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EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into effective as of the
day of , 1997, by and between SSE TELECOM, INC. ("Telecom"), a
Delaware corporation (as used herein, Telecom and its affiliates and
subsidiaries are collectively referred to as the "Company", unless the context
requires otherwise or it is otherwise specifically provided) and XXXXXXX
XXXXXXXX, residing at the address set forth after his signature (the
"Executive").
WHEREAS, the Executive has accepted a position of employment with the
Company and the parties wish by this Agreement to provide for the employment of
the Executive, upon the terms and conditions and for the compensation as
hereafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and intending to be legally bound the parties hereto agree as
follows:
1. Term. The Executive's employment shall commence on the date hereof and
subject to the provisions of Section 5 hereof, the Company hereby agrees to
employ Executive and the Executive hereby accepts such employment with the
Company upon the terms and conditions herein provided.
2. Duties. The Executive, subject to the direction and control of
Telecom's Board of Directors, shall devote his full time, attention and energies
to the business and affairs of Telecom and promote the interests and welfare of
Telecom. The Executive shall also provide services to and for the benefit of the
subsidiaries and affiliates of Telecom as such further duties may, from time to
time, be specified by the Board of Directors of Telecom. If the Executive is
elected or appointed a director or an officer of the Company, the Executive will
serve in such capacity or capacities without further compensation; but nothing
in this Agreement shall be construed as requiring the election or appointment of
the Executive as such director or officer. The Executive agrees to perform his
duties in an efficient, trustworthy and business-like manner, consistent with
the policies set by the Board of Directors of Telecom who shall have the power
to alter or change the general practices of the business as such Board deems
necessary to the best interests of the Company. The Executive shall not, during
the term hereof, be interested directly or indirectly, in any manner, as
partner, officer, director, stockholder, advisor, employee or in any other
capacity in any other business, without Telecom's written consent; provided,
however, that nothing herein contained shall be deemed to prevent or limit the
right of Executive to participate as an investor in any business venture which
is not competitive with the Company's business.
3. Compensation.
(a) Compensation Plan. As compensation for the Executive's services under
this Agreement, Executive shall be entitled to receive during his employment the
base salary, bonuses and fringe benefits in accordance with this Section 3 and
in accordance with the compensation plan fixed for each fiscal year of the
Company, commencing with the current fiscal year. The compensation plan for each
fiscal year shall be established by the Company, reduced to writing and signed
by the Executive and an officer of Telecom (other than the Executive).
(b) Base Salary. For all services rendered by the Executive under this
Agreement, the Executive shall be paid an annual base salary of One Hundred
Thirty-Nine Thousand One Hundred Dollars ($139,100). The annual base salary may
be increased from time to time during the term of this Agreement and shall be
payable to the Executive by Telecom, or by a subsidiary of Telecom, in
accordance with the practice adopted by such company for payment of wages to its
employees.
(c) Bonuses. Bonus compensation shall be payable in cash and/or stock
options in accordance with a bonus compensation plan, if any, put into effect by
Telecom's Board of Directors at the beginning of each fiscal year. The bonus
compensation plan will be administered by a committee appointed by Telecom's
Board of Directors.
(d) Stock Options. Executive shall, prior to the end of the current fiscal
year, be granted stock options under Telecom's 1997 Equity Participation Plan
(the "Plan") so that the aggregate of all stock options granted to the Executive
as of September 30, 1997 will be for ( ) shares.
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(e) Fringe Benefits. SSE Tech has adopted policies in respect to fringe
benefits for employees in the nature of health and life insurance, holidays,
vacation, sick leave policies and disability. A copy of SSE Tech's present
policies in respect to fringe benefits has been delivered by the Company to
Executive. SSE Tech may from time to time amend its present policies and adopt
other fringe benefits to be generally available to all employees. SSE Tech
covenants and agrees that Executive shall be entitled to participate in any such
fringe benefit policies adopted by SSE Tech to the same extent that such fringe
benefits shall be available to and for the benefit of executive level employees.
