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EXHIBIT 10.1
EMPLOYMENT AND NONCOMPETE AGREEMENT
THIS AGREEMENT is made as of this 1st day of March, 1996, by and between
Sentex Sensing Technology, Inc., a New Jersey corporation (the "Employer") and
Xxxx Xxxxxxxxx (the "Employee").
RECITALS
The parties hereto desire to enter into this Agreement in order to set
forth the terms pursuant to which the Employer will employ the Employee and the
Employee will serve as an employee of the Employer.
Accordingly, in consideration of the mutual agreements set forth herein,
the parties hereto agree as follows:
1. EMPLOYMENT. Subject to the provisions of this Agreement, the Employer
agrees to employ the Employee and the Employee agrees to be employed
as the Executive Vice-President of the Employer, beginning as of the
date above (the "Commencement Date") and continuing, unless terminated
earlier pursuant to the provisions of this Agreement, for a four (4)
year period (the "Employment Period"). The Employer also agrees that
it will take all necessary action to cause the Employee to serve
during the Employment Period as President and Technical Director of
Sentex Systems, Inc., a Delaware corporation and wholly owned
subsidiary of the Employer ("Sentex").
2. COMPENSATION.
(a) Subject to the provisions hereof, during the Employment Period,
the Employer shall pay the Employee a salary (subject to
adjustment as provided in Section 2(b) hereof) of $132,176 per
annum ("Compensation"), payable weekly.
(b) Effective as of each anniversary date of the Commencement Date,
Employee's Compensation then in effect shall be increased by such
percentage as corresponds to the percentage (if any) by which the
CPI for the month that immediately proceeded the month in which
such anniversary date occurred increased when compared with the
CPI for the corresponding month in the prior year (E.G., if the
Commencement Date occurs on October 15, 1995, then on October 15,
1996, the CPI for September 1996 will be compared with the CPI
for September 1995, and on October 15, 1997, the CPI for
September 1997 will be compared with the CPI for September 1996);
PROVIDED, HOWEVER, that no increase shall be required as of a
particular anniversary date if either (i) the increase as of such
anniversary date would be less than 4% or (ii) pursuant to
Section 3(a) hereof, Goals were mutually agreed to for the year
ending on such anniversary date and the Employee (as a result of
having achieved 90% or more such Goals) is paid Incentive
Compensation in respect of such year equal to at least 22.5% of
Compensation for such year. As used herein, "CPI" means the
Consumer Price Index for All Urban Consumers, for the New
York-Northeastern New Jersey region (1967=100) published by the
Bureau of Labor Statistics, of the United States Department of
Labor or, if such index is not then being published, the most
nearly comparable index that the parties may agree upon or, if
they fail to agree, an index designated by arbitration pursuant
to Section 14 hereof.
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3. BONUS.
(a) The Employer will pay the Employee a yearly incentive
compensation ("Incentive Compensation") in the form of cash (or,
to the extent mutually agreed to by the parties, stock options)
equal to twenty-five percent (25%) of Compensation based upon
achievement of agreed-upon goals (the "Goals"), provided that at
(or prior to) the end of the sixth month of the Employment
Period, the Employee may elect by written notice (which will be
effective 30 days after delivery) to forego the Incentive
Compensation in return for a permanent increase of $15,000 per
year in the Employee's Compensation (i.e. Compensation will
increase from $132,176 to $147,176 per annum). The Goals for each
year of the Employment Period shall be mutually agreed upon by
the parties prior to the commencement of such year (except with
respect to the first year the Goals shall be agreed upon within
20 days after the date hereof), it being agreed by each party
that it will in good faith attempt to mutually agree upon
appropriate Goals. In the event that the parties fail to mutually
agree upon the Goals for a particular year, then Employee shall
be paid $15,000 of Incentive Compensation for such year.
Incentive Compensation payable with respect to a year shall be
paid within 60 days following the end of such year.
(b) If Employee's employment hereunder terminates for any reason
(except for Cause, as hereinafter defined) other than at the end
of a year of the Employment Period, Employee's Incentive
Compensation for that year shall be prorated, based upon the
number of days in the year that elapsed prior to such
termination. For purposes of such proration it shall be assumed
that the Incentive Compensation for the entire year would have
been equal to $15,000.
