EXHIBIT 10(l)
EMPLOYMENT AGREEMENT
This Agreement is made and entered into by and between MARLTON
TECHNOLOGIES, INC., a New Jersey corporation (the "Company"), and XXXXXXX X.
XXXX (the "Employee") as of the 24th day of November, 1999.
BACKGROUND
The Company desires to employ the Employee and the Employee desires to be
employed by the Company, in the sale, design and manufacture of exhibits and
displays, and the provision of related services (the "Business"), on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, intending to be legally bound hereby, the parties agree
as follows:
1. Employment. The Company shall employ the Employee and the Employee shall
enter into the employ of the Company in the Business as its Chief Financial
Officer (initially reporting to the Company's Chief Executive Officer), for the
period commencing no earlier than December 29, 1999 and no later than January
24, 2000, as mutually agreed by the parties (the "Effective Date") and
continuing until terminated by either party with written notice (the "Employment
Period"), provided if the Company terminates this Agreement without Cause (as
defined in Paragraph 5(a)), Company will continue Employee's base salary for a
period of six months after such termination.
2. Performance of Duties. During his employment by the Company, the
Employee shall devote his best efforts and all of his business time to the
business affairs of the Company, shall faithfully and efficiently perform such
duties as may be assigned to him from time to time by the Company and shall
comply with all Company policies and procedures and shall provide information to
and shall cooperate with other Company employees as reasonably required to
service customers of the Business. Employee may not sell, represent, broker or
distribute services or products of any person or entity other than the Company.
All leads and customers will be referred by Employee exclusively to the Company.
Employee's principal place of business will be the Company's primary facility in
Philadelphia, Pennsylvania.
3. Compensation.
(a) During his employment by the Company, the Employee shall receive
(i) salary at the rate of $120,000 per year paid bi-weekly; (ii) a bonus
plan as provided on the attached Schedule A; and (iii) stock options as set
forth on Schedule A. The Company generally reviews performance on an annual
basis and salary on a bi-annual basis. Employee's first salary review date
will be January1, 2001 and every two years thereafter.
(b) Employee and his dependents shall be entitled to participate in
any health or benefit plans which the Company in its sole discretion
sponsors for its employees and their dependents generally at the time the
Employee is entitled to participate therein, subject to the conditions of
such plans. The Company currently pays all of the premium for employees and
their dependents participating in the Company's medical benefits plan. The
Company will also reimburse Employee for up to three months of his COBRA
premiums.
(c) Employee shall receive vacation in accordance with the Company's
standard vacation policy, at such times as mutually agreed by Employee and
the persons to whom the Employee reports, but in no event less than three
weeks per year.
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(d) Employee shall be entitled to receive reimbursement only for those
business expenses which Employee reasonably incurs in connection with the
performance of his duties which are billed to and paid by a customer or are
reasonably associated with his employment activities and are approved in
advance in writing by the person to whom Employee reports.
(e) All bonus calculations and payments are subject to the Company's
current standard policies, as amended from time to time.
(f) Neither Employee nor any individual or entity related to or
affiliated with Employee shall receive any compensation or consideration
from any other individual or entity relating in any way to the Business
during the Employment Period.
(g) After completing one year of employment, Employee shall be
eligible to participate in the Company's 401k plan, subject to the
conditions of such plan. The Company currently contributes Marlton
Technologies, Inc. Common Stock to such plan, in an amount equal to 25%
(not to exceed $1,000 per year) of the employee's contribution.
4. Employee Agreements. Employee agrees, except as otherwise required in
the performance of his duties, not to remove from the premises of the Company at
any time either during or after the term of his employment, any originals or
copies of documents, reports, drawings, lists, notebooks, customer and supplier
lists, price lists, files, books and records, invoices, sales orders, customer
files, blueprints, specifications, proposals, job bags, drawings, photos, sales
literature, promotional materials, stationery, materials and the like pertaining
to the business of the Company (collectively, "Company Property"). Upon
termination of his employment, Employee shall immediately deliver to the Company
any and all originals or copies of Company Property used by him, in his
possession or under his control.
