EXHIBIT 10.2
November 20, 1995
Xx. Xxxxx X. Xxxxxxxx
00000 Xxxxxxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
RE: Employment and Executive Stock Agreement
Dear Xx. Xxxxxxxx:
This Employment and Executive Stock Agreement (the "Agreement") is made and
entered into as of the date hereof by and between GDE Systems, Inc., a Delaware
corporation (the "Company"), and Xx. Xxxxx X. Xxxxxxxx (the "Executive"). The
Company hereby agrees to employ Executive, and Executive hereby agrees to be
employed by the Company, in accordance with the terms, covenants, and
conditions hereinafter set forth.
1. Term of Employment.
(a) This Agreement and Executive's employment hereunder shall
commence on November 20, 1995, and shall terminate on November
20, 1997, unless sooner terminated in accordance with
Paragraph 9. The period during which Executive is employed
under this Agreement shall be referred to herein as the "Term
of Employment."
(b) The date on which Executive's employment hereunder shall
terminate, determined without regard to Paragraph 9, shall be
referred to herein as the Expiration Date."
2. Duties During Employment. Executive shall serve as the Chief
Executive Officer and President of the Company and, subject to
appointment and annual re-election as provided in Paragraph 7,
as a member of the Board of Directors (the "Board"), and shall
do and perform all services, acts, or things customary,
necessary, or advisable to fulfill the duties associated with
his position, subject to policies established by the Board,
and shall perform such other duties of an executive character
as the Board may assign to him from time to time.
3. Extent of Services During Employment. Executive shall devote
substantially all of his energies, interest, abilities, and productive
time to the business of the Company and shall not be engaged in any
other business activity other than that
required of him in connection with his positions with the Company
described in Paragraph 2. The foregoing shall not prevent Executive
from investing his personal assets in other businesses or ventures to
the extent that such other businesses or ventures do not require
substantial services on his part or otherwise materially interfere
with the performance of his duties hereunder. Executive shall not,
without the Company's prior written consent, render to others services
of any kind that would materially interfere with the performance of
his duties hereunder.
4. Place of Employment. Executive's principal place of employment shall
be at the principal offices of the Company in the San Diego,
California area. Notwithstanding the foregoing, Executive shall
undertake normal business travel on behalf of the Company, the
expenses of which shall be paid by the Company.
5. Compensation.
(a) Subject to subparagraph (b) hereof, for Executive's services
hereunder, the Company shall pay to Executive in cash base
salary at an annual rate of $212,000 through December 31,
1995. Such base salary shall be payable not less frequently
than semi-monthly in accordance with the Company's executive
compensation practices.
(b) The annual rate of Executive's base salary set forth in
subparagraph (a) shall be adjusted upward, but not downward,
on the first day of each calendar year beginning January 1,
1996 (the "Adjustment Date") as determined by the Board of
Directors of the Company (without participation of the
Executive).
(c) In addition, the Company shall pay to Executive in cash a
bonus with respect to each calendar year during the Term of
Employment. The amount of each such bonus shall be determined
in the discretion of the Board (acting without participation
by Executive); provided, however, that each such bonus shall
be not less than $100,000. The bonus with respect to any
calendar year shall be paid within 75 days after such calendar
year.
(d) Tracor, at its sole discretion, may grant options, restricted
stock, and/or performance awards to the Executive pursuant to
such programs at any time during the Term of Employment.
6. Benefits and Expense Reimbursements; Office Support. During the Term
of Employment, the Company shall provide Executive with the following
benefits, expense reimbursements, and office support:
(a) The Company shall provide that Executive shall participate in,
and receive benefits under, pension and welfare benefit plans,
programs, and
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 3 of 12
arrangements of the Company that are substantially similar to
the plans, programs, and arrangements in which Executive
participated immediately prior to the date hereof, subject to
applicable tenure and vesting requirements. Executive shall
be entitled to participate in all such plans, programs, and
arrangements without satisfying any eligibility or
pre-existing condition exclusion period. Executive shall be
provided eligibility, vesting, and benefit service credit
under such plans, programs, and arrangements for Executive's
service with General Dynamics Corporation.
(b) The Company shall provide that Executive shall:
(i) participate in, and receive reimbursements under, the
expense reimbursement plans, programs, and arrangements
of the Company in which executive officers of the
Company participate;
(ii) receive four weeks of vacation leave per calendar year,
such leave to be taken at such times as are reasonably
agreeable to the Company and Executive; and
(iii) receive sick, holiday, and other leave provided to
executive officers of the Company in accordance with
the Company's executive compensation practices.
