AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
20th day of November, 1996, by and between DIAGNOSTIC RETRIEVAL SYSTEMS.
INC., a Delaware corporation (the "Company"), having an address at 0 Xxxxxx
Xxx, Xxxxxxxxxx, Xxx Xxxxxx and Xxxx X. Xxxxxx (the "Executive"), currently
residing at 000 Xxxxxxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx 00000.
WHEREAS, the Executive desires to enter into an agreement of employment
with the Company in accordance with the terms and conditions set forth herein:
and
WHEREAS, the Company desires to continue to employ the Executive as Its
Chairman of the Board, President and Chief Executive Officer in accordance with
the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto, intending legally to be bound, hereby
agree as follows:
1. Term of Employment. This Agreement shall be effective from the date first
above written (the "Effective Date") and its initial term shall continue in
effect until the third anniversary of the Effective Date (such period being
the "Initial Term"). On November 2Oth of each year, beginning on November 20,
1998, this Agreement shall automatically be renewed for successive two year
periods, unless at least ninety (90) days prior to the end of each renewal date
either party hereto gives written notice to the other party of its intention not
to renew this Agreement and, as provided below, shall remain in effect following
a Change in Control. This Agreement may be terminated at any time during its
initial term or during any renewal term solely in accordance with the terms and
conditions of Section 5 hereof.
2. Duties.
2.1 Position. The Company hereby employs the Executive in a professional
capacity with the title of Chairman of the Board, President and Chief Executive
Officer of the Company, and the Executive hereby accepts such employment and
undertakes and agrees to serve in such capacities. In such capacities, the
Executive shall have such powers, perform such duties and fulfill such
responsibilities typically associated with such positions in other
publicly-held companies, including, without limitation, planning, supervision
and control of the operations and financial affairs of the Company, management
and direction of the Company's operating divisions, and such other general
powers and duties of an operational or supervisory nature usually vested in the
offices held by him. In addition. subject to his election by the stockholders
of the Company, the Executive shall serve on the Company's Board of Directors
as Chairman of the Board. Performance of his duties hereunder shall in no event
require that the Executive, work on a regular basis at any location other than
within twenty (2O) miles of his present office location; provided, however,
that if Executive initiates a relocation of his present office, such shall be
deemed
1
a consent to performance of his duties in such location. The Executive shall
devote substantially all of his working time and efforts to the performance of
his duties hereunder. The Executive shall report directly to the Board of
Directors of the Company, and shall have the authority to hire and discharge
any employee or independent contractor of the Company or its affiliates.
2.2 Limitation on Other Employment. During the term of his employment
hereunder, the Executive will not engage in any other occupation for gain,
profit or pecuniary advantage without the consent of the Board of Directors
of the Company; provided, however, that this limitation shall not be construed
as preventing him from (a) serving on the board of directors of any corporation
not directly competitive with the Company (provided that Executive has informed
the Board of Directors of the Company of his intention to so serve and that the
Board of Directors of the Company has not objected thereto within twenty days of
its receipt of Executives notice), and (b) investing or trading in securities
or other forms of investment, in each case so long as such activities do not
materially interfere with the performance of his duties hereunder and such
investments do not represent the ownership of 5% or more of the capital stock of
publicly traded entities.
3. Compensation.
3.1 Base Salary. In consideration of the services rendered hereunder, the
Company shall pay the Executive during the Initial Term of this Agreement a base
salary at the rate of THREE HUNDRED TWENTY THOUSAND DOLLARS ($320,000) per annum
or at such higher rate as the Company's Board of Directors may reasonably
determine ("Base Salary"), which amount will be payable to him in bi-weeklv
installments (or at such intervals as other salaried employees of the Company
are paid). The amount of the Executive's Base Salary shall be reviewed annually
by the Compensation Committee of the Board of Directors of the Company (the
"Compensation Committee"), but shall not be reduced without written consent of
the Executive and shall in all events be increased annually by the percentage
change in the Consumer Price index for Urban Wage Earners - New York, N.Y. -
Northeastern N.J. ("CPI"). The Executive and the Company may agree on a higher
Base Salary for any renewal term of this Agreement but if they do not agree by
the beginning of a renewal term, the Executive's Base Salary shall be the base
salary he received in the year immediately prior to the renewal term increased
by the percentage change in the CPI.