4. Expenses. The Executive may incur reasonable expenses in connection
with promoting and operating the Company's business, including expenses for
entertainment, travel and similar items. If Executive has complied with the
Company policy regarding business expenses, the Company will reimburse the
Executive for all such expenses upon the Executive's periodic presentation of an
itemized account of such expenditures. However, in no event shall said
Executive's business expenses exceed the Company's policy without the prior
approval of the Board of Directors.
5. Termination of Employment.
(a) Termination With Cause. The Company may terminate this Agreement
without any further compensation to Executive beyond the date of termination for
breach of this Agreement, willful or gross misconduct in performance of duties,
dishonesty, fraud, theft, embezzlement or any criminal act.
(b) Termination Without Cause.
(i) Without cause, the Company may terminate this Agreement at any
time upon thirty (30) days' written notice to Executive. In such event, the
Executive, if requested by the Company, shall continue to render his
services and shall be paid his regular compensation up to the date of
termination and, in addition, the Company shall continue to pay to
Executive as severance pay his then base compensation and fringe benefits
for a period of three (3) months from the date of termination (less all
amounts required to be withheld and deducted).
(ii) Without cause, the Executive may terminate this Agreement upon
thirty (30) days written notice to the Company. In such event, Executive
shall continue to render his services and shall be paid his regular
compensation up to the date of termination, but no severance allowance
shall be paid to him. Bonus compensation that has been earned by the
Executive through the date of his termination shall be paid to Executive.
(c) Termination Upon Sale of Business.
(i) If the Executive's employment is terminated by the Company as a
condition to the Sale of Business (as defined below), the Executive's
compensation and fringe benefits will continue for a period of twelve (12)
months from the effective date of the termination of the Executive's
employment. However, if the Executive is offered continuing employment by
the Company or by the acquiring company, under terms substantially the same
as those in effect with the Company and for similar duties, this twelve
(12) month period will be reduced by each month of such continued
employment.
(ii) For purposes of this Section 5(c), "Sale of Business" shall mean
the sale of all or substantially all of the assets of the Company as a
going concern to a single purchaser or to a group of associated purchasers,
the sale of all or substantially all of the outstanding stock of the
Company or the sale of all or substantially all of the outstanding stock of
SSE Telecom, Inc., or any similar transaction, as a result of which at
least eighty percent (80%) voting control the Company becomes vested in
persons other than those presently having such voting control. For the
foregoing provisions to be applicable, the transaction must be one in which
the Board of Directors of SSE Telecom and a majority of its shareholders
have voted in favor of the proposed transaction and the transaction must be
consummated on or before March 31, 1998.
(iii) In the event of the Sale of Business all outstanding options
held by Executive to acquire Telecom stock shall be vested as provided in
the Plan.
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(d) Death During Employment. If the Executive dies during the term of
employment, the Company shall pay to the estate of the Executive the
compensation which would otherwise be payable to the Executive through the end
of the month in which his death occurs, including payments for accrued vacation
and accrued bonus.
6. Protective Covenants; Remedies.
(a) Non-Disclosure of Confidential Information. Executive will not, during
the term of this Agreement, or at any time thereafter, divulge, furnish or make
accessible to anyone other than the Company, the directors and officers of the
Company, unless otherwise in the regular course of the business of the Company,
any knowledge or information with respect to (i) confidential or secret
documents, processes, plans, models, sales data, contracts, financial costs,
formulae, devises, business opportunities or any other material relating to the
business and activities of Telecom or its subsidiaries or affiliates, or (ii)
any other confidential or secret aspect of the business of Telecom or its
subsidiaries or affiliates, including without limitation any lists or other
information with respect to any clients or customers of Telecom or its
subsidiaries or affiliates (the foregoing being hereinafter collectively
referred to as the "Confidential Information"). The Executive acknowledges that
such Confidential Information is of special and peculiar value to the Company;
is the property of the Company, the product of years of experience and trial and
error; is not generally known to the Company's competitors; and is regularly
used in the operation of the Company's business.
(b) Non-Competition. The Executive agrees that during the term of this
Agreement and for a period of two (2) years after the termination of Executive's
employment, and without regard to the reason for such termination, the Executive
will not, directly or indirectly, own, manage, operate, control, be employed by,
participate in, or be connected in any manner with ownership, management,
operation or control of any business, similar to the type of business conducted
by Telecom, its subsidiaries or affiliates, at the time of the termination of
this Agreement.