Each of the benefits, expense reimbursements, and leave
allowances described in this subparagraph (b) shall be
subject to and provided on a basis consistent with the
terms, conditions, and general administration of such
plans, programs, and arrangements. Notwithstanding this
subparagraph (b), the Company shall have the right to
amend, discontinue, or terminate any of such plan, program,
or arrangement in accordance with the terms thereof.
(c) The Company shall provide Executive with the additional
expense reimbursements described in Exhibit A hereto.
(d) The Company shall provide Executive with reimbursement for all
reasonable expenses incurred by him in performing services
hereunder to the extent that Executive properly accounts
therefor in accordance with the Company's expense
reimbursement practices.
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November 20, 1995
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(e) The Company shall reimburse Executive for the initiation fee
and annual membership dues incurred by Executive as a member
in a country club or other similar private club selected by
Executive. The Company shall further reimburse Executive for
the initiation fee and annual membership dues incurred by
Executive as a member of a luncheon club or other similar
private club selected by Executive. The Company shall
reimburse Executive for reasonable entertainment expenses
incurred by Executive as a member of such clubs. Such
reimbursements shall be made to the extent that Executive
properly accounts therefor in accordance with the Company's
executive compensation practices. As soon as reasonably
practical following the expiration or termination of the Term
of Employment, Executive shall transfer all rights of
membership in such clubs (including any right to sell such
membership or receive reimbursement of annual membership dues)
to the Company.
(f) The Company shall reimburse Executive for the premiums for
term life insurance in the amount of $2,000,000. Such
insurance shall be maintained under a policy selected by the
Executive (and approved by the Board, such approval not to be
unreasonably withheld). Executive shall be entitled to
designate beneficiaries under the policy.
(g) The Company shall reimburse Executive for the premiums for
special travel term life insurance in the amount of
$1,000,000. Such insurance shall be maintained under a policy
selected by the Executive (and approved by the Board, such
approval not to be unreasonably withheld). Executive shall be
entitled to designate beneficiaries under the policy.
(h) The Company shall provide Executive with a private office,
secretarial, and clerical help, office equipment, supplies,
and other facilities and services suitable to Executive's
position and adequate for the performance of his duties
hereunder.
7. Directorship. During the Term, Executive shall serve as a director of
the Company. Upon the termination of this Agreement and Executive's
employment hereunder, Executive shall resign as a director.
8. Deductions and Withholdings. All amounts payable or which become
payable hereunder shall be subject to any deductions and withholdings
required by law.
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 5 of 12
9. Termination. Notwithstanding the provisions of Paragraph 1,
Executive's employment hereunder may be terminated by the Company or
Executive prior to the Expiration Date upon, and only upon, the
following terms and conditions:
(a) By the Company for Cause upon 15 days' notice to Executive.
For purposes of this subparagraph (a), "Cause" shall mean
(i) Executive's embezzlement or misappropriation of funds
of the Company;
(ii) Executive's commission of an act of dishonesty
detrimental to the best interests of the Company; or
(iii) Executive's participation in any fraud against the
Company or gross negligence in the performance of his
duties hereunder.
During the period of notice set forth above, Executive shall
be afforded reasonable opportunity to establish, to the
reasonable satisfaction of the Board that no act or failure to
act on his part constitutes "Cause" as described above.
(b) By the Company in the event of Executive's Disability. For
purposes of this subparagraph (b), Executive's "Disability"
shall mean a good faith determination by the Board (acting
without participation by Executive), based on competent and
independent medical evidence, that Executive, as a result of a
mental or physical disease or condition expected to continue
indefinitely, is incapable of performing a substantial portion
of the services contemplated in this Agreement. In the event
that the Company terminates Executive's employment under this
subparagraph (b), the Company shall pay to Executive in cash
his base salary plus bonus as reflected in Paragraph 5(c)
until the later of nine months after the date of Executive's
termination hereunder and the date on which Executive begins
to receive benefits under the Company long-term disability
plan in which Executive participates; provided, however, that
in no event shall such base salary and bonus be provided after
the earlier of 12 months after the date of Executive's
termination hereunder and the Expiration Date. Such base
salary shall be paid at the annual rate of his base salary in
effect on the date of Executive's termination hereunder and
shall be payable not less frequently than semi-monthly in
accordance with the Company's executive compensation
practices.
