EXHIBIT 10.8
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of this 19th day of September,
1996 between Micronetics Wireless, Inc., a Delaware corporation
(hereinafter called the "Company") with offices at 00 Xxxxxxxxx
Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000, and XXXXXXX X. XXXXX, residing
at Xxx Xxx Xxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 (hereinafter
called the "Executive").
W I T N E S S E T H
WHEREAS, the Company manufactures and markets specialized
radio frequency components and test equipment for wireless
communication systems.
WHEREAS, the Company and the Executive desire to enter into an
agreement to memorialize their understandings with regard to the
employment of the Executive by the Company.
NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree
as follows:
1. Employment Term. The Company hereby agrees to
employ the Executive and the Executive agrees to enter the employ
of the Company on the terms and conditions set forth below for a
term commencing on the date hereof (the "Commencement Date"), and
terminating September 19, 2001 unless sooner terminated (such term
of this Agreement is herein referred to as the "Term").
2. Compensation. For the full, prompt and faithful
performance of all of the duties and services to be performed by
Executive hereunder, the Company agrees to pay, and the Executive
agrees to accept, a base salary at the rate of $50,000 per annum
during the Term plus three percent (3%) of the Company's pre-tax
profits up to the levels reported in the prior fiscal year and five
percent (5%) of any such profits in excess of such amount. In
addition, the Executive shall receive an automobile allowance of
$500 per month during the term of this Agreement.
3. Duties. Subject to the authority, control and
direction of the Board of Directors of the Company, the Executive
shall be appointed President of the Company, and the Executive will
perform such duties and services in a location as determined by the
Executive commensurate with his position as President of the
Company, including such duties as may from time to time be assigned
to him by the Board of Directors. It is understood and
acknowledged that the Executive shall have the right to conduct
such activities in the time he determines for such activities and
it is contemplated that such activities will not take all of his
business time. Also, the Executive shall be entitled to engage
Xxxxx & Banner as attorneys for the Company and pay such attorneys'
fees as the Company shall incur. Also, the Executive shall be
entitled to conduct any non-competitive activities with such other
firms as he shall see fit.
4. Vacation. The Executive shall be entitled to four
weeks of vacation per year during the Term, which shall be taken at
such time or times as shall be mutually determined by the Company
and the Executive.
5. Death. In the event of the death of the Executive
during the Term or any extension thereof, the employment of the
Executive hereunder shall terminate and come to an end on the last
day of the month three months following the death of the Executive.
The estate of the Executive (or such persons as the Executive shall
designate in writing) shall be entitled to receive, and the Company
agrees to pay, the compensation of the Executive earned pursuant to
this Agreement up to the end of the three month period in which
such death occurs.
6. Disability. In the event that the Executive shall,
because of illness or incapacity, physical or mental, be unable to
perform the duties and services to be performed by him hereunder
for a consecutive period of six months, or nine months during any
twelve month period, the Company may terminate the employment of
the Executive hereunder after the expiration of such period. The
Executive shall be entitled to receive the compensation earned
pursuant to this Agreement up to the date of such termination.
7. Administration; Expenses. The Executive shall
report to the Board of Directors of the Company, or to a person
designated by the Board of Directors, at such intervals as may be
determined from time to time. The Executive shall be reimbursed by
the Company for all expenses reasonably incurred by him on behalf
of the Company in accordance with the Company's standard policies
with respect thereto.
8. Restrictive Covenants.
8.1 Inventions. Any program, discovery, process,
design, invention or improvement which the Executive makes or
develops during his employment by the Company, whether or not
during regular working hours or in connection with the Company's
business or research activities as then conducted or contemplated,
shall belong to the Company and shall be promptly disclosed to the
Company. During the Executive's employment and for a period of two
years thereafter, the Executive shall, without additional
compensation, execute and deliver to the Company any instruments of
transfer and take such other action as the Company may request to
carry out the provisions of this Section 8.1, including without
limitation, filing, at the Company's expense, patent applications
for anything covered by this Section 8.1 and the prompt assignment
of the same to the Company.
