EMPLOYMENT AND NON-COMPETITION AGREEMENT
XXXXXXX XXXX
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Agreement"), dated
as of November 1, 1996, is between Glasgal Communications, Inc., a Delaware
corporation (the "Employer") and Xxxxxxx Xxxx (the "Employee").
WHEREAS, the Employee currently serves as President and Chief Operating
Officer of Datatec Industries, Inc.("Datatec"); and
WHEREAS, the Employer has acquired all of the issued and outstanding
capital stock of Datatec; and
WHEREAS, the Employer and the Employee desire to continue his
employment on the terms and conditions set forth below;
NOW, THEREFORE, it is hereby agreed as follows:
SECTION 1. EMPLOYMENT. The Employer hereby employs the Employee, and
the Employee hereby accepts employment, upon the terms and subject to the
conditions hereinafter set forth.
SECTION 2. DUTIES. The Employee shall be employed as Executive Vice
President and Chief Operating Officer of the Employer's Datatec Division.
Promptly after execution of this Agreement, the Employer shall combine the
business operations of the Employer and its subsidiaries, HH Communications
Inc., Signatel Ltd., and Datatec, into the Datatec Division, except that the
Employer's Strategic Business Units, for management purposes, and its
Computer-Aided Software Integration, Inc. subsidiary, for any purpose, shall not
be included in the Datatec Division. In his capacity as Executive Vice President
of the Datatec Division, the Employee shall be responsible for supervising the
following functions of the Datatec Division: Customer service, technical
support, project management, field service, and staging, integration,
purchasing, accounting, administration and financial functions. The Employee
shall not be responsible for supervising the legal matters of the Datatec
Division: The Employee shall also serve as President and Chief Operating Officer
of Datatec, and have such other responsibilities and duties as are assigned by
the President of the Datatec Division and the Board of Directors (the "Board")
and as are consistent with the position of Executive Vice President and Chief
Operating Officer of the Datatec Division. The Employee agrees to devote his
full time and best efforts to the performance of his duties to the Employer. The
Employer shall cause the Directors of each subsidiary within the Datatec
Division to cause its executive officers to accede to the authority of the
Executive, as such authority is set forth in
this SECTION 2, unless otherwise directed by the Chief Executive Officer of the
Datatec Division. Within eighteen (18) months of the date hereof, if budgeted
results of the Employer for the fiscal year ending April 30, 1997, as approved
in good faith by its Board of Directors, shall have been obtained, the Employer
shall in good faith consider appointing the Employee President of the Datatec
Division and nominating the Employee as a director of the Employer.
SECTION 3. TERM. The initial term of employment of the Employee
hereunder shall commence on the date hereof (the "Commencement Date") and shall
continue until October 31, 1999 (the "Initial Term") unless earlier terminated
pursuant to Section 6.
SECTION 4. COMPENSATION AND BENEFITS. Until the termination of the
Employee's employment hereunder, in consideration for the services of the
Employee hereunder, the Employer shall compensate the Employee as follows:
(a) BASE SALARY.
(i) The Employer shall pay the Employee, in accordance
with the Employer's then current payroll practices,
a base salary (the "Base Salary"). The Base Salary
will be paid at an annual rate of $250,000.
(ii) Base Salary shall be increased annually, beginning
November 1, 1997, by a percentage equal to the
percentage by which the Consumers Price Index for
Urban Wage Borrowers and Clerical Workers: Xxx
Xxxx, X.X. - Xxxxxxxxxxxx Xxx Xxxxxx (0000-00
equals 100), as published by the Bureau of Labor
Statistics of the United States Department of Labor
shall have increased over the preceding year.