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
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(c) In the event of Executive's death. In the event that
Executive's employment terminates under this subparagraph (c),
the Company shall pay to Executive's estate his base salary
and bonus until 12 months after the date of Executive's death.
Such bonus under this subparagraph (c) shall be established as
Executive's bonus for the immediately preceding calendar year.
Such base salary shall be paid at the annual rate of his base
salary in effect on the date of Executive's death. Such bonus
amount shall be payable in cash in a lump sum not later than
90 days after the date of Executive's death.
(d) By the Company in the event that the Board determines, in its
sole discretion, that Executive's performance of his duties
hereunder has been unsatisfactory upon 60 days' notice to
Executive. In the event the Company terminates Executive's
employment under this subparagraph (d), the Company shall pay
to Executive in cash the greater of (i) his base salary plus
bonus as reflected in Paragraph 5(c) for a period of 12
months, or (ii) his base salary plus bonus as reflected in
Paragraph 5(c) from the date of termination to the Expiration
Date. Such base salary shall be paid at the annual rate of
Executive's base salary in effect on the date of the
Executive's termination hereunder and shall be payable not
less frequently than semi-monthly in accordance with the
Company's executive compensation practices.
(e) If the Executive is terminated pursuant to Paragraph 9(d) of
this Agreement and prior to the date on which Executive
attains age fifty-five (55), the Company shall provide to
Executive and his eligible dependents, until the date on which
Executive attains age fifty-five (55), such medical benefits
as are equivalent to those which may be provided from time to
time to similarly situated active employees of the Company.
Upon his attainment of age fifty-five (55), Executive and his
eligible dependents shall be entitled to such retiree medical
benefits, if any, as may be provided from time to time to
retirees whose active employment with the Company is
terminated at age fifty-five (55); provided, however, that (i)
the Executive may elect that such retiree medical coverage
shall be coverage substantially similar to the coverage
provided by the Company on the day before the date hereof;
(ii) such retiree medical coverage shall terminate when
Executive attains age sixty-five (65); and (iii) such retiree
medical benefits shall at all times be reduced by the amount
of any medical benefits provided to the Executive by another
employer, any governmental program, or otherwise.
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
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Additionally, the Company shall, to the extent permitted by
law, cause the GDE Systems, Inc. Retirement Plan, and any
successor plan, to:
(1) calculate the early retirement benefits payable to
the Executive according to the factors which are
applied to determine early retirement benefits for
employees who are eligible to commence benefit
payments immediately upon termination of employment;
provided, however, that the Executive is not eligible
to accrue additional benefits after termination of
employment. Thus, if the employment of Executive is
terminated pursuant to Paragraph 9(d) prior to
attaining age 55, the Executive may commence payment
of an early retirement benefit at age 55, based upon
the benefit accrued while the Executive was an
employee, and the benefit shall be calculated
according to the factors which would have applied had
the Executive been an employee immediately prior to
commencement of the benefit; and
(2) consider the payments under Paragraph 9(d), to the
extent not previously considered, as compensation,
and deemed to be paid over the two-year term of this
Agreement, for purposes of determining the amount of
the benefit payable to the Executive.
To the extent the Company is not permitted by law to provide
the benefits set forth in subsection 30(b) through the GDE
Systems, Inc. Retirement Plan or a successor plan which is
qualified under Section 401(a) of the Internal Revenue Code,
then the Company shall pay such benefits from its general
assets.
10. Confidential Information. In the course of his employment hereunder,
Executive may have access to confidential records, data, formulae,
customer lists, trade secrets, specifications, inventions, and
processes owned by the Company. During the Term of Employment and
thereafter, Executive shall not, directly or indirectly, disclose such
information to any person or use any such information, except as
required in the performance of Executive's duties hereunder. All
records, files, keys, drawings, documents, models, equipment, and the
like relating to the Company's business, which Executive shall
prepare, copy, or use, or with which Executive comes into contact,
shall be and remain the Company's sole property, shall not be removed
from the Company's premises (except as necessary for the performance
of the Executive's duties) and shall be returned to the Company upon
the expiration or termination of the Term of Employment.
