇. ▇▇▇▇▇▇ hereby assigns and shall assign ▇▇. ▇▇▇▇▇▇'▇ entire interest in
such inventions, discoveries and improvements to Rohm and ▇▇▇▇ or its nominee
and shall execute all documents necessary to enable Rohm and ▇▇▇▇ or its
nominee to secure patents in the United States or any foreign country or
otherwise to protect the interest of Rohm and ▇▇▇▇. These obligations shall
continue beyond the termination of this Agreement.
9. Any copyrightable work which ▇▇. ▇▇▇▇▇▇ authors or co-authors during
the course of, or in any way resulting from, this Agreement shall be
considered a work made for hire and shall be the exclusive property of Rohm
and ▇▇▇▇. The copyright in such work shall be assigned to Rohm and ▇▇▇▇. ▇▇.
▇▇▇▇▇▇ shall not make any copies of such work or use such work other than for
the purposes of this Agreement without the prior written permission of Rohm
and ▇▇▇▇.
G. Confidentiality
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11. ▇▇. ▇▇▇▇▇▇ recognizes that all Rohm and ▇▇▇▇ business or trade
secrets, including secret processes of manufacture, and all other business and
technical information, including research records and procedures to which ▇▇.
▇▇▇▇▇▇ has access under this Agreement, are the property of Rohm and ▇▇▇▇.
During the term of this Agreement and thereafter, ▇▇. ▇▇▇▇▇▇ shall keep such
information secret and confidential and not use such information in any manner
unless specifically authorized by this Agreement or by Rohm and ▇▇▇▇ in
writing or until such information enters the public domain by other means.
12. All written information, drawings, documents and materials prepared
by ▇▇. ▇▇▇▇▇▇ under this Agreement shall be the exclusive property of Rohm
and ▇▇▇▇ and shall be delivered by ▇▇. ▇▇▇▇▇▇ to Rohm and ▇▇▇▇ on or before
the termination of this Agreement. During the term if this Agreement and
thereafter, ▇▇. ▇▇▇▇▇▇ shall keep such information secret and confidential
and not use such information in any manner unless specifically authorized by
this Agreement or by Rohm and ▇▇▇▇ in writing or until such information enters
the public domain by other means.
13. ▇▇. ▇▇▇▇▇▇ shall, upon termination of this Agreement, return to Rohm
and ▇▇▇▇ all papers, notes, books or other documents which contain or refer to
any business or technical information of Rohm and ▇▇▇▇, and all copies of such
documents, and all other property belonging to Rohm and ▇▇▇▇ or relating to
its business.
H. Prior Agreements
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14. The Employment Agreement (Exhibit A) and Records Security Statement
(Exhibit B) executed by ▇▇. ▇▇▇▇▇▇ prior to the execution of this Agreement
shall remain in full force and effect and shall survive the execution of this
Agreement.
I. Independent Contractor
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15. In providing service under this Agreement, ▇▇. ▇▇▇▇▇▇ shall act as,
and be deemed, an Independent Contractor and not an employee or agent of Rohm
and ▇▇▇▇. ▇▇. ▇▇▇▇▇▇ shall not make any representations to being an employee
or agent of Rohm and ▇▇▇▇ and shall pay all federal, state and local taxes
which shall be become due on any money paid to ▇▇. ▇▇▇▇▇▇ by Rohm and ▇▇▇▇
under the terms of this Agreement.
J. Personal Performance of Work and Nonassignability
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16. The services provided under this Agreement shall all be provided
personally by ▇▇. ▇▇▇▇▇▇. ▇▇. ▇▇▇▇▇▇ may not assign any rights or
performance obligations under this Agreement to any other party. Any attempt
to make such an assignment will be void.
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K. Conflict of Interest
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17. During the original term of this Agreement and for a period of two
years thereafter, ▇▇. ▇▇▇▇▇▇ will not, directly or indirectly, for himself or
others, render competing services. Not withstanding the above, ▇▇. ▇▇▇▇▇▇
may accept employment with a competitor whose business is diversified,
provided that he will not be employed in a competing capacity, and provided
that prior to his accepting such employment, Rohm and ▇▇▇▇ shall receive
separate written assurances satisfactory to Rohm and ▇▇▇▇ from such competitor
and ▇▇. ▇▇▇▇▇▇, that ▇▇. ▇▇▇▇▇▇ will not render services which are directly
or indirectly in competition with Rohm and ▇▇▇▇.
L. Compliance with Applicable Law
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18. In providing services under this Agreement, ▇▇. ▇▇▇▇▇▇ shall comply
with all applicable federal, state and local laws, regulations, obligations or
governmental requests.
M. Notice
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19. All notices given pursuant to this Agreement shall be directed to:
FOR ▇▇. ▇▇▇▇▇▇: FOR ROHM AND ▇▇▇▇:
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Executive Officer
▇▇▇ ▇▇▇▇ ▇▇▇▇ Rohm and ▇▇▇▇ Company
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
N. Miscellaneous Provisions
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20. This Agreement contains the entire agreement of the parties relating
to the subject matter herein. It may be changed only by a written agreement,
signed by both parties.
21. The fact that any portion of this Agreement shall be found invalid or
unenforceable shall not effect the validity or enforceability of the remainder
of this Agreement.
22. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania.
23. This Agreement may be executed in counterparts and will be valid even
though the signatures of all parties do not appear on the same page.
Dated: __________ _______________________________
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Dated: __________ _______________________________
C.D. SOUTHWARD
FOR ROHM AND ▇▇▇▇
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