EXHIBIT 10.23
COMPENSATION AGREEMENT
This Compensation Agreement ("Agreement") between Xxxx X. Xxxxxxxxxx and Kontron
Mobile Computing ("KMC"), Xxxx Xxxxxxx, XX 00000, takes effect upon the
termination of Xx. Xxxxxxxxxx for any reason, excluding voluntary resignation
unless such voluntary resignation is at the request of KMC. This agreement has
an effective date of January 1, 2004.
The obligation of this Agreement transfers with any future change of ownership
of Kontron Mobile Computing, Inc.
In return for consultative services (as agreed to at a later date by the parties
to this Agreement) to be performed by Xx. Xxxxxxxxxx for a period of up to six
months following his termination from KMC, he shall be compensated as follows:
1. A lump sum payment of 34 weeks salary;
2. A lump sum payment equal to 50% of the total incentive compensation paid to
Xx. Xxxxxxxxxx during the prior four quarters;
3. Continued participation in KMC's health and dental insurance plans for
twelve months. This participation shall be on the same terms as if Xx.
Xxxxxxxxxx was still employed by KMC (Xx. Xxxxxxxxxx pays the employee
share of the premiums and KMC pays the employer's share as if Xx.
Xxxxxxxxxx was a full-time employee) and after twelve months, COBRA
coverage will apply for an additional six months;
4. KMC may terminate this Agreement immediately, by written notice to Xx.
Xxxxxxxxxx, on "Good Cause." For purposes of this Agreement, "Good Cause"
shall mean:
(i) neglect or misconduct by Xx. Xxxxxxxxxx in connection with any of his
duties, or the repeated failure to carry out lawful and reasonable
orders of KMC, which in any of these cases, in the reasonable judgment
of the Board, is willful and deliberate and which is not cured within
a reasonable period after Xx. Xxxxxxxxxx'x receipt of written notice
thereof from KMC, unless such neglect, misconduct or failure is not of
the type that reasonably may be cured;
(ii) any absence from Xx. Xxxxxxxxxx'x regular, full-time employment in
excess of three weeks that is not due to vacation, bona fide illness,
disability, death or other reason expressly authorized by the Board.
5. This Agreement shall terminate immediately upon Xx. Xxxxxxxxxx'x death, or
in the event of Xx. Xxxxxxxxxx'x continuous disability, which disability
prevents him from substantially performing his duties, one year from the
commencement of such disability;
6. This Agreement may be terminated at any time by mutual agreement of Xx.
Xxxxxxxxxx and KMC.
Agreed to:
Kontron Mobile Computing, Inc.
/s/ Xxxxxx Xxxxxxxx /s/ Xxxx X. Xxxxxxxxxx
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Xxxxxx Xxxxxxxx, CEO Xxxx X. Xxxxxxxxxx, President
January 1, 2004 January 1, 2004
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Date Date