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 8 of 12
11. Executive's Obligations During Term of Employment. Executive agrees
that during the Term of Employment Executive shall not:
(a) without the written consent of the Company, directly or
indirectly, as a director, officer, agent, employee,
consultant, or independent contractor, or in any other
individual or representative capacity (i) invest (other than
investments in publicly-owned companies which constitute not
more than one percent (1%) of the outstanding securities of
any such company) or engage in any business or activity that
is competitive with the business of the Company or any of its
Affiliates (as hereinafter defined) (as that business is
conducted during the Term of Employment); (ii) accept
employment with or render services to a competitor of the
Company or any of its subsidiaries; or (iii) take any action
inconsistent with the fiduciary relationship of an employee to
the Executive's employer. As used herein, the term
"Affiliate" will be deemed to mean any entity which controls,
is controlled by, or is under common control with the Company
including, without limitation, Tracor, Inc., a Delaware
corporation ("Tracor") and its subsidiaries;
(b) solicit, divert, or take away or attempt to solicit, divert,
or take away any of the customers, business, or patrons of the
Company;
(c) without prior written consent by the Company, directly or
indirectly engage in the business of developing products
competitive with the business of the Company within the
geographical area served by the Company during the 12-month
period immediately preceding termination of employment nor
will the Executive engage, within the said geographical area,
in the design, development, distribution, manufacture,
assembly, or sale of a product in competition with any product
planned by the Company, the plans, designs, or specifications
of which have been revealed to the Executive; or
(d) communicate with customers or former customers of the Company
for the purpose of engaging in any transaction competing with
the business of the Company or involving products which
compete with the business of the Company nor will the
Executive actively solicit the employ of any of the Company's
employees.
In the event of a Change in Control (as hereinafter defined) of the
Company or the acquisition of the Company by another corporation and
the subsequent
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 9 of 12
termination by the Company of the Executive or a material decrease in
the responsibilities or compensation of the Employee, the provisions
of clauses (c) and (d) of this Paragraph 11 with respect to the period
until the last day of the Term of Employment shall be waived. For
purposes of this Agreement, "Change in Control" shall mean the
acquisition of 50% or more of the outstanding common stock of the
Company or Tracor by any entity other than an Affiliate.
The Company and Executive agree that the restrictions of this
Paragraph 11 shall be subject to exclusions for work for non-profit
organizations or the United States or any foreign government.
12. Executive's Obligations Subsequent to Termination. Executive agrees
that subsequent to the Term of Employment, Executive shall:
(a) not use, disclose, reproduce, distribute, or otherwise
disseminate the trade secrets of the Company;
(b) not solicit, divert, or take away or attempt to solicit,
divert, or take away any of the employees, customers,
business, or patrons of the Company for the period of the
payments made pursuant to Paragraph 9(d); and
(c) be available for the period of the payments made pursuant to
Paragraph 9(d) to provide consulting services of up to 200
hours per year to the Company. During this period, Executive
shall not render services of any nature to any Competing
Business. As a result of the unique nature of the consulting
services that Executive may provide, Executive and the Company
agree that a breach of this clause will cause irreparable
injury to the Company. The Company agrees to pay Executive,
in addition to the payments made pursuant to Paragraph 9(d),
$1,000 per month during the term of the consulting period and
to pay Executive, at a rate negotiated in good faith by the
parties, for each hour of consulting services. Executive's
compensation under this paragraph shall not diminish the
Company's obligations to Executive under other provisions of
this Agreement.
13. Notices. Any notice, request, demand, or other communication required
or permitted hereunder shall be deemed to be properly given when
personally delivered in writing to the person being served or the
designated officer of the corporate party being served; deposited in
the United States mail, in the State of California, first class,
registered or certified with return receipt requested,
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 10 of 12
postage prepaid, and addressed as specified below to the person
otherwise designated, on the date of receipt, refusal or non-delivery
indicated on the return receipt; communicated to a public telegraph
company for transmittal; or sent by telecopier; and addressed to the
Company or the Executive at the following addresses:
To the Company: Chairman of the Board of Directors
GDE Systems, Inc.
00000 Xxxx Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
To the Executive: Xx. Xxxxx X. Xxxxxxxx
00000 Xxxxxxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Each party may change its address by written notice in
accordance with this paragraph.
14. Benefit of Agreement. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective
executors, administrators, successors, and assigns (including, without
limitation, any firm, corporation, or business entity which shall,
whether by merger, purchase, or otherwise, acquire all or
substantially all of the assets or business of the Company); provided,
however, that Executive may not assign, pledge, or encumber any of his
rights or duties hereunder except upon the prior written consent of
the Company.
