Exhibit 10.19
EMPLOYMENT AGREEMENT
AGREEMENT dated as of August 1, 1995 between Competitive
Technologies, Inc., a Delaware corporation (herein called "CTI")
and Xxxxxx X. Xxxxxxx of Fairfield, CT. (herein called "Xxxxxxx").
WITNESSETH
1. Employment and Term: CTI hereby employs Xxxxxxx and Xxxxxxx
hereby agrees to continue employment by CTI for a period commencing
August 1, 1995 and ending four (4) years thereafter, unless sooner
terminated as hereinafter provided.
2. Extension of Term: Subject to the provision of paragraph 9
hereof, the term of this Agreement shall be extended automatically
for consecutive periods of twelve (12) calendar months each,
commencing August 1, 1999, unless either party hereto shall give
written notice to the other, not later than one hundred twenty
(120) days prior to August 1, 1999 or August 1 of any calendar year
thereafter that either party elects to terminate this Agreement as
of August 1 of that year.
3. Duties: During the term hereof Xxxxxxx shall serve in the
executive position of President and Chief Executive Officer of CTI
and he shall perform during normal business hours such duties as
may be assigned to him from time to time by the Board of Directors
of CTI. Xxxxxxx shall report directly to the Board of Directors of
CTI.
4. Compensation: During the term hereof CTI shall pay Xxxxxxx
compensation at the rate of a minimum of One Hundred Sixty Thousand
($160,000) Dollars per year, payable in twenty-six equal payments
per year. Xxxxxxx'x compensation shall be reviewed annually by the
Board of Directors of CTI.
5. Expense Reimbursement and Fringe Benefits: CTI shall
reimburse Xxxxxxx for all expenses incurred by him on behalf of or
attributable to the business of CTI. Xxxxxxx shall be entitled to
all medical and hospitalization benefits, group life insurance
coverage, if any, and all other fringe benefits which CTI or its
associated companies currently provides or which it may hereafter
institute.
6. Restrictive Covenants: In the event that Xxxxxxx terminates
this Agreement, Xxxxxxx covenants and agrees that, for a period of
one (1) year following such termination, he will not engage,
directly or indirectly, as an owner, employee, officer, agent,
representative or otherwise, or become a principal stockholder, in
any business operating in the United States of America which is
competitive with the principal business engaged in by CTI.
7. Right of CTI to Injunction: If Xxxxxxx violates the
provisions of paragraph 6 hereof, CTI shall be entitled to an
injunction to be issued by a court of competent jurisdiction
enjoining the breach of said provisions by Xxxxxxx.
8. Safeguarding of Information: Xxxxxxx agrees that (a) he will
keep in strict confidence all proprietary information which he may
acquire during his employment relating to the business or affairs
of CTI or any of its associated companies; and (b) he will not,
without the prior written consent of CTI, communicate, divulge,
disclose, or use such confidential information except as may be
required to perform his duties hereunder.
9. Termination: In the event of the death of Xxxxxxx, this
Agreement shall terminate on the last day of the calendar month in
which such death shall occur, provided that all accrued rights of
Xxxxxxx at the time of his death (including salary, stock options,
severance pay installments and stock retirement benefits) shall be
paid to his wife, and if and so long as she shall survive him. If
his wife shall not survive him or shall not survive long enough to
receive the benefits of such rights, any balance remaining
thereafter shall be paid to Xxxxxxx'x estate.
CTI shall have the right to terminate this Agreement:
(a) at any time for cause which for the purposes hereof shall
mean any criminal act by Xxxxxxx for which he is
convicted; or
(b) if Xxxxxxx is personally unable to perform his duties
hereunder for a period of six (6) consecutive months due
to physical or mental illness, disability or incapacity;
provided, however, that if CTI shall have terminated this
Agreement because of such illness, disability or
incapacity and if such illness, disability or incapacity
shall have been cured prior to the expiration of this
Agreement, then, in such event, this Agreement shall ipso
facto be reinstated for the remainder of the term hereof
with the same force and effect as if CTI had never
exercised its right of termination except that Xxxxxxx
shall not be entitled to compensation hereunder for the
period during which this Agreement shall have been in a
state of termination, and the executive duties to be
performed by Xxxxxxx hereunder shall be those as shall be
specified by the Board of Directors of CTI.
In the event CTI terminates this Agreement without cause,
Xxxxxxx shall be paid, as liquidated damages, an amount
equal to the lesser of (a) one and one-half times his
then currently yearly salary, or (b) the total salary due
for the remaining term of this Agreement.
10. Incentive Compensation: CTI's Board of Directors will revise
and modify the Company's existing "Incentive Compensation Plan"
dated July 31, 1979 and Xxxxxxx will be eligible to participate in
this new plan.
11. Enforceability after Termination: The covenants and
agreements set forth in paragraphs 6, 7 and 8 shall survive and be
enforceable after the termination of this Agreement.
12. Complete Agreement: This Agreement constitutes the complete
agreement between CTI and Xxxxxxx, no verbal or other statements,
inducements or representations have been made to or relied upon by
Xxxxxxx, and no modification hereof shall be binding on either
party unless in writing and signed by both parties hereto.
13. Severability: If any term or provision of this Agreement
shall to any extent be held invalid or unenforceable, the remaining
terms and provisions of this Agreement shall not be affected
thereby and shall be valid and enforceable to the fullest extent
permitted by law.
14. Binding upon Successor: This Agreement shall be binding upon
and inure to the benefit of Xxxxxxx and shall be binding upon and
inure to the benefit of CTI and its successors and assigns.
However, in the event that CTI is acquired or merged with another
company, and/or experiences a significant change in its present
stock ownership by an individual or group of individuals (i.e. -
accumulation of more than 10% of the shares outstanding), Xxxxxxx'x
minimum rate of compensation under this Agreement will be his
present rate of compensation at the time of such merger,
acquisition, and/or change in stock ownership. Further, Xxxxxxx
will be given an opportunity to negotiate a new Agreement and/or to
modify this present Agreement prior to such change.
15. Governing Law: This Agreement shall be governed by the laws
of Connecticut as to both interpretation and performance.
16. Arbitration: Standard AAA provision.
IN WITNESS WHEREOF, Competitive Technologies, Inc. has caused
this Agreement to be duly executed by its authorized officers and
its corporate seal to be hereunto affixed, and Xxxxxx X. Xxxxxxx
has duly signed and sealed this Agreement, all as of the day and
year first above written.
ATTEST: COMPETITIVE TECHNOLOGIES, INC.
S/ Xxxxxxxx Xxxxxxxxxxx S/ Xxxxx X. XxXxxx, Xx.
Xxxxx X. XxXxxx, Xx.
Vice President, Finance
Treasurer and Secretary
S/ Xxxxx Xxxxxxx By: S/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Chairman of the Compensation and
Stock Option Committee of the Board
of Directors
S/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