(iii) The adjustment provided for in ss.4(a)(ii) shall be
made as soon after November 1 of each year as
possible, but in no event later than fifteen (15)
days after the date upon which the Bureau of Labor
publishes its consumer price index statistics for
the month of September. Any portion of an increase
in the Executive's compensation retroactively due
shall be payable immediately upon determination of
the adjustment. If publication of the Consumer
Price Index is discontinued, the parties hereto
shall accept comparable statistics on the cost of
living for the New York, N.Y. - Northeastern New
Jersey area as computed and published by an agency
of the United States or by a responsible financial
periodical of recognized authority then to be
selected by the parties.
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(b) FIRST INCENTIVE BONUS.
(i) The Employer shall pay the Employee a non-
discretionary bonus (the "First Incentive Bonus")
of $75,000 for each year of the term of this
Agreement if Actual EBIT, as defined below, for any
one-year period during the term hereof ending
October 31 exceeds Actual EBIT for the next
preceding one year period. It will be assumed
during the term of this Agreement that the Employee
will earn the First Incentive Bonus, and,
accordingly, an amount equal to the maximum First
Incentive Bonus for each year will be paid ratably
in equal installments along with the Employee's
regular payments of Base Salary; provided, however,
that in the event in any year of the term of this
Agreement the First Incentive Bonus is not earned
in accordance with the above requirements, then the
Employee shall return the unearned portion of the
First Incentive Bonus, to the extent paid to the
Employee, within thirty (30) days of being notified
by the Employer that the First Incentive Bonus was
not earned, or at the option of the Employer, the
Employer may withhold amounts due to the Employer
hereunder in satisfaction of such claim.
Notwithstanding the foregoing, the First Incentive
Bonus shall be paid for the one year period ending
October 31, 1997 regardless of whether Actual EBIT
for such year exceeds Actual EBIT for the next
preceding year, and such payment obligation is
deemed absolute and non-contingent.
(ii) In the event Actual EBIT for any one-year period
ending October 31, except October 31, 1997, shall
be less than Actual EBIT for the next preceding
one-year period, the First Incentive Bonus for such
year shall be equal to $75,000 less 2% of such
amount for each 1% of difference between Actual
EBIT for the current one-year period and Actual
EBIT for the next preceding year. For example, if
Actual EBIT at October 31, 1997 were $10,000,000
and Actual EBIT for October 31, 1998 were
$9,000,000, the First Incentive Bonus for the year
ended October 31, 1998 would be $60,000, computed
as follows:
$10,000,000 - $9,000,000 = $1,000,000
$1,000,000 = 10% of $10,000,000
Thus, with a reduction of 2% for each 1%
difference, there would be a 20% reduction in the
First Incentive Bonus: $75,000 -(20% x $75,000) =
$75,000 - $15,000 = $60,000.
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"Actual EBIT" means, with respect to any one-year
period ending October 31 during the term hereof,
the sum of (i) the unaudited consolidated net
income (or loss) of the Employer for such year,
extrapolated from the financial statements of the
Employer filed with the Securities and Exchange
Commission, excluding therefrom the financial
statement effects of the Employer's CASI subsidiary
and any other subsidiary of the Employer which may
in the future be acquired, calculated in accordance
with generally accepted accounting principles
consistently applied and further excluding
therefrom any extraordinary items of income or
loss; and (ii) all amounts deducted in the
computation thereof on account of (A) income taxes,
(B) interest expense, (C) the cash portion, if any,
of the Supplemental Incentive Bonus, as defined
below (except that portion of a Supplemental Bonus
earned for reaching, but not exceeding, Projected
EBIT, as defined below), (D) management or similar
fees paid by subsidiaries of the Employer within
the Datatec Division to the Employer; (E) all of
the Employer's holding company administrative
costs, including without limitation, costs of or
relating to the Chairman and Chief Executive
Officer of the Employer and their respective
staffs, and the costs of or relating to the Chief
Financial Officer of the Employer and his staff,
including without limitation, accounting and
auditing costs; legal fees and costs, finance and
administration, and costs of management information
systems and (F) fees paid by the Employer to any
investment banking firm, venture capital firm or
similar firm or any affiliates of such firm during
such year. Notwithstanding the foregoing, any
expenses incurred by the Employer specifically for
the benefit of the Datatec Division, at the request
of the Datatec Division, or as may reasonably be
determined by the Employer to be required, shall be
deducted from EBIT.