The Employee shall also be eligible for additional future
increases in compensation based upon performance as determined in
the sole discretion of the Board of Directors of the Employer.
4. RESPONSIBILITIES. During the Employment Period, subject to the
provisions of this Agreement, the Employee shall perform such Employee
Functions (as defined on Schedule 1 hereto) as directed from time to
time by the Chief Executive Officer ("CEO") of the Employer. The
Employee agrees during the Employment Period to devote all his
business time, attention, efforts and skills to the business and
affairs of the Employer and Sentex and to faithfully and diligently
promote the interests of the Employer and Sentex. Notwithstanding the
foregoing, the Employee may make personal investments and engage in
personal ventures that require minimal portions of his time, provided
that such activities do not interfere with and are not inconsistent
with his duties and covenants hereunder.
During his employment hereunder, Employee's principal place of
employment shall be located in its present location (or within 50
miles thereof); PROVIDED, HOWEVER, that Employee may be required to
travel for business purposes for reasonable lengths of time.
The Employee will report directly to the CEO of the Employer.
5. BENEFITS.
(a) The Employer shall provide the Employee with a furnished office,
secretarial assistance and such other facilities, services and
indicia of his position as shall be commensurate with those
furnished to him on the date hereof.
(b) In addition to the rights specifically granted to the Employee
herein, during the Employment Period, the Employee shall be
entitled to health insurance for himself and
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his family, and life and disability insurance for himself, in
each case comparable to the insurance presently carried for him
or him and his family.
If the Employee elects to terminate such insurance, or pay for it
himself, the Employer will add the amount of the annual premium
of such insurance to the Employee's Compensation hereunder.
(c) The Employer shall reimburse the Employee for all reasonable and
necessary expenses incurred by the Employee in connection with
the business of the Employer, upon presentation by the Employee,
from time to time, of itemized accounts of such expenses, in
accordance with and subject to the practices and policies of the
Employer, as in effect from time to time.
(d) The Employee shall be entitled to at least four (4) weeks of paid
vacation during each year, to be taken at his discretion, but at
a time or times consistent with the Employer's best interests. If
the Employee elects not to take his full vacation in any year,
such unused vacation may be used in future periods during the
Employment Period at Employee's discretion but at a time or times
consistent with the Employee's best interests.
(e) During the Employment Period, the Employer shall provide a
late-model (not more than three years old) American-made luxury
automobile (Lincoln Continental or similar) to be used by the
Employee. Employer shall pay or reimburse Employee for all
reasonable expenses incurred in connection with such car for
repairs, maintenance and insurance.
6. RESTRICTIVE COVENANTS. I. DEFINITION. As used in this Agreement the
term "Affiliate" shall mean any corporation, partnership, limited
liability company or other entity that owns or controls the Employer,
or is owned or controlled by or is under common ownership or control
with the Employer or its principals. Without limiting the definition
of the term, Affiliate shall expressly include Sentex and Sentex
Acquisition Corp., a Delaware corporation.
II. CONFIDENTIALITY AND NON-DISCLOSURE.
(a) The Employee agrees not to disclose or use, either during the
Employee's employment or at any time thereafter, any unpublished
information, whether of a technical or non-technical nature,
relative to the business of the Employer or any of its Affiliates
unless authorized to do so by the Employer or its Affiliates in
writing, except that the Employee may disclose and use such
information when necessary in the performance of his duties for
the Employer or its Affiliates; PROVIDED, HOWEVER, that the
foregoing restrictions shall not apply to any information that
becomes available to the Employee, after termination of the
Employee's employment, on a nonconfidential basis from a source,
other than the Employer, its Affiliates or any of their
respective representatives, which source was not itself bound by
a confidentiality agreement with the Employer, its Affiliates or
any of their respective representatives.
