EMPLOYMENT AGREEMENT WITH XXXXXXX X. XXXXXXXX
Parties:
XXXXXXXXX FRANCE, INC. ("Fairchild France") and XXXXXXX X.
XXXXXXXX. All references to "you" shall mean Xxxxxxx X. Xxxxxxxx.
Position:
Your position will be Commercial Manager, reporting directly to the Chief
Operating Officer of The Xxxxxxxxx Corporation ("Fairchild").
Compensation:
Your base salary ("base salary") will be at a rate not less than $90,000 per
year, payable bi-weekly in accordance with Xxxxxxxxx'x usual payroll policies.
Your base salary will be reviewed annually by Xxxxxxxxx France, and
adjustments, if any, to your base salary will be at the discretion of the Board
of Directors of Xxxxxxxxx France.
Other Benefits:
You will be eligible to participate in all Xxxxxxxxx France employee benefit
plans. You shall pay the portion of French social costs and taxes required
to be paid by the employee. Xxxxxxxxx France shall pay the portion required
to be paid by the employee.
Term:
The initial term of your employment shall commence as of January 15,
1995.
Termination:
If your employment shall be terminated, for any reason other than Cause
(as defined below), you shall be entitled to receive as severance the
standard and customary severance package paid by Xxxxxxxxx France to
senior officers employed for a similar time period as you were employed by
Xxxxxxxxx France.
Duties:
As Commercial Manager of Xxxxxxxxx France, you shall perform such
reasonable duties with respect to Xxxxxxxxx France as you shall be directed
to perform by the Chief Operating Officer of Fairchild, the Board of Directors
of Xxxxxxxxx France and the Board of Directors of Fairchild. Your duties will
include, without limitation, making business decisions within the limits of the
corporate purpose of Xxxxxxxxx France, representing Xxxxxxxxx France before
any applicable governmental office and hiring and discharging the
necessary personnel.
Confidentiality:
You shall enter into a Confidentiality Agreement and an Agreement to
Assign to Fairchild inventions and designs, whether patentable or not,
conceived or improved by you during the Initial Term or during any
extension thereof.
Cause:
Your employment may be terminated at any time for Cause, which shall
include (i) conduct, at any time, which has involved criminal dishonesty,
conviction of any felony, or conviction of any lesser crime or offense
involving the property of Fairchild, or any of its affiliates, significant
conflict of interest, serious impropriety, or breach of corporate duty,
misappropriation of any money or other assets or properties of Fairchild, or
that of its subsidiaries or affiliates, (ii) willful violation of specific and
lawful directions form the Xxxxxxxxx'x CEO or its Board of Directors, failure or
refusal to perform services customarily performed by a person in your
office, or as otherwise as specifically required by agreement, or willful
misconduct or gross negligence in connection with the performance of your
duties, (iii) chronic alcoholism or drug addiction, and (iv) any other acts or
conduct inconsistent with the standards of loyalty, integrity or care
reasonably required by Fairchild of its senior management.
Location:
You understand that your obligations under this employment arrangement
will require you to live in or spend considerable time in France.
Conflicting
Arrangements:
You represent and warrant to Fairchild that there is no agreement to which
you are a party or under which you are bound which would prohibit your
employment by Fairchild, or which would in any other manner interfere with
the performance by you of your duties for Fairchild, its affiliates and
subsidiaries.
Governing Law:
Our understandings shall be governed by the laws of France, exclusive of
its choice of law provisions.
Binding Effect:
This Agreement supersedes all prior negotiations and represents the entire
Agreement of the parties, and our signatures hereon will bind us hereto.
This Agreement binds and inures to the benefit of Fairchild, its successors
and assigns.
Accepted: Accepted:
XXXXXXXXX FRANCE, INC.
Xxxxxxx X. Xxxxxxxx Xxxx X. Xxxxx
Vice President
Dated: December 29, 1994 Dated: December 29, 1994