(c) SUPPLEMENTAL BONUSES. The Employee shall also receive from the
Employer on a non-discretionary basis the following
supplemental bonuses (the "Supplemental Bonuses"):
(i) (A) If the Actual EBIT of the Employer for
the year November 1, 1996 through October
31, 1997 shall equal at least $8,100,000
Employee shall be paid $50,000. If Actual
EBIT shall equal at or exceed $9,100,000,
the Employee shall be paid additional the
sum of $25,000 plus two AND ONE-HALF (2
1/2%) percent of the
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amount by which Actual EBIT exceeds
$9,100,000. Said amounts shall be paid in
full within fifteen (15) business days from
the date that the applicable financial
statements have been released by the
Employer.
(B) Prior to October 31, 1997 and October 31,
1998, respectively, Xxxxx Xxxx, or any other
duly authorized officer of the Employer, and
the Employee shall in good faith negotiate
projected EBIT ("Projected EBIT") for the
years of the term hereof ended October 31,
1998 and October 31, 1999, respectively,
said projections to include quarterly
projections for each such year. In each year
that Actual EBIT equals or exceeds Projected
EBIT, the Employee shall be paid $50,000,
and in each year that Actual EBIT exceeds
the Projected EBIT for such year by at least
$1,000,000, the Employee shall be paid the
additional sum of $25,000, plus two and
one-half (2 1/2%) percent of the amount by
which Actual EBIT exceeds $1,000,000 in
excess of Projected EBIT for such year. Said
amounts shall be paid at the time set forth
in ss.4(c)(1)(A).
(ii) (A) If Actual EBIT for the year November 1, 1996
through October 31, 1997 equals or exceeds
$8,100,000, the Employee shall receive
options to purchase 50,000 shares of Glasgal
common stock, $.001 par value (the "Stock"),
plus options to purchase such number of
additional shares of Stock equal to five
(5%) percent of the Actual EBIT in excess of
$8,100,000. For example, if Actual EBIT at
October 31, 1997 were $9,100,000, the
Employee would receive 50,000 options to
purchase Stock plus 50,000 options to
purchase Stock computed as follows: 50,000 +
(5% x $9,100,000 - $8,100,000 = 50,000 + (5%
x 1,000,000) = 50,000 + 50,000 = 100,000
options.
(B) If in each of the years ending October 31,
1998 and October 31, 1999, the Employer's
Actual EBIT equals or exceeds the Projected
EBIT for such year, the Employee shall
receive options to purchase 50,000 shares of
Stock plus such number of additional options
equal to five (5%) percent of the
difference, if any, between Actual EBIT and
Projected EBIT.
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(C) All stock options shall have an exercise
price equal to the average closing price of
the Stock as quoted in the NASDAQ Small Cap
Market or, if not quoted there, on the
principal stock exchange on which the
Employer's stock is traded, as such price is
reported in the Wall Street Journal, Eastern
Edition for the five (5) trading days next
preceding the date of grant.
(D) Options to be granted hereunder shall be
granted on the date that the applicable
financial statements are released by the
Employer, and shall be fully vested upon
grant; provided, however, that one-third
(33- 1/3 %) of the options granted for any
year or six-month period of the term of this
Agreement shall be exercisable immediately,
and one-third (33-1/3%) exercisable on and
after each of the next succeeding
anniversary dates of grant.
(E) All options granted pursuant to this
Agreement shall be exercisable for a period
of ten (10) years. The Employer shall, not
later than the date of the next annual
stockholders meeting, put into effect a
stock option plan pursuant to which the
options granted hereunder will be issued,
and shall use its best efforts to register
the shares underlying the options to be
issued to the Employee not later than
December 31, 1997.
