EXHIBIT 10.2.5
AGREEMENT
In exchange for the mutual promises described below and such other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, CONDOR SYSTEMS, INC. ("Condor") and Xxxxxx X. Xxxxxxxxx
("Employee") hereby enter into the following Agreement ("Agreement") which is
effective upon the Closing (as defined in the Agreement and Plan of Merger dated
March 8, 1999 pursuant to which WDC Acquisition Corp. will merge with and into
Condor). The Employee shall be employed by Condor under this Agreement
commencing on the date of the Closing and ending on December 31, 2001. This
Agreement is binding upon Condor and its heirs, assignees and successors;
provided that this Agreement will have no force and effect until or unless the
Closing occurs.
Condor agrees to employ Employee as Vice President of Business
Operations and to pay him an annual salary of [$ ] per year, which will be
subject to adjustment based on yearly merit reviews, plus any discretionary
bonuses for which he may be eligible. During his full-time employment with
Condor, Employee will also be eligible to receive all benefits that Condor
offers its full-time employees.
Effective January 1, 2002, Employee will have the option of remaining a
full-time employee, subject to the salary provisions outlined above, or becoming
a part-time employee, subject to the terms and conditions outlined below. As
long as Employee remains continuously employed with Condor after December 31,
2001, this part-time employment option will remain for a period of five (5)
years, up to and including January 1, 2007 such that Employee may elect to
become a part-time employee at any time between January 1, 2002 and January 1,
2007. Regardless of whether Employee elects to remain a full-time employee or
become a part-time employee, this Agreement will terminate at midnight on
January 1, 2007.
Except for the exclusion from its policy of at-will employment, the
terms and conditions of Employee's employment [full-time and part-time] continue
to be governed by the policies and procedures of Condor including those that are
contained in the Employee Handbook. If Condor terminates Employee's full-time
employment without cause prior to December 31, 2001, then Condor agrees to pay
Employee the sum of [$ ]. The parties agree that for purposes of termination
"cause" shall mean: (i) Employee's conviction of any felony or misdemeanor
involving embezzlement, fraud, conversion or misuse of Condor's funds or
resources; (ii) Employee's willful failure or refusal to comply with, or
substantial and consistent disregard for, the employment policies, standards and
regulations of Condor and/or any reasonably given instructions in the course of
employment; (iii) any breach of this Agreement by Employee; (iv) Employee's
failure to obtain or retain any permits, licenses, or approvals which may be
required by any state or local authorities in the
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state of California in order to permit Employee to continue employment as
contemplated by this agreement; (v) any physical or mental incapacity which
prevents Employee from performing his duties under this Agreement for a
consecutive period of 120 days, or for at least 140 days in a period of 200
days; (vi) intentional violations of laws by Employee; and (vii) Employee's
demonstrated performance deficiencies in performing the duties required of him
pursuant to this Agreement.
If Employee terminates his employment with Condor, for any reason,
prior to December 31, 2001, this Agreement will terminate and Condor shall not
be obligated to pay Employee any payment for any period after the termination
date.
As a part-time employee, Employee shall be engaged by Condor to advise
Condor with respect to those issues as Condor shall decide. Employee shall
devote such time, interest, and effort to the performance of this Agreement as
may be fairly and reasonably necessary. During the part-time employment period
of the Agreement, Condor agrees to pay Employee a yearly part-time employment
salary of at least [$ ]for the first year of his part-time employment, and a
minimum variable amount per year thereafter until the termination of this
Agreement. For the remaining years of part-time employment, the variable amount
per year for the part-time employment salary shall equal the yearly fee of the
previous year times a factor equal to (one plus CPI/100), where "CPI" is the
consumer price index of the current year end percent. For such yearly part-time
employment salary, Employee agrees to work a maximum of ten (10) hours per week
on average, over each calendar year. The yearly part-time employment salary
shall be paid bi-weekly and payment of the salary is not contingent on Condor
making a request for advice during the calendar year.
During the part-time employment period of this Agreement, Employee will
be eligible for all benefits available to part-time employees. Subject to any
specific benefit plan constraints, Condor agrees to maintain Employee's health
and dental benefits at a level equal to the level he received as a full-time
employee. During the part-time employment period of this Agreement, Employee
will also continue to receive, subject to any specific plan constraints, a
pro-rata amount of long term disability and life insurance benefits that he
received as a full-time employee. The pro rata amount of these benefits shall be
dependent upon Employee's part-time employment salary.
During the term of the part-time employment period of this Agreement,
at the request of Condor, and upon mutual agreement with Employee, Employee may
work more than five hundred twenty (520) hours per year. For hours worked in
excess of five hundred twenty (520) hours per year, Condor agrees to pay per
hour an amount
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equal to 1.2 times the equivalent hourly rate of the current year (yearly fee
divided by 520).
If Employee voluntarily terminates the part-time employment period of
this Agreement, Condor's obligation for further part-time salary and benefits
shall cease immediately and Condor shall not be obligated to pay Employee any
payment for any period after the termination date. If Condor terminates the
part-time period of this Agreement without cause prior to January 1, 2007,
Condor agrees to pay Employee a lump sum equal to the number of years and any
fraction of year remaining in the part-time employment period of ten years,
times the currently yearly consulting fee. For example, if Condor terminates
Employee's part-time employment on July 1, 2002, and the CPI is four percent
(4%), the lump sum paid shall equal ($[ x 1.04) x 4.5 years, or
$[ ].
Employee agrees not to consult for other companies which may be
competitors of Condor during this Agreement. During the part-time employment
period of this Agreement, Employee agrees to give priority to his employment
with Condor if engaged in consulting work for other non-competitive companies.
Moreover, during the terms of this Agreement, Employee shall not, directly or
indirectly, whether as a consultant, partner, employee, creditor, shareholder,
or otherwise, promote, participate, or engage in any activity or other business
in competition with Condor's business. However, subject to the above
restrictions, during the part-time employment period of this Agreement Employee
shall be free to independently contract with other non-competitive businesses to
provide consulting services. However, in no event shall any other consulting
arrangement interfere with Employee's performance of the duties under this
Agreement.
In the course of this Agreement, Employee will have access to
confidential information and trade secrets relating to Condor's business. In
addition, Employee will have access to information regarding other information
which is protected by proprietary, trademark, confidential information and
possibly covered by applicable patents. Employee will not, without Condor's
prior consent, either during the course of this Agreement or after termination
of the agreement, directly or indirectly disclose to any third person any such
confidential information or trade secret. Nor shall Employee use such
confidential and/or trade secret information to solicit customers for himself or
any other third party. Employee's failure to comply with the provisions of the
preceding sentence shall give Condor the right (in addition to all other
remedies Condor may have) to terminate any benefit or compensation to which
Employee may be otherwise entitled following the termination of this Agreement
and seek injunctive relief.
If during the term of this Agreement, Employee dies, then the Agreement
shall be terminated on the last day of the calendar month of his death.
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This Agreement is made and entered into in the State of California.
California law shall govern the validity and interpretation of the Agreement.
This Agreement sets forth the entire understanding and agreement
between Condor and Employee with respect to the subject matter herein and
supersedes any prior or contemporaneous oral and/or written agreement or
representations, if any, between Condor and Employee. Its terms may not be
modified or supplemented, except by mutual agreement executed by Condor and
Employee.
DATED: EMPLOYEE:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
DATED: CONDOR SYSTEMS, INC.
4/14/99
By: /s/ Xxxx X. Xxxxxxx
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Title: Chief Financial Officer
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