EMPLOYMENT AGREEMENT
This AGREEMENT made this 15th day of February 1995, between SECURICOR
TELESCIENCES INC. (the Company) and XXXXXXX X. XXXX XX. (the Employee).
WHEREAS, the Employee is desirous of obtaining the protections and benefits
contained in this Agreement, in return for which he agrees to the restrictive
covenants contained herein.
NOW THEREFORE in consideration of the facts, mutual promises, and covenants
contained herein, and intending to be legally bound hereby, the Company and the
Employee agree as follows:
1. Employment and Duties.
The Company hereby employs the Employee and the Employee hereby
accepts employment by the Company, to serve as Vice President
reporting to the President of the Company. In such capacity, the
Employee shall have such powers and shall perform duties and
services consistent with such capacity as may be assigned or
delegated to him from time-to-time by the President of the Company.
The Employee shall devote his full business time and attention to
the business and affairs of the Company exclusively and will use his
best efforts to promote the interests of the Company.
2. Compensation and Benefits.
(a) The Company shall pay the Employee a base salary of $130,000 per
annum, payable in accordance with the regular payroll practices in
effect from time-to-time. This base salary will be reviewed annually
beginning on July 1, 1996.
(b) The Employee shall participate in any health insurance, life
insurance, accident or disability insurance, profit sharing, or
retirement plans or programs currently in effect or that may
hereafter be established by the Company, in accordance with and to
the extent so provided by these plans or programs, and to the extent
that other senior management employees are eligible to so
participate. Nothing in this Agreement shall preclude the Company
from emending or terminating any such insurance, program, or plan on
the condition that such amendment or termination is applicable to
the Company's senior management employees generally.
(c) The Employee shall be entitled to paid vacation per year in
accordance with the Company's general policy for senior management
employees.
3. Automobile allowance.
The Employee shall receive an automobile allowance of $625 per
month.
4. Termination of Employment by the Company.
Notwithstanding any other provision of this Agreement, Employee's
employment and any and all of the Company's obligations or
liabilities under this Agreement shall be terminated immediately, in
any of the following circumstances:
(a) Death:
If the Employee dies, the further accrual of all payments and
benefits thereunder shall cease at the end of the month in which
Employee's death shall occur. All payments and benefits thereunder
which have accrued prior to the end of such month shall be promptly
paid to the executor or administrator of Employee's estate or
pursuant to such other specific directions as Employee has
previously provided to the Company in writing.
(b) Discharge for Cause:
The Company may discharge the Employee at any time, for "cause",
which shall include but not be limited to criminal conduct (whether
or not related to the Employee's employment) other that minor
traffic offenses; any material breach by the Employee of this
Agreement; gross negligence or malfeasance by the Employee in the
performance of his duties for the Company; self-dealing; and/or any
violation of any expressed direction or any reasonable rule or
regulation established by the Company from time-to-time regarding
the conduct of its business.
(c) Discharge for Other Reasons:
The Company may discharge the Employee at any time, for any or no
reason, by providing twelve (12) months' prior written notice. At
the Company's option, the Company may elect to sever the employment
relationship with the Employee at any time during this twelve (12)
month period, in which event the Employee shall be compensated for
the remainder of said twelve (12) month period.
5. Termination of Employment by the Employee.
This Agreement may be terminated by the Employee upon not less than
six (6) months written notice to the Company. Upon the effective
date of such voluntary termination, any and all of the Company's
obligations under this Agreement shall terminate.
6. Proprietary Rights, Confidentiality, Non-Competition, Inventions,
etc..
The Company designs and manufactures various electronic equipment
and systems (hereinafter referred to as "Products"), and the Company
is unique in that it possesses expertise and "Know-How" in the
design, manufacture, and sale of Products. During the course of
Employee's employment with the Company he will have access to trade
secrets, and proprietary and confidential information pertaining to
the Company and its Products, such as, but not limited to, its short
and long range business plans, its processes and procedures, sales
and distribution methods, suppliers and customer lists, customer
prospects, personnel records, research and development projects,
manufacturing processes, and "Know-How" (all the foregoing
hereinafter referred to as "Proprietary Information"). This
Proprietary Information was designed and developed by the Company,
at great expense and over lengthy periods of time, is unique,
secret, and confidential, and constitutes the exclusive property and
trade secrets of the Company, and any use of such property and trade
secrets by the Employee, other than for the sole benefit of the
Company, would be wrongful and would cause irreparable injury to the
Company.
However, Proprietary Information shall not include information which
has become publicly known through now wrongful act of Employee,
information which has been rightfully received from a third party
authorized to make such information which has been rightfully
received from a third party authorized to make such information
available without restriction, information which has been approved
for release by written authorization of the Company, and information
which must be disclosed pursuant to applicable law or in connection
with the enforcement of the Agreement.
(a) The Employee shall not, at any time, without the expressed
written consent of the Company, publish, disclose or divulge
to any person, firm, corporation, or use directly, indirectly
or for his own benefit or the benefit of any person, firm, or
corporation other than the Company, and Proprietary
Information, property, trade secrets, or confidential
information of the Company, its subsidiaries, and its
affiliates learned or obtained by the Employee from the
Company, including, but not limited to, the information and
things set forth above. This obligation
shall be continuing and shall not end with the cessation of
Employee's employment with the Company. Employee further
agrees that, immediately upon cessation of his employment with
the Company, whether voluntary or involuntary, he shall return
to the Company all property of the Company including, but not
limited to, Proprietary Information.