(iii) (A) Notwithstanding anything herein to the
contrary, if at the end of the first six
months of any year of the term of this
Agreement Actual EBIT equals or exceeds
Projected EBIT for the said six months, the
Employee shall receive upon the release of
the applicable financial statements for the
said six month period (50%) percent of the
entire Stock Option portion of the
Supplemental Bonuses he would be entitled to
receive if Projected EBIT for the entire
year ending October 31 had been achieved. In
the event Actual EBIT for the said year
exceeds Projected EBIT for such year, there
shall be an appropriate adjustment in the
amount of options granted to the Employee.
In the event Actual EBIT at the end of said
year is less than Estimated EBIT, the
Employee shall retain options granted for
the first half of the said year.
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(B) All options granted pursuant to
ss.4(c)(3)(A) above shall be credited
against the aggregate amount, if any, of
options to be granted pursuant to ss.4(c)
for the applicable year ending October 31.
(d) VACATION. The Employee shall be entitled to four (4) weeks
vacation each calendar year. Any vacation shall be taken at
the reasonable and mutual convenience of the Employer and the
Employee.
(e) INSURANCE; OTHER BENEFITS. Accident, long-term disability
income, life and health insurance for the Employee shall be
provided by the Employer under group accident, life and health
insurance plans maintained by the Employer for its full-time
senior executive officers, as such employment benefits may be
modified from time to time by the Employer for all full-time
senior executive officers. Such insurance and other benefits
shall not be less than that provided by the Employer to its
senior executive officers. The amount and extent of such
coverage shall be subject to the discretion of the Board. In
addition, all non-group policies on the life of the Employee
currently paid for by Datatec shall continue to be paid by the
Employer during the first year of the term of this Agreement,
and the Employee shall thereafter become the owner of all such
policies.
(f) CAR ALLOWANCE. In connection with the Employee's employment,
the Employee shall from time to time be required to travel by
automobile on the Employer's business. Accordingly, the
Employer shall provide to the Employee an automobile expense
allowance of $1,200 per month, payable on the first day of
each month during the term of this Agreement, plus all
maintenance, service and insurance charges.
SECTION 5. EXPENSES. In addition to the foregoing, the Employer shall
pay or reimburse the Employee for all reasonable out-of-pocket expenses incurred
by the Employee in the performance of his duties hereunder upon presentation of
appropriate vouchers therefor. The Employee shall be entitled to the class of
accommodations and transportation customarily provided to the senior executives
of the Employer when traveling on behalf of the Employer.
SECTION 6. TERMINATION. The Employee's employment hereunder shall
commence on the Commencement Date and continue until the expiration of the
Initial Term, and any extension of such term pursuant to SECTION 3, except that
the employment of the Employee hereunder shall earlier terminate:
(a) DEATH OR TOTAL DISABILITY. Upon the death of the Employee
during the term of his employment hereunder
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or, at the option of the Employer, in the event of the
Employee's total disability, upon sixty (60) days' written
notice from the Employer. The Employee shall be deemed totally
disabled if he meets the criteria for disability under the
Employer's disability insurance policy for 180 days,
consecutive or 270 days non- consecutive, in any twelve (12)
month period. If there is no disability policy in effect, the
Employee shall be deemed totally disabled if he shall be
unable, due to physical or mental illness, injury or
incapacity, to perform his regular full time duties as
Executive Vice President and Chief Operating Officer of the
Employer's Datatec Division or as President of Datatec for the
periods set forth above in this Section 6(a).