15. Applicable Law. This Agreement is made and is to be governed by and
construed under the laws of the State of California.
16. Waiver of Breach. A waiver by either party of any breach of the
provisions of this Agreement by the other party, or, in any particular
instance or series of instances, of any term or condition of this
Agreement, shall not constitute or be deemed a waiver of such breach
or of any such term or condition in any other instance nor shall any
waiver constitute a continuing waiver hereunder. No waiver shall be
binding unless executed in writing by the party making the waiver.
17. Warranty. As an inducement to the Company to enter into this
Agreement, Executive represents and warrants that he is not a party to
any other agreement or obligation for personal services, and that
there exists no impediment or
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 11 of 12
restraint, contractual or otherwise, on his power, right, or ability
to enter into this Agreement and to perform his duties and obligations
hereunder.
18. Amendment; Termination. The provisions of this Agreement may be
amended, modified, supplemented, or otherwise altered only by an
agreement, in writing, executed by the Company and Executive. This
Agreement may not be terminated other than by an agreement, in
writing, executed by the Company and Executive.
19. Surviving Obligations. Not with standing the termination of this
Agreement as provided in Paragraph 9, the Company shall be liable to
Executive for all compensation due to Executive under Paragraph 9
until full payment thereof
20. Inadequacy of Remedy at Law. The Executive acknowledges and agrees
that the Company's remedy at law for any breach of the Executive's
obligations under this Agreement may be inadequate, and agrees and
consents that temporary and/or permanent or injunctive relief may be
entered enjoining the Executive from breaching this Agreement and
further agrees that any proceeding may be brought to enforce any
provision of this Agreement by the Company without it being requested
to prove actual damages as a result of the premature breach of this
Agreement.
21. Arbitration of Disputes. In the event of a dispute between the
parties hereto, with respect to any promise, term, condition, or
covenant of this Agreement, including any claim of fraud or fraud in
the inducement, or a claim for rescission, reformation, or any
equitable relief, the same shall be submitted to binding arbitration
before a sole retired judge of the Superior Court of California, who
shall be appointed by agreement of the parties or by designation by
any court of competent jurisdiction, and said arbitration shall
proceed in accordance with the then applicable rules of the Code of
Civil Procedure, Sections 1282, et seq., as may be amended from time
to time, and the then California Rules of Court. Venue for any such
arbitration shall be in San Diego County, California and the
arbitrator shall render his decision within 15 days of submission.
22. Attorneys' Fees. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or
because of an alleged dispute, breach, default, or misrepresentation
in connection with any of the provisions of this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in that action or proceeding,
in addition to any other relief that may be granted.
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 12 of 12
23. Captions and Paragraph Headings. Captions and paragraph headings used
herein are for convenience only and are not a part of this Agreement
and shall not be used in construing it.
24. Severability. The provisions of this Agreement are severable. If any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remaining provisions or
enforceable parts thereof shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
25. Entire Agreement. This Agreement contains the entire agreement of the
Company and Executive and supersedes any and all other agreements,
either oral or in writing, with respect to the employment of Executive
by the Company. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, oral or
otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement,
statement, or promise not contained in this Agreement shall be valid
or binding.
26. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which
together shall constitute one and the same instrument.
Please indicate your acceptance of the terms of this Agreement by execution
below.
Very truly yours,
GDE SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Vice President
ACCEPTED AND AGREED TO:
/s/ Xxxxx X. Xxxxxxxx
--------------------------
Xxxxx X. Xxxxxxxx
EMPLOYMENT AND EXECUTIVE STOCK AGREEMENT
OF
XX. XXXXX X. XXXXXXXX
ADDITIONAL EXPENSE REIMBURSEMENTS
The following expense reimbursements shall be provided to Executive in
accordance with Paragraph 6(c) of the Agreement.
1. Reimbursement of fees for financial planning and counseling, such fees
not to exceed $5,000 for each calendar year.
2. Reimbursement of fees for tax preparation, such fees not to exceed
$5,000 for each calendar year.
3. Reimbursement of premiums for personal liability insurance in the
amount of $4,000,000.
4. Reimbursement of expenses for home security for Executive's principal
residence.
5. Reimbursement of expenses for communications equipment suitable to
Executive's position and adequate for the performance of his duties
under the Agreement.
6. Reimbursement of expenses for airline VIP memberships for Executive
and his wife.
