July 10, 1996
Xx. Xxxxxx X. Xxxxxxxx
c/o SCIENCE MANAGEMENT CORPORATION
000 Xxxxx 000-000
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Dear Xxxxxx:
This letter will confirm our agreement with respect to your responsibilities and
personal remuneration as Vice President/Administration & Secretary of Science
Management Corporation and is effective for the three year period beginning as
of the effective date of the Corporation's approved Plan of Reorganization,
renewable with the agreement of both parties.
Base Salary
-----------
Effective as of the effective date of the Plan of Reorganization, you will be
paid an annual base salary of not less than $74,225 per annum. Such salary shall
be subject to annual review by the Chairman, President & Chief Executive Officer
and ratification by the Board of Directors.
Discretionary Bonus
-------------------
In addition, you will be eligible to receive an annual discretionary bonus up to
10% of your base salary which shall be recommended to the Board by me and will
be subject to the Board's approval.
Employee Benefits
-----------------
You will be eligible to continue to participate in various benefit plans offered
by the Company. Such plans currently include:
1. A completely company-paid life insurance policy in an amount equal to
twice your annual rate of base salary.
2. Health and Dental Insurance. The Company provides a comprehensive
medical and dental insurance plan to employees for single or single
and dependent coverage.
Xx. Xxxxxx X. Xxxxxxxx
July 10, 1996
Page 2
As an alternative, you may choose to enroll in a Health Maintenance
Organization (HMO) if SMC offers one in your geographic area.
3. A completely company-paid, long-term disability benefit that covers
you during travel for the company in the amount of $100,000.
4. A completely paid long-term disability benefit program. If disability,
as a result of sickness or accident arises either off the job or on
the job, you will be eligible for benefits equaling 60% of your basic
monthly salary to a maximum benefit of $6,000 per month after such
disability has precluded the performance of duties for a period of 90
days.
5. Company-paid vacation and holidays in accordance with our standard
policy.
6. The SMC Employee Capital Accumulation Plan, 401(k).
Expenses
--------
All business expenses must be fully documented with appropriate receipts and
submitted to me for approval prior to reimbursement in accordance with the
Company's usual practices.
Termination
-----------
Your employment may be terminated by the Company at any time, with or without
cause. In the event of your termination of employment by the Company, without
cause, your base salary will be paid to the end of the sixth month following
which notice of termination was given. If, however, during such period of notice
of termination, you should earn a salary or other compensation from your
personal employment by another firm or individual, you agree to report such
earnings to Science Management Corporation and such earnings shall be credited
against termination payments made by the Corporation.
Xx. Xxxxxx X. Xxxxxxxx
July 10, 1996
Page 3
In addition, in the event of your termination without cause prior to the
expiration of three years from the first date of your employment term hereunder,
you shall receive an additional sum of $5,000 per year (or such proportional
share thereof) for each year left on your employment agreement, payable within
30 days following such termination. Your rights, should you claim you have been
wrongfully terminated, shall be limited to the amount payable pursuant to this
paragraph.
Confidentiality
---------------
You also agree that you will not at any time, either directly or indirectly,
disclose to or utilize on behalf of yourself or any other individual or entity
any trade secrets or confidential information of the Company and its
subsidiaries, including, without limitation, customer names and information,
financial information, marketing plans or strategies, projections, discoveries,
ideas, designs, research and development materials, processes, procedures or
know-how. Upon expiration of your employment with the Company, you will return
to the Company any and all documentation containing or pertaining to trade
secrets or confidential information of the Company.
Applicable Law
--------------
This letter agreement shall be governed by and construed under the laws of the
State of New Jersey.
Please sign and return one copy of this letter agreement.
Sincerely,
Xxxxx X. Xxxxxxxx, Xx.
Chairman, President and
Chief Executive Officer