3.2 Incentive Compensation.
(a) To further the attainment of the Company's long-term profit and
growth objectives, the Executive shall be eligible to receive an incentive
bonus in all events equal to no less a percentage of the Executive's Base
Salary as shall be equal to that percentage attainable by the Executive
under the currently effective Incentive Compensation Plan ("ICP").
Specific annual entitlements to bonus awards shall be predicated on the
Executive's performance and subject to the Company achieving its
operating targets, consistent with the rules as set forth in the ICP.
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(b) The Executive shall participate in all other Bonus, Long-Term
Capital Accumulation and/or Stock-Based Programs that the Company may
adopt from time to time.
(c) To further provide Executive with appropriate incentive and reward
to continue as Chief Executive Officer of the Company and to acquire a
proprietary interest in the long-term success of the Company, the Company
hereby grants, pursuant to the Company's 1996 Omnibus Plan (the "Plan"),
fifty thousand (50,000) options to acquire Company Stock. These
options shall be Incentive Stock Options to the extent permitted by the
Plan and Non-Qualified Stock Options for the balance. The option exercise
price payable shall be the Fair Market Value of a share of Company Stock.
The term of the option shall be ten (10) years and shall vest, be
exercisable and the Executive shall have Reload Options all as provided in
Section 7 of the Plan. All capitalized terms shall have the meaning
specified in the Plan.
As further incentive for the Executive to pursue acquisition targets
for the Company, upon the consummation of any Board approved acquisition,
it is the parties intention that the Board consider appropriate
compensation to Executive on a case-by-case basis.
4. Benefits.
4.1 Benefit Programs. The Executive will be included in all group insurance
plans ("Insurance Plans"), retirement plans, and other benefit plans and
arrangements (such retirement and other benefit plans and arrangements, together
with the Insurance Plans, the "Benefit Program") available to executives of the
Company, as such plans may be or have been adopted from time to time. The
Company will provide to the Executive the specific benefits listed on Schedule A
hereto.
4.2 Vacation. The Executive shall be entitled to five (5) weeks of vacation
with pay during each twelve (12) month period of employment under this
Agreement.
4.3 Automobile and Other Expenses. The Company will provide the Executive
with an automobile of the type currently provided to him and the Company will
pay, or reimburse him for, all business related operating expenses of such
automobile without limitation, insurance, service, repairs, gasoline and oil).
The Company will also reimburse the Executive for: (1) his ordinary and
customary business expenses incurred in the performance of his duties
hereunder, (ii) a comprehensive annual physical examination by a physician of
his choice and (iii) tax planning and financial counselling by professionals of
his choice up to an annual limitation of $10,000.
5. Termination.
5.1 Termination by the Company for Cause.
(a) Definition. The Company may terminate the Executive's employment
hereunder for "Cause" which shall be limited to:
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(i) Gross neglect or dereliction of Executive's duties or other
grave misconduct by him and the failure to cure such situation within
twenty days after receipt of a notice thereof from the Board of
Directors.
(ii) Executive's engaging in conduct which has caused
demonstrable and serious injury to the Company, monetary or
otherwise, as evidenced by a written determination authorized by the
Board of Directors of the Company, or
(iii) Executive's conviction for or plea to a felony or for any
lesser crime which involves the property of the Company.
(b) Compensation upon Termination for Cause. Upon the termination of
the Executive's employment for Cause, the Company shall pay the Executive
his Base Salary, prorated Incentive Compensation and continued
participation in the Benefit Program, through the effective date of such
termination.