5. Termination of Employment.
(a) In the event Employee voluntarily terminates his employment or the
Company terminates Employee's employment for Cause (as defined below),
Employee's compensation and benefits (to the extent permitted by law)
hereunder shall cease as of the effective date of termination. The Company
shall have no liability to Employee except payment of accrued salary under
subparagraph 3(a), which shall be payable in accordance with the Company's
normal practices. The term "Cause" means (i) gross negligence, (ii) willful
misconduct, (iii) dishonesty, fraud, misappropriation or misapplication of
funds or conviction of a felony, (iv) habitual insobriety or use of a
controlled substance, (v) failure to devote all of his business time to the
business of the Company, (vi) failure to perform those duties consistent
with his position as set forth in Paragraph 1 of this Agreement, or (vii)
failure to comply with the terms and conditions of this Agreement, which in
the case of subparagraphs (v), (vi) or (vii) has not been cured by Employee
within 15 days after receipt of written notice from the Company.
(b) The Company may terminate Employee's employment upon Employee's
death or disability which disability continues for a period in excess of 90
consecutive days or 90 days in any 12 month period. If Employee is
terminated upon death or disability, his compensation hereunder shall
accrue up to the date of his death or disability, with any such accrued but
unpaid amounts to be paid to Employee, his spouse or survivors. Such
compensation shall be subject to reduction by any disability insurance
payments received by Employee for which the Company makes premium payments.
Accrued salary shall be payable in accordance with the Company's normal
practices. In addition, Employee shall be entitled to receive any accrued
subparagraph 3(a) non-discretionary bonus, calculated based on the actual
full annual amount multiplied by a fraction equal to the number of days in
the calendar year of termination preceding the date of death or disability,
divided by 365, to be paid in accordance with the terms of Paragraph 3.
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6. Confidentiality; Restrictive Covenants.
(a) During and after the Employment Period, the Employee will not
directly or indirectly (i) solicit or induce any Employee, supplier,
contractor, consultant or representative of the Company to terminate its
relationship with the Company or to enter into the employ (whether as a
principal, Employee, director, consultant or otherwise) of or a business
relationship with any person, firm or corporation which then competes or
intends to compete with the Company, or (ii) divulge or appropriate to his
own use or to the use of others any Company Property, information or
knowledge relating to the sales prospects, customer lists, costing,
business methods, processes, techniques or procedures of the Company, or
any financial data relating to its sales, profits, or costs or any of its
brokers, customers or prospects.
(b) The Employee further agrees that upon termination of his
employment for any reason, for a period of two years after the date of
termination of employment, he will not, directly or indirectly, do business
or enter into any agreement with any broker, customer or active prospect
(i.e., entity from whom the Company has received a request for proposal,
bid or quote or with whom Company has had an in person meeting or to whom
Company has furnished a design, estimate or proposal) of the Company (as of
the date of termination or during the eighteen month period prior to
termination), to provide products or services which in any manner competes
or then intends to compete with the products and services of the Business.
(c) The Employee acknowledges that he has unique knowledge and
experience relating to the business of the Company which could be
prejudicial and harmful to the operation of the Company's business if he
violated the terms of this or any other provision of this Agreement. The
Employee also acknowledges that he is not and will not be deprived of his
ability to earn a livelihood or otherwise be unduly burdened by the
covenants set forth in this Paragraph 6. In the event of any actual or
threatened breach of any of the covenants contained in this Agreement, the
Company shall be entitled to an injunction restraining the breach thereof
and may pursue any other available remedies for such actual or threatened
breach, including the recovery of monetary damages and an equitable
accounting. If, in any judicial proceeding, a court shall refuse to enforce
any of the covenants contained in this Agreement, any such unenforceable
covenant shall be deemed amended to the minimum extent necessary to permit
its enforcement to the extent practicable; otherwise, any such covenant
shall be deemed eliminated from this Agreement for the purposes of such
proceeding to the extent necessary to permit the remaining separate
covenants to be enforced. If any court determines that the duration or
limit of any restriction contained in this Paragraph 6 is unenforceable, it
is the intention of the parties that the restrictive covenant set forth
herein shall not thereby be terminated but shall be deemed amended to the
minimum extent required to render them valid and enforceable, such
amendment to apply only with respect to the operation of this Paragraph 6
in the jurisdiction of the court that has made the adjudication. The
Company and the Employee agree the restrictive covenants set forth herein
are necessary for the protection of the legitimate business interests of
the Company. In the event of a violation of the Employee's covenants
hereunder, the duration for which such violation is continuing shall be
excluded from the calculation of the period during which such covenant
shall apply and Employee shall reimburse Company for all court costs,
attorney fees and expenses incurred by Company in enforcing such covenants.