(b) On termination of the Employee's employment with the Employer for
any reason and at any time, the Employee will promptly deliver to
the Employer all of the following items that are in his
possession or under his control and relate in any manner to the
business of the Employer or its Affiliates: apparatus, drawings,
blueprints, manuals, letters, notes, notebooks, reports, customer
and supplier lists, cost and profit data and any other material,
all files or any copies of such materials, whether of a
technical, business or fiscal nature. This obligation shall
continue beyond the term of Employee's employment.
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III. OWNERSHIP OF COPYRIGHT AND OTHER INTANGIBLES.
(a) Subject to Section III(h) hereof, the Employee will promptly
disclose to the Employer and the Employee acknowledges that the
Employer owns any invention, discovery or improvement relating to
its business or to the duties of the Employee's employment,
conceived or made by him alone or with others at any time during
any time the Employee is employed by the Employer or its
Affiliates, whether or not during working hours, and the Employee
agrees, at Employer's cost, to execute any and all applications,
assignments or other instruments relating thereto which the
Employer shall deem necessary. These obligations shall continue
beyond the termination of the Employee's employment with respect
to inventions, discoveries and improvements conceived or made
during the Employee's employment with the Employer and shall be
binding upon the Employee's assigns, executors, administrators
and other legal representatives.
(b) The Employee also understands and agrees that any invention,
discovery, or improvement relating to the business of the
Employer or to the duties of the Employee's employment with the
Employer or any of its Affiliates disclosed to third parties
within one (1) year after leaving the employ of the Employer
shall be presumed to have been conceived or made during the term
of employment with the Employer and shall belong to the Employer,
and, if such is not the case, the Employee shall have the burden
of proving to the contrary; and any such invention, discovery or
improvement so disclosed after such year shall be presumed not to
have been conceived or made during such term of employment and,
if such is not the case, the Employer shall have the burden of
proving to the contrary.
(c) The Employee further agrees that the Employer or its assignee is
the owner of the copyright in any work that the Employee produces
during his employment with the Employer that was produced as one
of the duties of his employment or otherwise for or on behalf of
the Employer during the period of his employment.
(d) Inventions conceived or made and patents obtained or applied for
prior to the Employee's employment will be excluded from this
Agreement only if they are disclosed to the Employer, described
in writing and made a part of this Agreement.
(e) At the Employer's request and expense, the Employee agrees to
assist in protecting the Employer's or its Affiliates' rights in
any such invention, improvement, or copyright including execution
of assignments, patent applications, and other documents
reasonably required for its protection.
(f) If the Employer does not wish to retain ownership of any such
invention, improvement, or copyright that it owns pursuant to the
preceding provisions of this Section 6(III), and the Employee
wishes to use or develop same for his own benefit, the Employee
will first obtain the Employer's written permission before the
Employee does so.
(g) It is acknowledged that the foregoing provisions of this Section
6(III) are not intended to restrict the Employee, following the
termination of his employment hereunder, from using general
ideas, concepts, know how, methods, techniques, skills, knowledge
and experience possessed by Employee (whether acquired by
Employee during the performance of his duties hereunder or
otherwise) as long as such use would not violate Section 6(II) or
Section 6(IV) hereof.
(h) If Employee discloses any invention, discovery or improvement
(collectively, a "New Product") to the Employer pursuant to
Section 6(III)(a) hereof, the Employer shall notify
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the Employee (within 180 days of such disclosure) whether the
Employer desires to commercialize such New Product. If the
Employer does not wish to commercialize such New Product, then
the Employee shall own such New Product, provided that the
following conditions are satisfied: (i) sale of the Product by or
to a third party or by or on behalf of Employee would not be
competitive with any business of the Employer or its Affiliates,
would not conflict with the interests of the Employer or its
Affiliates and would not result in the disclosure of confidential
information relating to any other products of the Employer or its
Affiliates and (ii) Employee does not devote any time or efforts
to the New Product in violation of Section 4 hereof.
IV. NONCOMPETE.
(a) During the term of Employee's employment hereunder and (subject
to Section 7(II) hereof) for one (1) year thereafter, the
Employee shall not engage in any business on behalf of any other
company or the Employee and shall not directly or indirectly own
or own an interest in (except for the ownership of less than five
percent (5%) of the issued and outstanding stock of a publicly
traded corporation), manage, operate, join, control, be employed
by or participate either directly or indirectly in the ownership,
management, operation or control of, or be connected in any
manner with, any business which is competitive with the business
that is being conducted by the Employer, Sentex or any other
Affiliate of the Employer for which the Employee performed
employment duties hereunder.