5.2 Termination For Disability or Death.
(a) Disability. The Company may terminate the Executive's employment
hereunder in the event of the Executive's permanent disability. For the
purposes of this Agreement, permanent disability shall mean the Executive's
inability, whether mental or physical to perform the regular duties of his
employment on a full-time continuous basis for six (6) consecutive months
(the "Disability Period"). If a policy of disability insurance is in effect
insuring the Executive, then in no event shall Executive be deemed to be
disabled until he is determined to be entitled to receive disability income
payments pursuant to such disability policy. During the Disability Period,
the Company shall (i) pay the Executive his full Base Salary then in
effect, as well as any ICP benefit to which he would otherwise be entitled,
reduced by any amounts to which he actually receives under any disability
plan maintained by the Company during the Disability Period, and (ii) shall
continue his participation in the Benefit Program. The Company shall notify
the Executive in writing of any such finding on its part at the end of
the Disability Period. If the Company and the Executive are unable to agree
whether he is so disabled the question shall be decided by a panel of three
physicians, one to be designated by the Company, one by the Executive and
one by the first two so designated. The determination of the panel shall
be final and binding upon the parties with costs of the panel to be paid
by the Company.
(b) Death. The Executive's employment hereunder will terminate upon
the Executive's death.
(c) Compensation Upon Termination For Disability or Death.
(i) If the Company terminates the Executive's employment due to
permanent disability, pursuant to Subsection 5.2(a) herein, the
Company shall pay the Executive his monthly Base Salary then in
effect for one (1) year after his termination, reduced by any
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amounts to which he actually receives under any disability plan
maintained by the Company and shall pay the Executive when due, a
pro-rata portion of the bonus determined pursuant to (iii) below
corresponding to the period of his employment during the termination
year.
(ii) If the Executive's employment is terminated due to his
death, pursuant to Subsection 5.2(b) herein, the Company shall pay
the Executive's estate or designated beneficiary (A) the Executive's
Base Salary and any other amounts due or earned through the date of
death, and (B) until the end of the fiscal year in which occurred the
date of death or, if greater, for three months following the date of
death, the Executive's Base Salary as then in effect, and (C) a
pro-rata portion of the bonus determined pursuant to (iii) below
corresponding to the period of his employment during the termination
year.
(iii) For purposes of determining the bonus payable in the year
of termination, the Company shall pay a bonus equal to the amount of
the most recent full year's bonus paid to Executive preceding the year
of termination, pro-rated for the period of his employment during the
termination year.
(d) Benefits upon Termination for Death or Disability.
(i) If the Company terminates the Executive's employment due to
his permanent disability, pursuant to Subsection 5.2(a) herein, the
Company shall continue to provide him and his dependents coverage
under the Insurance Plans, at his option, for the longer of Executive
reaching the age of sixty-five (65) or the period required by
applicable law. The Company shall provide such coverage at its expense
(except with respect to those costs for which the Executive was
responsible prior to the termination of employment).
(ii) If the Executive's employment is terminated due to his
death, pursuant to Subsection 5.2(b) herein, the Company shall
continue to provide the Executive's dependents medical insurance
coverage, at their option, for the longer of one (1) year after his
death, the period for which Executive's children would be considered
dependents for health insurance purposes, or the period required by
applicable law. The Company shall provide such coverage at its expense
(except for those costs for which the Executive was responsible prior
to this death).
5.3 Termination By The Executive.
(a) Good Reason. The Executive may terminate his employment during the
Employment Period hereunder for "Good Reason" (i) upon the failure by the
Company (or its stockholders as the case may be) to elect or reelect or to
appoint or reappoint the Executive as a member of the Board of Directors of
the Company or to the offices of President and Chief Executive Officer of
the Company or (ii) after the occurrence, without the written consent of
the Executive, of an event constituting a material breach of this Agreement
by the Company that has not been fully cured within twenty (20) days after
written notice thereof has been given by the Executive to the Company, or
(iii) upon the occurrence of any action taken by the Company
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which would constitute a constructive termination; provided, that, in
addition to and without limiting the generality of the foregoing, on and
after a Change in Control (as defined in Section 5.3(c)) herein), any one
of the following events shall be deemed a material breach of this
Agreement;
(i) the assignment to the Executive of any duties inconsistent with
the Executive's then status as an executive officer of the Company or a
substantial adverse alteration in the nature of the Executive's
responsibilities from those in effect immediately prior to the Change in
Control;
(ii) a reduction by the Company in the Executive's Base Salary as in
effect immediately prior to the Change in Control;
(iii) a reduction in the aggregate percentage upon which the Execu-
tive's Incentive Compensation is determined following the Change of Control
unless equivalent reductions are made generally for other executives of the
Company;
(iv) the relocation of Executive's principal place of employment,
without his consent, to a location more than twenty (20) miles from the
place of such employment immediately prior to the Change in Control;
(v) the failure by the Company to continue to provide the Executive
with benefits substantially similar to those enjoyed by Executive under
the Benefit Program, as in effect immediately prior to the Change in
Control, the taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive the Executive
of any material fringe benefit enjoyed by the Executive immediately prior
to the Change in Control, or the failure by the Company to provide the
Executive with the number of paid vacation days to which Executive is
entitled on the basis of years of service with the Company in accordance
with the Company's normal vacation policy in effect immediately prior to
Change in Control;
(vi) the failure of a successor to the Company to expressly assume and
agree to perform this Agreement pursuant to Section 5.6 hereof.