8.2 Nondisclosure. The Executive covenants and agrees
for a period of one year following the termination of his
employment with the Company, he will not, directly or indirectly,
during or after the term of employment disclose to any person not
authorized by the Company to receive or use such information,
except for the sole benefit of the Company, any of the Company's
confidential or proprietary data, information, designs, styles, or
techniques, including customer lists. Notwithstanding the
foregoing, this applies solely to information that is not generally
known to anyone other than the Company, its Board of Directors or
its employees.
8.3 If any term of this Article 8 is found by any court
having jurisdiction to be too broad, then and in that case, such
term shall nevertheless remain effective, but shall be considered
amended (as to the time or area or otherwise, as the case may be)
to a point considered by said court as reasonable, and as so
amended shall be fully enforceable.
8.4 In the event that the Executive shall violate any
provision of this Agreement (including but not limited to the
provisions of this Article 8) the Executive hereby consents to the
granting of a temporary or permanent injunction against him by any
court of competent jurisdiction prohibiting him from violating any
provision of this Agreement. In any proceeding for an injunction,
the Executive agrees that his ability to answer in damages shall
not be a bar or interposed as a defense to the granting of such
temporary or permanent injunction against the Executive. The
Executive further agrees that the Company will not have an adequate
remedy at law in the event of any breach by Executive hereunder and
that the Company will suffer irreparable damage and injury if the
Executive breaches any of the provisions of this Agreement.
9. Termination for Cause. The Company may terminate
the Executive's employment without liability (other than for
payments accrued to the date of termination) if the Executive's
employment is terminated "for cause". The term "for cause" shall,
for the purposes of this Agreement, mean (i) a material breach by
the Executive of the provisions of this Agreement, (ii) the
commission by the Executive of a fraud against the Company or the
conviction of the Executive for aiding or abetting, or the
commission of, a felony or of a fraud or a crime involving moral
turpitude or a business crime, (iii) the knowing possession or use
of illegal drugs or prohibited substances, the excessive drinking
of alcoholic beverages which impairs the Executive's ability to
perform his duties hereunder, and (iv) being under the influence of
such drugs, substances or alcohol during the Executive's hours of
employment. In the event of such termination for cause, Executive
shall be entitled to receive the compensation provided for pursuant
hereto up to the date of such termination.
10. No Impediments. The Executive warrants and
represents that he is free to enter into this Agreement and to
perform the services contemplated thereby and that such actions
will not constitute a breach of, or default under, any existing
agreement.
11. No Waiver. The failure of any of the parties hereto
to enforce any provision hereof on any occasion shall not be deemed
to be a waiver of any preceding or succeeding breach of such
provision or of any other provision.
12. Entire Agreement. This Agreement constitutes the
entire agreement and understanding of the parties hereto and no
amendment, modification or waiver of any provision herein shall be
effective unless in writing, executed by the party charged
therewith.
13. Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with and shall be governed
by the laws of the State of New York applicable to agreements to be
wholly performed therein.
14. Binding Effect. This Agreement shall bind and inure
to the benefit of the parties, their successors and assigns.
15. Assignment and Delegation of Duties. This Agreement
may not be assigned by the parties hereto except that the Company
shall have the right to assign this Agreement in connection with a
sale or transfer of all or substantially all of its assets, a
merger or consolidation. This Agreement is in the nature of a
personal services contract and the duties imposed hereby are non-
delegable.
16. Paragraph Headings. The paragraph headings herein
have been inserted for convenience of reference only and shall in
no way modify or restrict any of the terms or provisions hereof.
17. Notices. Any notice under the provisions of this
Agreement shall be given by registered or certified mail, return
receipt requested, directed to the addresses set forth above,
unless notice of a new address has been sent pursuant to the terms
of this paragraph.
18. Unenforceability; Severability. If any provision of
this Agreement is found to be void or unenforceable by a court of
competent jurisdiction, the remaining provisions of this Agreement,
shall, nevertheless, be binding upon the parties with the same
force and effect as though the unenforceable part has been severed
and deleted.
19. Counterparts. This Agreement may be executed in one
or more counterparts, all of which shall be deemed to be duplicate
originals.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
MICRONETICS WIRELESS, INC.
By: s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
WPDOCS\MICRO\EMP-AGR.RSK