(b) For purposes of this Section 6(IV)(b), the term "Affiliate" shall
be limited to Sentex and any other Affiliate of Employer for
which the Employee performed employment duties hereunder. During
the term of Employee's employment hereunder and (subject to
Section 7(II) hereof) for one (1) year thereafter, the Employee
shall not solicit any business (excluding any business that is
not competitive with any business of the Employer or any of its
Affiliates) from any person, firm or entity that was or is a
customer of the Employer or its Affiliates, induce or attempt to
induce any such customer of the Employer to reduce its business
with the Employer or its Affiliates or solicit or attempt to
solicit any employees of the Employer or its Affiliates to leave
the employ of the Employer or its Affiliates. During the term of
Employee's employment hereunder and (subject to Section 7(II)
hereof) for one (1) year thereafter, the Employee shall also not
solicit business (excluding any business that is not competitive
with any business of the Employer or any of its Affiliates) from
any prospective customer of the Employer or its Affiliates. For
purposes of this paragraph (b), "prospective customer" shall mean
a potential customer which the Employer has solicited or with
which Employer or its Affiliates has had active discussions
concerning potential business at any time during the two (2)
years preceding the end of the Term of Employment.
7. TERMINATION. I. The Employer may at any time during the Employment
Period terminate the employment of the Employee for Cause, as defined
herein, by providing the Employee thirty (30) days' prior written
notice.
For purposes of this Agreement, "Cause" to terminate the Employee's
employment will be deemed to exist only if:
(i) The Employee materially breaches his material obligations
hereunder and such breach is not cured within 30 days after Employee
receives a notice from the Board of Directors of the Employer that
specifically identifies, in reasonable detail, the manner in which the
Board of Directors believes that Employee is in breach of his
obligations hereunder; or
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(ii) The Employee willfully and intentionally engages in gross
misconduct that materially and demonstrably injures the Employer.
If there is a dispute between the parties as to whether a termination
was for "Cause," such dispute shall be resolved in accordance with the
arbitration provisions of Section 14 hereof.
II. Upon notice to the Employer, the Employee shall have the right to
terminate his employment hereunder for Good Reason, as hereinafter
defined. For purposes of this Agreement, the Employee will be deemed
to have "Good Reason" to terminate his employment hereunder only if:
(i) The Employer materially breaches its material obligations
hereunder the and such breach is not cured within 30 days after the
Employer receives a notice from the Employee which specifically
identifies, in reasonable detail, the manner in which the Employee
believes that the Employer is in breach of its obligations hereunder;
(ii) The Employer shall substantially diminish the Employee's
authority and responsibility contemplated by Section 4 hereof and
Schedule I hereto; or
(iii) The location or locations at which any of the functions
that the Employee is responsible for performing or supervising (as
described in Schedule I hereto) is relocated more than 50 miles away
from its current location; provided, however, that Employee may be
required to travel for business purposes for reasonable lengths of
time.
If the Employee terminates his employment hereunder for Good Reason
pursuant to this Section 7(II) or the Employer terminates Employee's
employment in violation of this Agreement:
(i) The Employer shall be obligated to pay to the Employee at the
end of each month the Compensation and Incentive Compensation that
would have been payable to Employee had he continued to be employed
hereunder for the balance of the Employment Period (assuming for
purposes of this calculation that the Incentive Compensation on a
yearly basis would have been equal to $15,000); provided, however,
that the Employer will be entitled to reduce, in inverse order of the
due dates of payment hereunder, Compensation and Incentive
Compensation by all amounts, if any, received by the Employee as a
result of his being employed during the balance of the Employment
Period, but the Employee will not be required to obtain or make any
effort to obtain any such employment;
(ii) The Employer shall continue to provide to the Employee for
the balance of the Employment Period (assuming that the Employee's
employment had not been terminated) the benefits provided for in
Section 5(b) hereof; and
(iii) The Employee shall be released from his obligations under
Section 6(IV) hereof.