(b) Compensation and Benefits upon Termination by The Executive.
(i) In the event of a termination of this Agreement by the Executive,
without Good Reason, the Company shall provide to him his Base Salary,
the pro-rata portion of the bonus determined pursuant to Section
corresponding to the period of his employment during the termination year
and continued participation in the Benefit Program through the effective
date of such termination.
(ii) If the Executive terminates his employment hereunder for Good
Reason. (A) if there has not occurred a Change in Control, the Company
shall also pay him, as
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liquidated damages under this Agreement, his monthly Base Salary then in
effect for the balance of this Agreement then in effect, but for not less
than one year plus the pro-rata portion of the bonus determined pursuant to
Section 5.2(c)(iii); (B) if there has occurred a Change in Control, the
Company shall pay him, as liquidated damages under this Agreement, a lump
sum equal to 2.99 times the sum of his the sum of his Base Salary then in
effect plus the bonus earned by him during the immediately preceding fiscal
year of the Company, and (C) in either case, the Executive's employment
shall be deemed to continue for the balance of the Agreement for purposes
of determining his participation in the Benefit Program; provided, however,
that if such participation by him after termination of employment is not
permitted under any such plan, the Company will provide him with the
equivalent benefits. The Company will pay the total costs of the
Executive's participation in such plans or the equivalent thereof. During
the period the Executive will have full use of the Company-supplied
automobile. The Executive also will be provided with outplacement
assistance utilizing a consultation service designated and paid for by the
Company. Furthermore, all stock options granted to Executive shall
immediately vest and be exercisable for a period of 12 months following
termination.
(c) Definition of Change in Control. A "Change in Control" shall mean the
occurrence of the event set forth in any one of the following paragraphs:
(i) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its affiliates) representing 20% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (A) of paragraph (iii) below; or
(ii) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the
date hereof, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual
or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Company's stockholders was approved or recommended by a vote of at least
two-thirds of the directors then still in office who either were directors
on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended; or
(iii) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other
corporation, other than (A) a merger or consolidation which would result in
the voting securities of the Company, outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any
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parent thereof) at least 60% of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired
directly from the Company or its Affiliates other than in connection with
the acquisition by the Company or its Affiliates of a business)
representing 20% or more of the combined voting power of the Company's
then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least 60% of the combined voting power of the voting securities
of which are owned by the stockholders of the Company in substantially the
same proportions as their ownership of the Company immediately prior to
such sale.
For purposes of this Section 5.3(c), the following definitions shall apply:
"Person" shall have the meaning given in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Act,"), as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company. "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Act. "Affiliate" shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Act.
5.4 Termination by the Company other than for Cause.
(a) Compensation Upon Termination by the Company other than for
Cause. If the Company terminates the Executive's employment hereunder
without "Cause," the Company shall pay the Executive the amounts
described in 5.3(b)(ii).
(b) Benefits Upon Termination by the Company other than for Cause. If
the Company terminates the Executive's employment hereunder without
"Cause," the Executive's employment shall be deemed to continue for the
balance of the Agreement for purposes of determining his participation
in the Benefit Program existing prior to the termination or under any
equivalent plan providing the same coverage which may be substituted for
any such plan; provided, however, that if such participation by him after
termination of employment is not permitted under any such plan,
the Company will provide him with the equivalent benefits. The Company
will pay the total costs of the Executive's participation in such plans
or the equivalent thereof. During this period the Executive will have full
use of the Company-supplied automobile. The Executive also will be provided
with out-placement assistance utilizing a consultation
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service designated and paid for by the Company. Furthermore, all stock
options granted to Executive shall immediately vest and be exercisable for
a period of 12 months following termination.
