ASSEMBLY AND MANUFACTURING SYSTEMS EXECUTIVE EMPLOYMENT AGREEMENT
This Assembly and Manufacturing Systems Executive Employment Agreement
("Agreement") is effective as of the day of ,1996 (the Effective
Date), by and between Assembly and Manufacturing Systems, a California
Corporation ("AMS"), and, an individual ("Employee").
In consideration of the mutual agreements and the promises herein contained,
the parties hereto agree as follows:
1. Employment. AMS hereby employs Employee and Employee hereby accepts
employment with AMS on the terms and conditions set forth in this Agreement.
2. Term of Employment. The term of this Agreement shall commence on the
Effective Date and terminate on December 31, 1997, provided notice of
termination by Employer is given in writing Ninety (90) days prior to
the initial termination or any extended termination date, and provided
further, that the Agreement has not already been terminated earlier
pursuant to Section 5. If the Agreement is not so terminated at the end
of the original term or any succeeding term, and the Agreement has
year period. Notwithstanding the above, in the event that AMS is acquired,
merged into another corporation, or there is a change of management control
at AMS brought about by a chance in the composition of the board of
directors, then this Agreement shall be extended on the date of such
change of management control for an additional one (1) year term, subject
to termination and renewal as described above.
3. Duties. Employee shall devote his full productive time to the duties
assigned to him. Full "productive time" is hereby defined as that time
reasonably necessary to perform his required duties in a timely manner,
but not less than forty (40) hours per week, for fifty-two (52) weeks per
year, less holidays, sick leave, and vacation time in accordance with the
then-prevailing policies of AMS as set forth in the AMS Employee Handbook,
which is hereby incorporated herein by this reference.
4. Compensation. As full compensation for Employee's services hereunder,
AMS agrees to pay Employee the following:
(a) Employee shall receive a salary in the amount set forth in Exhibit A,
attached hereto and incorporated herein, for the first year of this
Agreement, payable weekly. Employee shall also be covered by AMS's group
medical insurance, and such other group benefits granted to employees
pursuant to the then prevailing policies of AMS.
(b) As incentive compensation, SGI Warrants in an amount to be decided
in the sole discretion of SGI's Board of Directors.
(c) As further incentive compensation, such bonuses and benefits as AMS'
Board of Directors, in its sole discretion, shall determine.
(d) Compensation shall be reviewed by AMS and Employee at least annually.
5. Involuntary Termination. This Agreement shall be deemed terminated
and the employment relationship between AMS and Employee severed upon the
occurrence of any of the following:
(a) Employee dies.
(b) Employee fails or refuses to faithfully and diligently perform the
usual customary duties of his employment or adhere to the reasonable
policies, standards, and regulations of AMS, which from time to time may
be established.
(c) Employee is discharged by AMS for cause.
6. Voluntary Termination. Employee may voluntarily terminate at any time
by giving Employer two week written notice of termination.
7. Rights Upon Termination. In the event this Agreement is terminated,
any amount due to Employee shall be prorated as of the date of termination
and paid to the Employee, or to his estate, as appropriate.
8. General Relationship. Employee shall be considered an employee of
AMS within the meaning of all federal, state, and local laws and regulations
including, but not limited to, laws and regulations governing unemployment
insurance, workmen's compensation, industrial accident, labor and taxes.
9. Assignment. This Agreement cannot be assigned by either party.
10. Severability. In the event that any of the provisions of this
Agreement are deemed to be invalid or unenforceable, the same shall be
deemed severable from and shall not cause the invalidity of the remainder
of this Agreement.
11. Prior Agreements. This Agreement contains the sole and entire
agreement between the parties with respect to the entire subject matter
hereof, and any and all prior discussions, negotiations, commitments,
understandings and agreements relating thereto are hereby superseded
and terminated as of the Effective Date. No representations, whether
written or oral, express or implied, other than those contained herein,
have been made by any party hereto.
12. Notices. All notices, requests, demands and other communications
required or permitted by this Agreement shall be in writing and shall
be deemed to have been duly delivered upon:
(i) personal delivery to the party to whom such notice is to be given;
or (ii) five (5) business days after deposit in the United States mail,
first class postage prepaid and properly addressed to such party.
13. Miscellaneous.
(a) The failure of either party at any time to require performance by
in accordance with the strict terms of this Agreement shall in no way
effect such party's rights thereafter to enforce the same, nor shall
the waiver of any breach of any provision hereof be held to be a waiver
of any succeeding breach of any provision or a waiver of the provision
itself.
(b) This Agreement cannot be modified except by a writing signed by
the parties.
(c) This Agreement shall be interpreted in accordance with the laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed at Simi Valley, California.
Assembly & Manufacturing Systems,
A California Corporation
By: /s/ /s/
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Xxxxxx X. Xxxxxx, Chairman/CEO Employee
Exhibit 4.22