(b) FOR CAUSE. For "Cause" immediately upon written notice by the
Employer to the Employee; provided, that the Employer may not
terminate the Employee for Cause unless (i) such termination
has been approved by the affirmative vote or consent of a
majority of the directors on the Board (excluding the
Employee) prior to the time of such termination; and (ii) not
later than 30 days prior to the effective date of such
termination, the Employee shall be given the opportunity to
appear before the Board, represented by counsel, to address
the grounds for such termination. For purposes of this
Agreement, a termination shall be for Cause if the Board shall
determine that any one or more of the following has occurred:
(i) acceptance of any unlawful bribe or kickback with
respect to the Employer's business; or
(ii) the Employee shall have been convicted by a court
of competent jurisdiction of, or pleaded guilty to,
any felony which the Board reasonably determines in
its discretion would materially affect or impair in
any way (A) the Employee's ability to perform his
duties hereunder or (B) the reputation or operation
of the Employer's business or (C) the relationship
between the Employer and its suppliers, customers
or employees; or
(iii) the Employee shall have committed a breach of any
of the covenants, terms and provisions of ss.9
hereof or a material breach of any of the
covenants, terms and provisions of ss.8 hereof; or
(iv) the Employee shall have breached any one or more of
the provisions of this Agreement (excluding ss.ss.8
and 9 hereof) and such breach shall have continued
for a period of thirty (30) days after written
notice to the Employee specifying such breach in
reasonable detail; or
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(v) the Employee shall have refused, after explicit
written notice, to obey any lawful resolution of or
direction by the Board which is consistent with
this Agreement and his duties hereunder.
(c) TERMINATION WITHOUT CAUSE. Upon ninety (90) days written
notice by either the Employee or the Employer to the other
party hereto. For purposes of this Agreement, the Employee
shall be deemed to have been terminated without Cause if the
termination is (i) initiated by the Employer and not based
substantially on any reason included in the above definition
of Cause or (ii) if the Employee terminates his employment
hereunder for Good Reason upon ninety (90) days written notice
to the Employer. The Employee shall be entitled to terminate
his employment for Good Reason if any of the following occur:
(i) the Employee is assigned duties which are
inconsistent with the position or responsibilities
associated with his position as Executive Vice
President and Chief Operating Officer of the
Datatec Division or as President and Chief
Operating Officer of Datatec;
(ii) If the Datatec Division (or any part thereof) shall
merge or consolidate into or transfer substantially
all of its assets to, or become a majority owned
subsidiary of, another corporation, and the
Employee is not then elected and/or appointed to a
position of responsibility in any such surviving,
new or purchasing corporation equivalent to that
provided in Section 2 hereof; and
(iii) the Employer requires the Employee to perform his
duties hereunder principally at any location
outside a radius of fifty (50) miles from
Fairfield, New Jersey, and he notifies the Employer
within 30 days after notification of such
relocation that he is unwilling to continue his
employment hereunder at such location.
(d) RIGHTS AND REMEDIES ON TERMINATION.
(i) If the Employer shall terminate the Employee's
employment hereunder pursuant to SECTION 6(c)
hereof, then (A) the Employee shall be entitled to
receive, as severance pay, payment, in accordance
with the Employer's then current payroll practices,
of his Base Salary in effect at the time of his
termination, his First Incentive Bonus, and his
Supplemental Bonuses for (1) the remainder of the
Initial Term or (2) if such termination occurs
subsequent to the Initial
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Term, the remainder of the then current one-year
extension thereof; provided, further that the
Employee shall not be required to mitigate his
damages during such period and the Employer shall
not be entitled to reduce or offset the amount
payable by the Employer under this SECTION 6(d)(i)
by any income received by the Employee pursuant to
any new employment so long as the Employee is
complying with ss.9 hereof. The Employee shall also
be entitled to receive the benefits and
consideration provided in xx.xx.(4)(e)- (g) hereof.