5.5. Insurance. As soon as practicable and if available on commercially
reasonable terms, the Company shall purchase key man insurance sufficient to
cover its severance obligations to the Executive under Sections 5.1(b),
5.3(b), and 5.4(b).
5.6 Successor. The Company, or any entity which controls the Company, shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or
assets of the Company by written agreement expressly to assume and agree to
perform this Agreement in the same manner and to the same extent as the Company
would be required to perform if no such succession had occurred. Failure of the
Company or a controlling entity to obtain such agreement prior to the effective
date of any such succession followed by failure of the successor to honor this
Agreement shall be a breach of this Agreement and shall entitle the Executive to
the rights and benefits hereunder as though he had terminated his employment
with the Company for Good Reason pursuant to paragraph 5.3 hereof (including
those provisions which concern compensation following a Change in Control),
whether or not he terminates his employment with the Company. As used in this
Agreement, "Company" shall mean the Company as defined above and any successor
to all or substantially all of its business or assets which becomes bound by all
of the terms and conditions of this Agreement.
6. Restrictions.
6.1 Confidential Information. The Executive agrees that during and after
the period of his employment he will not, without authorization from the
Company, divulge, disclose or otherwise communicate to any person or company any
information of a confidential nature pertaining to specific details of the
Company's business, functions or operations, except in connection with the
discharge of his duties hereunder, or pursuant to the order of a court of
competent jurisdiction. The Executive further agrees that, upon termination of
his employment with the Company for any reason, he will prompty return to the
Company all books and records of or pertaining to the Company's business, and
ail other property belonging to the Company which is in his custody or
possession.
6.2 Non-Compete. During his employment by the Company and in the event he
is terminated by the Company for Cause or terminates his employment without Good
Reason, for twelve (12) months thereafter, subject to Section 2.2 above, the
Executive shall not compete with the Company in any activity relating to the
business of the Company as conducted by the Company during the term of this
Agreement. For purposes of the preceding sentence, competition shall include,
without limitation, direct or indirect competition by the Executive, whether as
an owner, officer, director, employer, partner, consultant, advisor, contractor,
principal agent, licensor, employee or affiliate of a person firm, venture or
corporation that so competes with the Company. Without the prior written
approval of the Board of Directors, the Executive further
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agrees that during the twelve (12) month period following the termination of
this Agreement for any reason he will not solicit for employment any employee of
the Company.
6.3 Cause of Action. The parties hereby declare that the rights of the
Company are of a unique nature, the loss of which may cause irreparable harm,
and that it may be impossible to measure in money the damages which will accrue
to the Company by reason of the loss of such rights or a failure by the
Executive to perform or adhere to any of the obligations under Sections 6.1 and
6.2 hereof. The Executive expressly acknowledges that remedies at law alone will
be inadequate to compensate the Company for any breach or violation of any of
the provisions of Sections 6.1 or 6.2 hereof, and that the Company, in addition
to all other remedies hereunder or thereunder, shall be entitled, as a matter of
right, to seek injunctive relief, including specific performance, with respect
to any such breach of violation, in any court of competent jurisdiction.
7. Legal Matter.
7.1 Resolution of Conflict. Any and all disputes, claims and controversies
between the parties hereto concerning the validity, interpretation, performance,
termination or breach of this Agreement, which cannot be resolved by the parties
within ninety (90) days after such dispute, claim or controversy arises shall,
at the option of either party, be referred to and finally settled by
arbitration. Such arbitration shall be initiated by the initiating party giving
notice (the "Arbitration Notice") to the other party (the "Respondent") that it
intends to submit such dispute, claim or controversy to arbitration. Each party
shall, within thirty (30) days of the date the Arbitration Notice is received by
the Respondent, designate a person to act as an arbitrator, if either party
fails to designate a person to Act as an arbitrator within the time specified
herein the arbitration shall be conducted by the sole designated arbitrator. The
two arbitrators appointed by the parties shall, within thirty (30) days after
their designation appoint a third arbitrator who shall act as presiding
arbitrator (the "Presiding Arbitrator"). If the two arbitrators designated by
the parties are unable to appoint a Presiding Arbitrator, the Presiding
Arbitrator shall be appointed according to the rules of the American Arbitration
Association as in effect on the date the notice of submission to arbitration is
given (the "Rules").