(d) The Employee agrees that to the extent he develops or originates
or participates in the development or origination of any designs, patents,
trademarks, trade names, service marks, copyrights, patentable devices or
processes (or for which patent applications are pending), proprietary
materials or Company Property during the Employment Period which are used
in or applicable to the business of the Company, the same shall be the
exclusive property of the Company.
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(e) For purposes of this Paragraph 6 and Paragraph 4 only, the term
"Company" shall be deemed to include any parent, subsidiary or affiliated
corporation of Marlton Technologies, Inc. which is engaged in a business
the same as or substantially similar to the Business.
7. Prior Agreements. Employee represents to Company (a) that there are no
restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent, impair, restrict or make unlawful his execution of
this Agreement or his employment hereunder, (b) that his execution of this
Agreement and his employment hereunder shall not constitute a breach of any
contract, agreement or understanding, oral or written, to which he is a party or
by which is bound, (c) that he is free and able to execute this Agreement and to
enter into employment by Company, and (d) that in the course of his employment
with the Company, he will take no action to violate or infringe upon the rights
of any third party. Employee agrees to indemnify, defend and hold harmless
Company, its officers, directors, employees, agents and representatives from any
claims, actions or litigation arising from or related to any breach of the
foregoing representations or any breach of any prior agreements to which
Employee is a party.
8. Miscellaneous.
(a) This Agreement may be amended by written agreement of the parties
without the consent of any other persons, and no person, other than the
parties hereto, shall have any rights under or interest in this Agreement
or the subject matter hereof.
(b) The waiver by either party of a breach of this Agreement shall not
be construed as a waiver of any subsequent breach. No waiver shall be
effective unless set forth in writing and signed by the party granting such
waiver.
(c) Notice shall be sufficiently given if personally delivered or
shall be deemed given three business days after such notice is deposited
with proper postage in the United States mail, addressed to the respective
parties as set forth below or at such other address as may hereafter be
furnished:
If to the Employee: If to the Company:
Xxxxxxx X. Xxxx Marlton Technologies, Inc.
00 Xxxxxxxx Xxx 0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000 Xxxxxxxxxxxx, XX 00000
Attn: President
(d) This Agreement may not be assigned by Employee.
(e) The headings used in this Agreement are inserted only for the
purpose of convenience and reference, and in no way define the scope or
intent of any provision or part hereof.
(f) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania. Any action between
Company and Employee under this Agreement shall be conducted in the state
and federal courts located in Pennsylvania.
(g) The provisions of Paragraphs 4 and 6 shall survive any termination
of this Agreement.
(h) The provisions of this Agreement are independent of and separable
from each other, and no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other or others
of them may be invalid or unenforceable in whole or in part. In the event
of any such prohibition or unenforceability, a court of appropriate
jurisdiction is authorized to amend any such provision to the minimum
extent necessary to make such provision not prohibited nor unenforceable.
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(i) In the event of any breach of this Agreement by Employee, Company
may offset the amount of any claim against any amounts payable hereunder to
Employee or any other amounts payable by Company (or any of its affiliated
corporations) to Employee.
(j) This Agreement constitutes the entire agreement between the
parties hereto with respect to the employment of Employee by the Company
and supersedes all prior agreements, understandings and negotiations, both
written and oral, between the parties hereto. This Agreement may be
modified only by a subsequent written document between Employee and the
Company.
IN WITNESS WHEREOF, Employee and the Company have caused this
Agreement to be executed as of the day and year first written above.
MARLTON TECHNOLOGIES, INC.
_______________________________ By:________________________________
Xxxxxxx X. Xxxx Xxxxxx X. Xxxxxxxx, Chief
Executive Officer
WITNESS:
_______________________________ Attest: ___________________________
Xxxx X. Xxxxxxxx, Secretary
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