(ii) If the Employee's employment hereunder is
terminated pursuant to ss.6(a) hereof, then the
Employee (or his estate, as applicable) shall be
entitled to receive within 30 days following the
completion of the Employer's financial statements
for the year of this Agreement during which such
termination occurs, a prorated portion of the First
Incentive Bonus and Supplemental Bonuses (if any)
for the fiscal year in which his termination occurs
determined by multiplying (1) the full amount of
the First Incentive Bonus and Supplemental Bonuses
(if any) that would have been payable to the
Employee pursuant to SECTION 4(b) and 4(c) hereof
if his employment hereunder had not been terminated
by (2) a fraction, the numerator of which is the
number of days elapsed during such fiscal year
prior to the Employee's termination and the
denominator of which is 365, and (c) a pro rated
portion of the Options to Acquire Common Stock
which would have been issued to the Employee on the
next anniversary date specified in SECTION 4(c)
hereof computed in the manner provided in this
SECTION 6 (d)(ii), except that the numerator shall
be 365.
(iii) Except as otherwise set forth in this SECTION 6(d),
the Employee shall not be entitled to any severance
or other compensation after termination of other
than payment of any portion of his Base Salary,
First Incentive Bonus and Supplemental Bonuses
through the date of his termination and any expense
reimbursements under SECTION 5 hereof for expenses
incurred in the performance of his duties prior to
termination. If such termination is not at the end
of a period in which measurement of EBIT takes
place for purposes of this Agreement, the
Supplemental Bonuses shall be determined by the
Board of Directors in good faith.
SECTION 7. INVENTIONS; ASSIGNMENT. All rights to discoveries,
inventions, improvements, and innovations (including
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all data and records pertaining thereto) related to the Employer's business,
whether or not patentable, copyrightable, registerable as a trademark, or
reduced to writing, that the Employee may discover, invent or originate during
the term of his employment hereunder or during his previous employment by the
Employer, either alone or with others and during working hours or by the use of
the facilities of the Employer ("Inventions"), shall be the exclusive property
of the Employer. The Employee shall promptly disclose all Inventions to the
Employer, shall execute at the request of the Employer any assignments or other
documents the Employer may deem necessary to protect or perfect its right
therein, and shall assist the Employer, at the Employer's expense, in obtaining,
defending and enforcing the Employer's rights therein. The Employee hereby
appoints the Employer as his attorney-in-fact to execute on his behalf any
assignments or other documents deemed necessary by the Employer to protect or
perfect its right to any Inventions.
SECTION 8. CONFIDENTIAL INFORMATION. The Employee recognizes and
acknowledges that certain assets of the Employer, including without limitation
information regarding customers, pricing policies, methods of operation,
proprietary computer programs, sales, products, profits, costs, markets, key
personnel, formulae, product applications, technical processes, and trade
secrets (hereinafter called "Confidential Information") are valuable, special,
and unique assets of the Employer and its affiliates. The Employee shall not,
during or after his term of employment, disclose any part of the Confidential
Information to any person, firm, corporation, association, or any other entity
for any reason or purpose whatsoever, directly or indirectly, except as may be
required pursuant to his employment hereunder, provided, that Confidential
Information shall in no event include (a) Confidential Information which was
generally available to the public at the time of disclosure by the Employer or
(b) Confidential Information which becomes publicly available other than as a
consequence of the breach of the Employee of his confidentiality obligations
hereunder. In the event of the termination of his employment, whether voluntary
or involuntary and whether by the Employer or the Employee, the Employee shall
deliver to the Employer all documents and data pertaining to the Confidential
information and shall not take with him any documents data of any kind or any
reproductions (in whole or in part) or extracts of any items relating to the
Confidential Information.