Such arbitration shall be held in New Jersey in accordance with the Rules
except as otherwise expressly provided herein. The arbitrators shall, by
majority vote, render a written decision stating reasons therefor in reasonable
detail within three (3) months after the appointment of all the arbitrators.
Each party shall bear its own costs and attorneys fees. All other costs and
expenses of arbitration shall be apportioned between the parties by the
arbitrators. The award of the arbitrators shall be made in United States
currency and shall be final and binding, and judgment thereon may be rendered by
any court having jurisdiction thereof, or application may be made to such court
for the judicial acceptance of the award and an order of enforcement as the case
may be.
7.2 Agreement Confidential. Both the Executive and the Company will keep
the terms of this Agreement confidential provided that this provision shall not
restrict any disclosure by the Company pursuant to any applicable law,
regulation or Judicial order.
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7.3 Notices. All notices, requests, consents and other communications,
required or permitted to be given hereunder, shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed first class,
postage prepaid, by registered or certified mail, addressed to either party at
the address first written above (or to such other address as either party shall
designate by notice in writing to the other party in accordance herewith).
8. Miscellaneous.
8.1 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New Jersey applicable to
agreements made and to be performed within New Jersey, without regard to the
principles of conflict of laws.
8.2 Headings. The sections headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
8.3 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and from and
after the date hereof supersedes all prior agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof provided,
however, that the benefits conferred under this Agreement are in addition to,
and not in lieu of, any and all benefits conferred under plans and arrangements
currently in effect for the Executive.
8.4 Assignment. This Agreement is binding upon and shall insure to the
benefits of the Executive and his estate, but the Executive's rights and
obligations hereunder may not be assigned or pledged by him.
8.5 Modification. This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms or covenants hereof may be waived,
only by written instrument executed by both of the parties hereto or in the case
of a waiver, by the party waiving compliance.
8.6 Section 162(m). In the event compensation payable to Executive
hereunder in any single tax year would result in the non-deductibility of a
portion of such compensation by the Company solely by reason of Section 162(m)
of the Internal Revenue Code of 1986, as amended, then, and in such event, the
Company shall be permitted to defer payment of such non-deductible amount to
the Executive to be paid to him on the first day of the succeeding tax year of
the Company.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement with legal and binding effect as of the day and year first above
written.
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
BY: /s/ XXXX X. XXXXXX
-------------------------------------
Xxxx X. Xxxxxx
Chairman, Compensation Committee of
the Board of Directors
THE EXECUTIVE
/s/ XXXX X. XXXXXX
--------------------------------------
Xxxx X. Xxxxxx
SCHEDULE A
Xxxx X. Xxxxxx
Group/Executive Benefits
GROUP PLANS BENEFIT
----------- -------
DRS Group Medical/Dental Plan Vanes
DRS Group Life Insurance Plan $50,000
DRS Group AD&D $500,000
DRS Long Term Disability Plan S5,000 monthly benefit
DRS Retirement/Savings Plan (401K) Varies - Fully vested
DRS Reimbursement Account Plan (IRC 125) Varies (See below)
EXECUTIVE PLANS/BENEFITS BENEFIT
------------------------ -------
Executive Incentive Compensation Plan Varies
1991 DRS Stock Option Plan See Proxy for current options
1996 Omnibus Plan No grants issued at present
Group Life Carve-Out $450,000
Life Insurance $100,000 (family beneficiary)
S100,000 (family beneficiary)
$250,000 (split DRS/family)
$1,000,000 (split DRS/family)
$2,000,000 (family beneficiary)
S1,600,000 (SERP pre-retirement
death benefit)
Long Term Disability $6,340 monthly benefit
$3,000 monthly benefit
$2,000 monthly benefit
DRS Reimbursement Account: one time annual deposit to the
reimbursement account (amount may vary from year to year) $10,000 for 1996
Supplemental Executive Retirement Plan (SERP) Determined at
time of
Retirement