As used in the preceding three clauses, the "Employment Period" means
the four year period commencing on the Commencement Date.
If there is a dispute between the parties as to whether a termination
was for "Good Reason," such dispute shall be resolved in accordance
with the arbitration provisions of Section 14 hereof.
III. In the event that Xxxxxx X. Xxxxxxx ceases to have effective
control of the Employer, the Employee will have the right to terminate
his employment hereunder by delivering written notice of termination
to the Employer within 90 days of such event. If the Employee
terminates this Agreement as aforesaid, the Employer shall pay to the
Employee (within five days of such termination) a severance payment of
$150,000.
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IV. (a) In the event that the Employee becomes physically or mentally
disabled such that he is unable to perform substantially eighty
percent (80%) of his services hereunder for a period of one hundred
eighty (180) consecutive days in any twelve (12) month period (the
"Disability Period") (certified to by a mutually acceptable medical
doctor), then the Employer may at any time after the last day of the
Disability Period, by notice to the Employee, terminate the Employee's
employment hereunder; provided, however, that the Employer may not
terminate Employee's employment as aforesaid, unless at the time the
Employer delivers the notice of termination Employee continues to have
a physical or mental disability that may be expected to prevent
Employee for any period of time thereafter from performing any of his
duties hereunder (as determined by such mutually acceptable medical
doctor).
(b) The failure of the Employee to perform any of his duties
hereunder as a result of any illness or any physical or mental
disability shall not be considered a breach of this Agreement by the
Employee and he shall continue to have the right to receive the
Compensation (as defined hereinabove) and the benefits described in
Section 5 hereof so long as he continues to be employed hereunder (but
the Employer may terminate Employee's employment to the extent
provided in the preceding paragraph).
V. Employee's employment hereunder shall automatically terminate upon
his death.
VI. Upon expiration or termination of Employee's employment hereunder,
this Agreement, and all rights and obligations of the parties
hereunder, shall terminate, subject only to the following
qualifications and limitations:
(1) such termination shall not release any party hereto from
liability for any breach by it of its obligations under this
Agreement prior to or by reason of or in connection with such
termination (except that termination for Good Reason by Employee
or termination in violation of this Agreement by Employer shall
release Employer and its Affiliates from liability for any such
breach but shall not release Employer from its obligations under
paragraphs (2), (3) and (4) of this Section 7(VI));
(2) the Employer shall continue to be obligated to pay to Employee
(a) any unpaid Compensation that accrued prior to such
termination, (b) any unpaid Incentive Compensation that relates
to any fiscal year that commenced prior to such termination
(subject to the proration requirements set forth in Section 3(b)
hereof) and (iii) any payment that Employer is required to pay as
a result of such termination pursuant to this Section 7
(including, without limitation, Sections 7(II) and 7(III));
(3) the Employer shall continue to have the obligations set forth in
Section 5 (b), (c) and (e) hereof with respect to expenses
incurred by the Employee prior to such termination and with
respect to all benefits provided for in such Section accrued
through the date of termination; and
(4) The Employer shall pay Employee for any unused vacation accrued
for the year in which this Agreement was terminated.
VI. The Employee shall be entitled to reimbursement by the Employer of
any fees or expenses (including reasonable attorneys' fees and
expenses) incurred by Employee in connection with contesting or
disputing any termination of this Agreement by the Company in
violation hereof or in seeking to obtain or enforce any of his rights
or benefits hereunder and as to which a judgment or award has been
rendered in favor of Employee.
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VII. Anything in this Agreement contained to the contrary
notwithstanding, all rights that the Employee may have upon the
termination of this employment hereunder pursuant to the provisions of
any employee benefit plans which may be provided by the Employer shall
be determined in accordance with the provisions of said plans.
8. ENFORCEABILITY; INJUNCTION.
(a) With respect to any provision of this Agreement finally
determined by a court of competent jurisdiction to be
unenforceable, the Employee and the Employer hereby agree that
such court shall have jurisdiction to reform this Agreement so
that it is enforceable to the maximum extent permitted by law,
and the parties agree to abide by such court's determination. If
such unenforceable provision cannot be reformed, such provision
shall be deemed to be severed from this Agreement, but every
other provision of this Agreement shall remain in full force and
effect.
