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AMENDED AND RESTATED
EMPLOYMENT AGREEMENT BETWEEN
MIKRON INSTRUMENT COMPANY, INC.
AND
XXXXXXXXXX XXXXX
Agreement dated December 20, 1996 by and between MIKRON INSTRUMENT COMPANY,
INC. (The "Employer") and XXXXXXXXXX XXXXX (the "Employee").
1. Employment. The Employer employs the Employee and the Employee accepts
employment upon the terms and conditions of this Agreement.
2. Terms. The term of this Agreement shall commence on January 1, 1996 and
shall terminate on December 31, 2001. The Employee shall have the right to
extend this Agreement for an additional period of two years upon written notice
to the Employer given not less than six month prior to December 31, 2001.
3. Compensation. For all services rendered by the Employee, the Employer
shall pay the Employee a salary as follows:
a. For the calendar year 1996: 1st. 10 months, $112,500./year
last 2 months, $127,000./year
b. For the calendar year 1997: $127,000./year
c. For the calendar year 1998: $130,000./year
d. For the calendar year 1999: $135,000./year
e. For the calendar year 2000: $140,000./year
f. For the calendar year 2001: $150,000./year
The aforementioned salaries shall be payable in equal bi-weekly installments.
Such payments shall be subject to withholding and other applicable taxes.
4. Duties. The Employee shall perform such duties as may be prescribed by
the Employer from time to time.
5. Extent of Services. The Employee shall devote his entire time, attention
and energies to the Employer's business and shall not
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during the term of this Agreement be engaged in any other business activity
whether or not pursued for gain, profit or pecuniary advantage. However, the
Employer may invest his assets in such form or manner as will not require his
services in the operation of the affairs of the Company in which such
investments are made.
6. Working Facilities. The Employee shall have a private office,
stenographic and other assistants in help and such facilities and services as
are suitable to his position and appropriate for the performance of his duties.
7. Expenses. The Employee may incur reasonable expenses for promoting the
Employer's business including expenses for entertainment, travel and similar
items. The Employer will reimburse the Employee for all such expenses upon the
Employee's periodic presentation of an itemized account of such expenditures.
The Employer shall also authorize the Employee to utilize such credit cards as
may be necessary or required in the pursuit of business expenses which shall be
then paid directly by the Employer.
8. Vacations. The Employee shall be entitled each year to a vacation of no
less than twenty (20) working days during which his compensation shall be paid
in full. The precise duration and timing of said vacation shall be determined
by the Employer and the Employee by mutual agreement. In the event the Employee
would not use his entire four weeks of vacation, Employer will compensate him
monetarily with the same rate as Employee's regular salary.
9. Disability. If the Employee is unable to perform his usual and customary
duties by reason of illness or incapacity for a continuous period of up to 180
days, Employer shall continue to pay to Employee his regular salary as herein
defined. Thereafter,
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Employer shall have no additional obligation to pay Employee any salary and may
terminate the obligation to pay salary pursuant to this Employment Agreement.
10. Insurance. The Employer shall furnish to the Employee at no cost, basic
medical and hospital insurance and major medical insurance pursuant to a plan to
be adopted by the Employer. The Employer shall also reimburse to the Employee
any expenses incurred by the Employee or his immediate family for medical,
doctor, hospital, dental or pharmaceutical expenses which are not reimburses or
paid to the Employee or for his benefit by the insurance plans adopted by the
Employer.
Employer shall furnish to the Employee at no additional cost, a prime
contract of disability insurance with 180 days waiting period, to provide
disability income benefits to Employee to age 65 in the amount of no less than
fifty (50%) percent of the annual gross compensation paid by the Employer to
Employee.
Employer shall provide Employee with a life insurance policy or policies
having a total death benefit on One Million Dollars if Employee is not medically
rated. Employee shall have the right to designate and change the beneficiary
thereof from time to time.
11. Vehicles. During the term of this Agreement the Employer shall
furnish for the use of the Employee a suitable automobile for use on Company
business. The Employer may require that the Employee keep the vehicle overnight
at his home in order to afford accessibility to the Employee's duties at the
beginning and termination of each business day. All expenses of the vehicles
shall be billed directly to the Employer and be paid directly by the Employer
from its account.
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12. Deferred Compensation. If Employee becomes disabled pursuant to the
terms of paragraph nine (9) and as a result of such disability, Employee retires
or dies at any time during the period of employment covered by this Agreement,
Employer will pay to Employee or his estate fifty (50%) percent of the total
amount of the last three years' salary of Employee in equal annual installments
over a term of three (3) years. The first installment to be paid with ninety
(90) days of the date of the event actuating the payments pursuant to this
paragraph and annually thereafter on the same date.
13. Inventions. If the Employee, through creative thinking, is able to
invent new technique or process using principles of infrared thermometry which
would result in patent application and subsequently successful patent rights
when there exists a substantial marketing potential, Employee will engage with
the Employer in a separate agreement for proper compensation.
14. Performance Review. Employer shall review Employee's performance
annually at the end of each calendar year with a view to authorizing increased
compensation, benefits or bonus to Employee based on the Company and Employee's
performance.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals on this 20th day of December, 1996.
Attest:
/s/ XXXXXXXXXX XXXXX
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XXXXXXXXXX XXXXX, PRESIDENT
/s/ XXXX XX
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XXXX XX, TREASURER/ASST. SECRETARY