SECTION 9. NON-COMPETITION. During the term of the Employee's
employment hereunder, or during any period (and for a period of three (3) years
thereafter) that the Employer is compensating the Employee in accordance with
SECTION 6(d) hereof as a result of terminating the Employee's employment without
Cause, and until three (3) years after any other termination of the Employee's
employment hereunder, the Employee will not engage, directly or indirectly,
alone or as a shareholder (other than as a holder of less than five percent (5%)
of the common stock of any publicly traded corporation), partner, officer,
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member, director, employee or consultant of any other business organization that
is engaged or becomes engaged in the provision of services which compete with
the services provided by the Employer or compete in any other service business
that the Employer is conducting at the time of the Employee's termination, or
solicit or encourage any officer, employee or consultant of the Employer to
leave its employ for alternative employment. The Employee will continue to be
bound by the provisions of this SECTION 9 until their expiration, and shall not
be entitled to any compensation from the Employer with respect thereto except as
may be provided in SECTION 6(d) hereof. If at any time the provisions of this
SECTION 9 shall be determined to be invalid or unenforceable, by reason of being
vague or unreasonable as to area, duration or scope of activity, this SECTION 9
shall be considered divisible and shall become and be immediately amended to
only such area, duration and scope of activity as shall be determined to be
reasonable and enforceable by the court or other body having jurisdiction over
the matter; and the Employee agrees that this SECTION 9 as so amended shall be
valid and binding as though any invalid or unenforceable provision had not been
included herein.
SECTION 10. MISCELLANEOUS.
(a) INDEMNIFICATION. The By-Laws of the Employer shall indemnify
the Employee in his capacity as an officer, director and agent
of the Employer and provide for advances of expenses,
including without limitation legal fees and costs, incurred in
defense of any claim against him to the fullest extent
permitted under Delaware law and shall further provide that
such indemnification shall be a contract right.
(b) D & O INSURANCE. The Employer shall purchase directors' and
officers' liability insurance in the minimum amount of
$1,000,000.
SECTION 11. GENERAL.
(a) NOTICES. All notices and other communications hereunder shall
be in writing or by written telecommunication, and shall be
deemed to have been duly given if delivered personally or if
mailed by certified mail, return receipt requested, postage
prepaid or sent by written telecommunication or telecopy, to
the relevant address set forth below, or to such other address
as the recipient of such notice or communication shall have
specified to the other party hereto in accordance with this
SECTION 11(a):
If to the Employee, to:
Xxxxxxx Xxxx
X.X. Xxx 000
000 Xxxxxxxx Xxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
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With copies to:
Xxxx X. Xxxxxx, Esq.
Podvey, Sachs, Meanor, Catenacci,
Xxxxxxx & Xxxxxxxxxx
Xxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
If to the Employer, to:
Glasgal Communications, Inc.
000 Xxxxxxxx Xxxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000
With copies to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, X.X. 00000
(b) EQUITABLE REMEDIES. Each of the parties hereto acknowledges
and agrees that upon any breach by the Employee of his
obligations under SECTIONS 7, 8 and 9 hereof, the Employer
will have no adequate remedy at law, and accordingly will be
entitled to specific performance and other appropriate
injunctive and equitable relief.
(c) SEVERABILITY. If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect under any
law, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected
or impaired.
(d) WAIVERS. No delay or omission by either party hereto in
exercising any right, power or privilege hereunder shall
impair such right, power or privilege, nor shall any single or
partial exercise of any such right, power or privilege
preclude any further exercise thereof or the exercise of any
other right, power or privilege.
(e) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
(f) ASSIGNS. This Agreement shall be binding upon and inure to the
benefit of the heirs and successors of each of the parties
hereto, including any entity which acquires substantially all
of the assets or equity interest of the Employer.
(g) ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties, supersedes all prior agreements
and understandings relating to the subject matter hereof and
shall not be amended except by a
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written instrument hereafter signed by each of the parties
hereto.
(h) GOVERNING LAW. This Agreement and the performance hereof shall
be construed and governed in accordance with the laws of the
State of New Jersey without regard to its principles of
conflicts of law.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Agreement to be duly executed as of the date and
year first above written.
GLASGAL COMMUNICATIONS, INC.
By: /s/ XXXXX XXXX
--------------------------------------
XXXXX XXXX, Chief Executive Officer
/s/ XXXXXXX XXXX
-----------------------------------------
XXXXXXX XXXX
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