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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the
12th day of June 1998, by and between Airport Systems International, Inc. (the
"Company") and Xxxxxxx X. Xxxxxxxxx, an individual ("Employee").
WHEREAS, the Company desires to employ Employee in the capacity
described herein and Employee desires to work for the Company in such capacity;
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements herein contained, Employee and the Company agree
as follows:
1. Period of Employment. Subject to earlier termination as provided for
in Section 6 hereof, the Company hereby employs Employee, and Employee hereby
accepts such employment, for a period of two years, beginning on the date of
this Agreement and continuing until the close of business on the second
anniversary of the date of this Agreement.
2. Duties of Employee. Employee shall devote his full time and
attention to the business of the Company in the Company's Kansas office.
Employee shall be employed as the Vice President of Engineering; and he shall
perform such duties as shall be assigned to him by the President and Board of
Directors of the Company and as are normally incident to such office. Employee
shall comply with all policies and procedures of the Company and use his best
efforts on behalf of the Company.
3. Compensation. During the period of Employee's employment, the
Company shall pay Employee a salary at the rate of not less than $110,000 per
annum, payable in arrears in equal bi-weekly installments on every other Friday.
The Employee will receive an annual performance review. The Board of Directors
of the Company shall annually review such performance review and salary and,
based upon the performance of Employee and the financial results and condition
of the Company, in its sole discretion, may increase (but not decrease) such
salary. At the beginning of each fiscal year, a bonus plan shall be established
by the board of directors based on Company performance goals. At the end of each
fiscal year the Employee shall receive a bonus based upon performance against
the established plan. The bonus plan for the first year is attached to this
agreement.
4. Benefit Plans. During the term of Employee's employment, Employee
shall be entitled to participate in and receive the benefits of any retirement,
insurance, hospitalization, health or similar plan currently in effect or
hereafter adopted by the Company for the benefit of its key employees.
5. Reimbursements. The Company shall reimburse Employee for reasonable
travel and entertainment expenses incurred by him on behalf of the Company,
subject to the limitations,
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approval, and substantiation requirements and other procedures from time to time
established by the Company.
6. Termination.
(a) Definitions.
(i) "Cause". The term "Cause" shall mean:
(A) Material fraud or dishonesty of Employee
in the fulfillment of his duties as an employee of
the Company, including, without limitation,
embezzlement of Company funds; or
(B) Conviction of a felony under any
applicable criminal code or statute.
(ii) "Disability". The term "Disability" shall mean
the inability of Employee substantially to perform his duties
hereunder during any continuous period of more than six (6)
months or for an aggregate period of one hundred eighty (180)
days in any 365-day period, if after the expiration of such
period, a qualified physician selected by the Company
determines that Employee will be unable substantially to
perform his duties hereunder for an indefinite additional
period of time.
(b) Termination. At any time during the term of this
Agreement, the Company, at its option, may terminate Employee's
employment hereunder upon written notice (i) for Cause, (ii) if
Employee suffers a Disability, or (iii) if Employee dies. If Employee
is terminated pursuant to the preceding sentence, or if Employee quits
the employment of the Company, the Company shall be relieved of any
obligation hereunder except for the payment of any salary for periods
worked but for which salary has not been paid, the reimbursement of
reasonable expenses theretofore incurred in the course of employment
and accrued benefits.
(c) Termination Payment. If Employee is terminated by the
Company for any reason other than (i) for Cause, (ii) because Employee
suffers a Disability, (iii) because Employee dies; or (iv) because of a
transaction as identified in section 7, then the Company shall pay
Employee an amount equal to the product of his monthly base salary
multiplied by the number of months remaining in the two year period of
employment set forth in Section 1 hereof; payable in monthly
installments equal to his monthly base salary at the time of
termination, beginning on the first day of the month following such
termination and continuing until the full amount has been paid.
Payments will be reduced by the amount the Employee is paid from others
for services during the payment period. Employee agrees that such
payments shall be his sole remedy for termination of
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employment with the Company except for any payments made under section
7 of this agreement.
7. Significant Corporate Transaction
In the past the Company has discussed with your current (immediately
prior to joining the Company) employer (referred to herein as "Employer") the
possibility of a significant corporate transaction. Although these discussions
have not resulted in the execution of a definitive agreement, the parties may,
at some point in the future resume negotiations. Those negotiations could result
in a significant corporate transaction.
The Company agrees that if: (a) you become an employee of the Company, (b) the
Company and Employer subsequently consummate a significant corporate
transaction, and (c) your employment with the Company is terminated, or you are
demoted (i) less than three months before, or (ii) within one year after such
transaction, then the Company will pay you a severance payment ("the Severance
Payment") in addition to any other compensation that may be payable to you at
the time of termination of your employment with the Company.
The Severance Payment will be in an amount equal to the greater of (a) the
aggregate of all remaining salary payments that would be due to you had you
remained a Company employee for three years from the date you commenced work
with the Company or (b) two years worth of salary payments. The severance
payment shall be payable within thirty (30) days of the time of termination of
employment with the Company.
Further the Company agrees to indemnify you from litigation resulting from any
claim brought by Employer resulting from your employment with the Company. This
agreement is based upon your representation that you have no agreement with
Employer that would prohibit or restrict your employment with the Company.