(c) Suspension of Time. Notwithstanding any provision of this Agreement to
the contrary, the time periods for the protective covenants set forth herein
shall be suspended during the period of any breach or violation of such
protective covenant, and likewise shall be suspended for the time in which there
shall be pending in any court of competent jurisdiction, any action or
proceeding to enforce such covenant where temporary or injunctive relief has not
been granted.
(d) Acknowledgment Regarding Protective Covenants. The Executive
acknowledges and understands that the covenants provided for in this Section 6
are limited to the covenants set forth herein and do not preclude the Executive
upon the termination of this Agreement from obtaining gainful employment or
utilizing the Executive's general business skills, and that numerous
opportunities exist for the Executive to utilize such skills. Although the
Executive agrees that the time and area restraints set forth herein are
reasonable; nevertheless, if for any reason now unforeseen, a court of competent
jurisdiction finds that the time and/or area restraints agreed to herein by the
parties are unreasonable then the time and/or area restraints agreed to herein
shall be reduced to an area and/or duration deemed reasonable by such court. The
Executive acknowledges that he has read and understands the terms of this
Agreement, that same was specifically negotiated, and that the protective
covenants agreed upon herein are necessary for the protection of the Company's
business as a result of the business secrets that will be disclosed during the
employment.
(e) Remedies. In addition to any other rights and remedies which are
available to the Company, with respect to any breach or violation of the
protective covenants set forth herein, it is recognized and agreed that the
Company shall be entitled to obtain injunctive relief which would prohibit the
Executive from continuing any breach or violation of such protective covenants.
The Company may pursue any of the remedies allowed by this Agreement
concurrently or consecutively in any order as to any breach or violation of the
protective covenants, and the pursuit of any such remedies at any time will not
be deemed an election of remedies or waiver of the right to pursue the other of
such remedies as to that breach or violation, or as to any other breach or
violation of this Agreement. Pursuit of one or more remedies shall not preclude
pursuit of any other remedies herein provided or any other remedy that may be
available to the Company.
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7. Disputes. In the event of any litigation between the Company and the
Executive arising out of this Agreement, and the rights and obligations of the
parties hereunder, the prevailing party shall be entitled to recover his or its
reasonable attorney's fees and court costs.
8. Notices. Any notice required or permitted to be given under this
Agreement shall be deemed sufficient if in writing, and sent by registered or
certified mail to his residence, in the case of the Executive or to its
principal office, in the case of the Company.
9. Waiver of Breach. The failure of either party to insist in any one or
more instances upon performance of any terms or conditions of this Agreement
shall not be construed as a waiver of future performance of any such term,
covenant, or condition, but the obligations of either party with respect thereto
shall continue in full force and effect.
10. Assignment. Executive acknowledges that said services to be rendered
by him are unique and personal. Accordingly, the Executive may not assign any of
his rights or delegate any of his duties or obligations under this Agreement.
The rights and obligations of the Company under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of the
Company.
11. Entire Agreement. This Agreement supersedes all previous agreements
between the Company and Executive and contains the entire understanding and
agreement between the parties with respect to the subject matter hereof, and
cannot be amended, modified or supplemented in any respect except by a
subsequent written agreement entered into by both parties.
12. Applicable Law. The validity, enforceability and interpretation of
this Agreement shall be determined and governed by the laws of the Commonwealth
of Virginia.
13. Number of Agreements. This Agreement may be executed in any number of
counterparts, any one of which may be deemed original.
14. Severability. If any of the provisions of this Agreement are held to
be invalid or unenforceable, all other provisions hereof shall nevertheless
continue in full force and effect.
15. Pronouns. The use of any word in any gender shall be deemed to include
any other gender and the use of any word in the singular shall be deemed to
include the plural where the context requires.
16. Headings. The section headings used in this Agreement are for
convenience only and are not to be controlling with respect to the contents
thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date set forth above.
SSE TELECOM, INC.
By:
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Its:
EXECUTIVE:
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Xxxxxxx Xxxxxxxx
Address:
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