(b) The Employee acknowledges and agrees that the Employer's remedy
at law for any breach of any of his obligations under this
Agreement, including, without limitation, those obligations set
forth in Section 6 hereof, would be inadequate, and agrees and
consents that temporary and permanent injunctive relief may be
granted in any proceeding which may be brought to enforce any
provision of this Agreement, without the necessity of proof of
actual damages.
9. NO ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto, their respective successors and
permitted assigns. Neither the Employer nor the Employee may assign
any interest in this Agreement without obtaining the prior written
consent of the other party; provided, however, that the Employer may
assign such rights or privileges without such prior written consent,
to any corporation or partnership into or with which it may be merged
or consolidated or to any corporation to whom such party may sell
substantially all of its assets, provided that (i) Xxxxxx X. Xxxxxxx
remains in control of the surviving entity after the consummation of
the particular transaction and (ii) the surviving entity assumes (by
instrument reasonably satisfactory to the Employee) all Employer's
obligations hereunder. Nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights or remedies
under or by reason of this Agreement.
10. ENTIRE AGREEMENT; COUNTERPARTS. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject
matter hereof. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
11. GOVERNING LAW; VENUE. This Agreement shall be interpreted under the
laws of the State of New Jersey without regard to principles of
conflict of laws. Subject to Section 14 hereof, each party hereto
agrees that all actions or proceedings relating to this Agreement
shall be tried and litigated only in the New Jersey State or Federal
courts located in the County of Bergen, State of New Jersey. Each
party hereto hereby irrevocably submits to the exclusive jurisdiction
of such courts for the purpose of any such action or proceeding.
12. WAIVER OF BREACH. The waiver of any breach of any term or condition of
this Agreement shall not be deemed to constitute a waiver of any other
term or condition of this Agreement.
13. NOTICES. All notices pursuant to this Agreement shall be given in
writing and delivered personally or sent by certified mail, postage
prepaid (and deemed delivered five days after being so mailed), to the
following:
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If to Employer: Sentex Sensing Technology, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, X.X. 00000
with a copy to: Xxxxxx X. Xxxxxxx
CPS Capital Ltd.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
If to Employee: Xxxx Xxxxxxxxx
Sentex Sensing Technology, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxxx, X.X. 00000
with a copy to Xxxxxx Xxxxxxxxxx, Esq.
Xxxxxxxxxx & Xxxxxx
0000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Or to such other address as the parties shall provide by notice as
herein provided.
14. RESOLUTION OF DISPUTES: ARBITRATION.
(a) Each party to this Agreement agrees to use best efforts to
resolve in an amicable fashion any disputes concerning the
subject matter of this Agreement or any question arising
hereunder and shall deal in good faith in seeking the resolution
thereof.
(b) Subject to the preceding clause (a), any dispute, controversy or
claim arising out of or in connection with or relating to this
Agreement or any breach or alleged breach hereof shall be
submitted to and determined and settled by arbitration in Bergen
County, NJ, or in such other location as the parties may agree,
in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA"). The Board of
Arbitration shall be composed of one arbitrator, to be mutually
agreed upon by the parties in good faith, or, if the parties
cannot agree, the arbitrator shall be selected by the AAA in
accordance with its standard procedures in such cases. The
arbitration award shall be final and binding on the parties to
the arbitration and judgment thereon may be entered in any court
having jurisdiction, or application may be made to any such court
for confirmation of such award or a judicial acceptance of such
award or other legal remedy, as the case may be. If, under
applicable federal or state law, a claim or dispute shall not be
subject to arbitration, then either party may reject arbitration
so that all claims and disputes shall be subject to resolution in
a single proceeding and a single forum. The Employer shall pay
all fees and expenses of the AAA and the arbitrator with respect
to any arbitration hereunder.