7. Reimbursement of expenses for Platinum car rental club membership for
Executive.
8. Reimbursement of expenses for a physical examination at least once
during each 12-month period during the Term of Employment.
9. Reimbursement for personal automobile expenses in the amount of up to
$956.92 per month.
- EXHIBIT A -
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 8 of 12
11. Executive's Obligations During Term of Employment. Executive agrees
that during the Term of Employment Executive shall not:
(a) without the written consent of the Company, directly or
indirectly, as a director, officer, agent, employee,
consultant, or independent contractor, or in any other
individual or representative capacity (i) invest (other than
investments in publicly-owned companies which constitute not
more than one percent (1%) of the outstanding securities of
any such company) or engage in any business or activity that
is competitive with the business of the Company or any of its
Affiliates (as hereinafter defined) (as that business is
conducted during the Term of Employment); (ii) accept
employment with or render services to a competitor of the
Company or any of its subsidiaries; or (iii) take any action
inconsistent with the fiduciary relationship of an employee to
the Executive's employer. As used herein, the term
"Affiliate" will be deemed to mean any entity which controls,
is controlled by, or is under common control with the Company
including, without limitation, Tracor, Inc., a Delaware
corporation ("Tracor") and its subsidiaries;
(b) solicit, divert, or take away or attempt to solicit, divert,
or take away any of the customers, business, or patrons of the
Company;
(c) without prior written consent by the Company, directly or
indirectly engage in the business of developing products
competitive with the business of the Company within the
geographical area served by the Company during the 12-month
period immediately preceding termination of employment nor
will the Executive engage, within the said geographical area,
in the design, development, distribution, manufacture,
assembly, or sale of a product in competition with any product
planned by the Company, the plans, designs, or specifications
of which have been revealed to the Executive; or
(d) communicate with customers or former customers of the Company
for the purpose of engaging in any transaction competing with
the business of the Company or involving products which
compete with the business of the Company nor will the
Executive actively solicit the employ of any of the Company's
employees.
In the event of a Change in Control (as hereinafter defined) of the
Company or the acquisition of the Company by another corporation and
the subsequent
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 12 of 12
23. Captions and Paragraph Headings. Captions and paragraph headings used
herein are for convenience only and are not a part of this Agreement
and shall not be used in construing it.
24. Severability. The provisions of this Agreement are severable. If any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remaining provisions or
enforceable parts thereof shall not be affected thereby and shall be
enforced to the fullest extent permitted by law.
25. Entire Agreement. This Agreement contains the entire agreement of the
Company and Executive and supersedes any and all other agreements,
either oral or in writing, with respect to the employment of Executive
by the Company. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, oral or
otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not embodied herein, and that no other agreement,
statement, or promise not contained in this Agreement shall be valid
or binding.
26. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which
together shall constitute one and the same instrument.
Please indicate your acceptance of the terms of this Agreement by execution
below.
Very truly yours,
GDE SYSTEMS, INC.
Xxxxxxx X. Xxxxxxx
Vice President
ACCEPTED AND AGREED TO:
--------------------------
Xxxxx X. Xxxxxxxx
Xx. Xxxxx X. Xxxxxxxx
November 20, 1995
Page 13 of 12
EMPLOYMENT AND EXECUTIVE STOCK AGREEMENT
OF
XX. XXXXX X. XXXXXXXX
ADDITIONAL EXPENSE REIMBURSEMENTS
The following expense reimbursements shall be provided to Executive in
accordance with Paragraph 6(c) of the Agreement.
1. Reimbursement of fees for financial planning and counseling, such fees
not to exceed $5,000 for each calendar year.
2. Reimbursement of fees for tax preparation, such fees not to exceed
$5,000 for each calendar year.
3. Reimbursement of premiums for personal liability insurance in the
amount of $4,000,000.
4. Reimbursement of expenses for home security for Executive's principal
residence.
5. Reimbursement of expenses for communications equipment suitable to
Executive's position and adequate for the performance of his duties
under the Agreement.
6. Reimbursement of expenses for airline VIP memberships for Executive
and his wife.
7. Reimbursement of expenses for Platinum car rental club membership for
Executive.
8. Reimbursement of expenses for a physical examination at least once
during each 12-month period during the Term of Employment.
9. Reimbursement for personal automobile expenses in the amount of up to
$956.92 per month.
- EXHIBIT A -