(b) The Employee shall not, during the course of his employment
and for twelve (12) months after:
(i) Directly or indirectly induce or attempt to influence
any employee of termination of Employee's employ the
Company to terminate his employment with the Company,
who was employed by the Company at the time of the
termination of Employee's employment or who terminated
his employment for any reason during the six (6) moths
preceding the termination of Employee's employment with
the Company.
(ii) Engage in (as a principal, partner, director, officer,
agent, employee, consultant, independent contractor, or
otherwise) or be financially interested in, any business
which is involved in business activities which are the
same as, similar to, or in competition with the
Products. However, nothing contained in this
sub-paragraph shall prevent the Employee from being the
holder or beneficial owner for investment purposes only
of any class of equity securities of a company whose
securities are traded on a national securities exchange
or NASDAQ if the Employee (together with his spouse,
children, siblings, and parents) neither holds, nor is
beneficially interested in, more that five percent (5%)
of any single class of the securities in the company.
(c) The Employee shall not, for six (6) months after the cessation
of his employment, whether voluntary or involuntary, without
the prior written approval of the Company, either solely or
jointly with, or as manager or agent for, any person,
corporation, trust, joint venture, partnership, or other
business entity, directly or indirectly, solicit any customers
or accounts that were customers or accounts (or legal
successors to customers or accounts) of the Company during any
period of time that the Employee was employed by the Company.
(d) The Employee shall fully and promptly disclose and assign to
the Company for its sole benefit, to be utilized in any manner
it sees fit, and without additional compensation, all ideas,
discoveries, inventions
and improvements, patentable or not, and all writings
(including the copyright) which are made, conceived or reduced
to practice by the Employee, alone or with others, during or
after working hours, either on or off the job during the term
of his employment, or within six (6) months thereafter, which
are related to the Products, or which results from tasks
assigned to the Employee by the Company. The Company may, but
it shall not be required to, obtain at its own expense and for
its sole benefit, patents or statutory copyright for any
patentable idea or copyrightable writing referred to above,
and he shall cooperate with the Company in executing any
documents required in connection therewith.
(e) Except as delegated to do so by the President of the Company,
the Employee shall not make any statements to the medial
concerning the Company's business.
(f) The Employee acknowledges that the restrictions contained in
this Paragraph 6, in view of the nature of the business in
which the Company is engaged, are reasonable and necessary to
protect the legitimate interests of the Company, and that any
violation of those restrictions would result in irreparable
injury to the Company. The Employee therefore agrees that, in
the event of his violation of any of those restrictions, the
Company shall be entitled to obtain from any court of
competent jurisdiction preliminary and permanent injunctive
relief against the Employee, in addition to damages from the
Employee and an equitable accounting of all commissions,
earnings, profits, and other benefits arising from such
violation, which rights shall be cumulative and in addition to
any other rights or remedies to which the Company may be
entitled.
(g) The Employee agrees that if any or any portion of the
foregoing covenants or the application thereof, is construed
to be invalid or unenforceable, the remainder of such covenant
or covenants or the application thereof shall not be affected
and the remaining covenant or covenants will then be given
full force and effect without regard to the invalid or
unenforceable portions. If any covenant is held to be
unenforceable because of the area covered, the duration
thereof, or the scope thereof, the Employee agrees that the
Court making such determination shall have the power to reduce
the area and/or the duration, and/or limit the scope thereof,
and the covenant shall then be enforceable in its reduced
form.
7. Complete Understanding.
This Agreement constitutes the complete understanding between the
parties in respect to the subject matter hereof and supersedes all
prior and contemporary agreements and understandings, inducements or
conditions, expressed or implied, written or oral, between the
Company and the Employee, and cannot be changed or modified except
by written agreement signed by the parties.
8. Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit
of the Company and its successors, and shall be binding upon the
Employee, his heirs and legal representatives.
9. No Assignment by the Employee.
This Agreement is personal to the Employee, and the Employee may not
assign or delegate any of his rights or obligations hereunder
without first obtaining the express written consent of the Company.
10. Waiver of Rights.
If in one or more instances either party fails to insist that the
other party perform any of the terms of this Agreement, such failure
shall not be construed as a waiver by such party of any past,
present, or future right granted under this Agreement; the
obligations of both parties under this Agreement shall continue in
full force and effect.
11. Presumptions.
This Agreement shall be interpreted without regard to any
presumption or rule requiring construction against the party who
caused this Agreement to be drafted.
12. Governing Law.
This Agreement and all questions relating to its validity,
interpretation, performance, and enforcement shall be governed by
and construed in accordance with the law of New Jersey.
IN WITNESS WHEREOF, the parties hereto intending to be legally bound, have
executed this Agreement as of the date first above written.
For Securicor Telesciences Inc.
/s/ Xxxxxxx X. Xxxx, Xx. /s/ X. X. Xxxxxxx
_______________________________ _______________________________
Xxxxxxx X. Xxxx, Xx. Xxxxxx X. Xxxxxxx