8. Non-Disclosure and Covenant Not to Compete.
(a) Non-Disclosure. During the term of this Agreement and from
and after the termination of this Agreement, Employee shall not, except
as required by law or to perform his duties under this Agreement,
divulge, disclose or communicate to any person, firm or corporation,
any "confidential information". The term "confidential information"
includes without limitation, information and know-how about the
business of the Company (or any division, subsidiary, stockholder, or
affiliate of the Company) including but not limited to, methods of
operation, cost or pricing information, product development,
technology, processes, plans, research data, prospect files, customer
lists, marketing or bid information, or supplier lists, excluding such
information that was in the public domain at the time it was acquired
by Employee or which comes into the public domain otherwise than
through a disclosure by a person or entity owing a duty of
confidentiality to the
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Company or any stockholder, subsidiary, or other affiliate of the
Company. If confidential information is contained in any document or
writing or is fixed in any other tangible form, magnetically,
electronically or otherwise, and if such confidential information is in
Employee's possession or under his control, he shall return such
information and any copies thereof to the Company upon termination of
his employment. Employee shall not directly or indirectly, take, copy,
or transfer, in any manner whatsoever, any of the business records or
confidential information of the Company (or any division, subsidiary,
stockholder or affiliate of the Company). If Employee becomes aware of
the possession of confidential information by individuals other than
employees of the Company, he shall promptly bring such matter to the
attention of the board of directors of the Company.
(b) Non-Compete. While employed by the company and for a
period of up to one year, or until the date of the last termination
payment under 6(c) if termination payments are made, thereafter
Employee shall not, directly or indirectly:
(i) Engage (whether for compensation or without
compensation) as an individual proprietor, partner,
stockholder, officer, employee, director, consultant, joint
venturer, lender, or in any other capacity whatsoever
(otherwise than as the holder of no more than 1% of the total
outstanding stock of a publicly held company) in any business
activity or business activities that compete for customers for
the design, manufacture, or sale of ground based navigation
aids; or any other business at the time of termination engaged
in by the Company (or any division, subsidiary stockholder, or
affiliate of the Company).
(ii) Either for himself or for any other person, firm
or corporation, solicit, divert or take away or attempt to
solicit, divert or take away any person, firm or corporation
who was or is a customer, supplier, prospective customer, or
agent of the Company (or any division, subsidiary, stockholder
or affiliate of the Company); or
(iii) Recruit, attempt to induce, induce or in any
way influence any person who is engaged by the Company (or any
division, subsidiary, stockholder, or affiliate of the
Company) as an employee, agent, independent contractor, or
otherwise, to terminate his or her engagement or to engage or
otherwise participate in a business activity directly or
indirectly competitive with the Company (or any division,
subsidiary, stockholder, or affiliate of the Company).
(c) Scope of Restrictions. The restrictions set forth in this
Section 8 are considered by the parties to be reasonable. However, if
any such restriction is found to be unenforceable because it extends
for too long a period of time or over too great a range of activities
or in too broad a geographic area, it shall be interpreted to extend
only over the maximum period of time, range of activities or geographic
area as to what it may be enforceable.
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(d) Remedies. In the event of a breach or a threatened breach
of this Section 8, the Company shall be entitled to an injunction
restraining Employee from committing or continuing such breach, as well
as to any and all other legal and equitable remedies permitted by law.
8. Miscellaneous.
(a) Arbitration. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof, including but not
limited to any dispute regarding the determination of "Cause" under
Section 6 hereof, shall be settled by arbitration in Overland Park,
Kansas, in accordance with the rules of the American Arbitration
Association.
(b) Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties, the successors and
assigns of the Company, and the heirs, executors, administrators,
successors and assigns of Employee. Employee shall have no right to
delegate his duties or to assign his rights under this Agreement.
(c) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Kansas.
(d) Notice. Any notice required to be sent hereunder shall be
deemed to be received on the date such notice is delivered in writing
by hand against receipt or mailed, postage prepaid, by United States
certified or registered mail, return receipt requested, to the address
of the company or Employee, respectively, as follows (or at such
change of address as one party notified the other in writing):
(1) Company:
Airport Systems International, Inc.
00000 Xxxx 00xx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxx 00000
with a copy to:
Xxxxxxxxx Xxxxxxx Xxxxxxx Weary
& Xxxxxxxx LLP
Two Pershing Square, Suite 1100
0000 Xxxx Xxxxxx
P.O. Box 419777
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
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(2) Employee:
Xxxxxxx X. Xxxxxxxxx
(e) Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall constitute one and the same
agreement, and each of which shall be deemed an original.
(f) Exhibits. All exhibits attached hereto are hereby
incorporated into this Agreement.
(g) Waivers. No waiver of any breach of any provision hereof
shall operate as a waiver of any other breach of the same or any other
provision hereof.
(h) Severability. Invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(i) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto concerning the employment of
Employee by the Company and supersedes and cancels any and all prior
understandings between Employee and the Company, if any, concerning the
employment of Employee. This Agreement may only be amended in writing
signed by both parties.
(j) Headings. The headings contained in this Agreement are for
convenience only and shall not be considered in construing or
interpreting any provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
THIS CONTRACT CONTAINS A
BINDING ARBITRATION
PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES
Airport Systems International, Inc.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: President and Chief Executive Officer
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Date: June 12, 1998
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EMPLOYEE
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Date: June 12, 1998
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