15. LATE PAYMENTS. Any sums due to Employee under this Agreement
which are not paid when due or within three business days thereof
shall, without limiting any other right or remedy of Employee,
bear interest from the date thereof to the date of payment at the
Prime Rate plus 2%. "Prime Rate" shall mean the rate per annum
publicly announced from time to time by The Chase Manhattan Bank,
NA, New York, New York (or any successor bank), as its prime
rate. For purposes of this Agreement any change in the Prime Rate
shall be effective as of the opening of business on the date such
change is announced.
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16. GENDER AND NUMBER. Whenever required by the context hereof, each
term stated in either the singular or the plural shall include
the singular and the plural, and pronouns stated in either the
masculine, the feminine or the neuter gender shall include the
masculine, feminine and neuter genders.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day first above written.
EMPLOYER: Sentex Sensing Technology, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, President
/s/ Xxxx Xxxxxxxxx
-------------------------------------
EMPLOYEE: Xxxx Xxxxxxxxx
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Schedule I
Set forth below are the functions that the Employee may be
requested to perform (the "Employee Functions"). With respect to certain of the
functions listed below it is indicated that the Employee will "supervise" such
function (such functions being referred to as the "Supervisory Functions"). The
meaning of this is that there will be one or more other employees (a "Primary
Person") who will have the primary responsibility for such function and that the
Employee's role with respect to such function will be limited to high level
supervision. It is understood and agreed that:
(i) in the event that the Employer fails to make
available the Primary Person with respect to a Supervisory Function,
then (as long as such situation continues) the Employee will not be
required to perform such Supervisory Function and such failure to
perform such Supervisory Function shall not in itself constitute a
breach of this Agreement by Employee or constitute "Cause" for
terminating Employee's employment; and
(ii) the failure by the Employer to make available any
Primary Person shall not in itself constitute a breach of this
agreement by Employer or constitute "Good Reason" for the Employee to
terminate his employment.
With respect to the Employee Functions listed below, other
than Supervisory Functions, the Employee will have the primary responsibility.
However, it is acknowledged that the Employee will require appropriate resources
(including personnel assigned to work for him) in order for him to successfully
perform such functions. It is understood and agreed that the failure by the
Employer to make available such appropriate resources shall not in itself
constitute a breach of this Agreement by Employer or constitute "Good Reason"
for the Employee to terminate his employment. However, it is further understood
and agreed that the failure of the Employer to make available such appropriate
resources may adversely affect the Employee's ability to perform the Employee
Functions and that any failure of the Employee to perform the Employee Functions
as a result thereof shall not constitute "Cause" for terminating Employee's
employment.
It is understood and agreed that the Employee will not have
any responsibilities relating to any functions that are not identified below
(except to the extent mutually agreed to in writing). Without limiting the
foregoing, the Employee will not have any responsibilities relating to the
following functions: (i) finance, (ii) accounting, (iii) shareholder relations,
(iv) compliance with securities laws by Employer, (v) marketing (except to the
extent specifically provided in paragraph 10 below), and (vi) acquisitions.
EMPLOYEE FUNCTIONS
1. Developing and engineering improvements and updates for existing products.
2. Developing additional applications for existing products.
3. Developing and engineering new products.
4. Performing engineering functions relating to production procedures.
5. Supervising the production function (i.e., product assembly, purchase of
components, and inventory maintenance).
6. Supervising quality control procedures and related documentation and record
keeping.
7. Supervising the preparation and updating of documentation and parts lists
relating to products.
8. Providing customer service relating to technical application of products.
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9. Supervising other customer service and support (e.g., maintenance, repairs,
warranty service, and training).
10. Provide technical support (and other support as mutually agreed) for the
marketing function such as by (i) attending trade shows to explain
technical aspects of products, (ii) making high level technical
presentations and (iii) assisting in the preparation of promotional
literature by providing input with respect to technical matters.
11. Act as "Radiation Safety Officer" in charge of seeking to comply with USNRC
regulations.
12. Manage laboratory activities.
13. Publish technical articles relating to products.
14. Supervise general administrative functions relating to the business of
Sentex (e.g., payroll, benefits and employee relations).
15. Submit plans and budgets for new product development.
16. Submit quarterly reports with respect to status of R&D projects,
production, service and quality control.
