EXHIBIT 4.7
May 1, 1996
Xxxxxxx Xxxxxxxx
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxx, XX 00000
Employment Agreement
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Dear Xx. Xxxxxxxx:
The purpose of this letter is to summarize the terms of our agreement for your
employment as Chairman and Chief Technology Officer (CTO) of Linkon Corporation.
As CTO, this full time position reports to me as President and CEO and is
located in our Fairfield, CT office. Following are the terms of employment:
1.) Responsibility
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You will be responsible for the strategic direction of Linkon's product
offerings. You will survey the technical, trade and financial literature and
make recommendations on products or companies Linkon Corporation should create,
use or acquire. Attachment 1 to this letter provides a more detailed
definition of duties.
2.) Compensation
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A monthly base salary of $8,500 which will be reviewed annually. Once
the company achieves profitability at the operating income level for at
least two consecutive quarters, this monthly base salary shall be
$10,000. And upon the company achieving profitability for at least two
consecutive quarters at the net income level, this monthly base salary
shall be 12,500 per month.
A performance bonus of $25,000 paid annually based upon achievement of
goals as defined in Attachment 2 of this letter.
Participation in our "Executive Incentive Compensation Plan" upon its
implementation.
3.) Options
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You will participate in the Linkon stock option plan.
You will receive in any event, 100,000 fully vested options provided
Linkon Corporation shows a net profit for two consecutive quarters.
4.) Benefits
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Linkon has health and life insurance programs for which you are
eligible.
Linkon has a 401K program for which you are eligible.
You will be entitled to one month vacation.
You will receive an auto allowance of $600 per month.
Term
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The term of this employment agreement shall commence on the day of the signing
of this employment agreement and shall continue for two years or until otherwise
terminated in this agreement.
5.) Termination
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In the event you are terminated for cause, you will receive no
compensation. "Cause" is defined as: (i) Violation of any rule or
regulation of any regulatory organization or Governmental agency
which is injurious to Linkon. (ii) Your conviction of a felony.
(iii) Your conviction of any crime involving moral turpitude. (iv)
A finding that you sexually harassed or discriminated against any
company employee. (v) A material breach of the terms of this offer.
Should Linkon terminate you, you will receive a severance payment equal
to one year salary plus any bonus earned and benefits.
In the event, Linkon undergoes a sales, merger or acquisition to a 3rd
Party resulting in your termination, you will receive a severance
payment equal to one year base salary plus any bonus earned and
benefits.
6.) Indemnification
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Linkon will indemnify you for any and all claims, suits, proceedings, damages,
losses or liabilities incurred by you and arising out of any acts or decisions
done or made by Linkon from the signing of this agreement. Linkon agrees to pay
your reasonable expenses, including reasonable attorney's fees, actually
incurred by you in connection with the defense of any such action, suit or
proceedings and in connection with any appeal thereon including the cost of
court settlements if such settlement is agreed to by Linkon. Nothing contained
herein shall entitle you to indemnification by Linkon in excess of that
permitted by applicable law.
7.) Non-Competition
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You agree that in consideration for Linkon's agreement contained in this offer,
you will not, directly or indirectly, be employed by, manage, operate, control
or acquire an interest in, or otherwise engage or participate in any business
which is in competition with the business of Linkon.
Please sign this letter as an indication of your acceptance of these terms of
employment.
Sincerely,
/s/ Xxx X. Xxxx
Xxx X. Xxxx
President and CEO
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enclosure (2) I accept the terms of this employment agreement,
/s/ Xxxxxxx Xxxxxxxx 5/1/96
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Xxxxxxx Xxxxxxxx Date
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