SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of December 4,
2001, is among Ultrak Operating, L.P., a Texas limited partnership ("Ultrak"
or the "Employer"), Ultrak, Inc., a publicly-held Delaware corporation (the
"Parent"), and Xxxxxx X. Xxxxxx (the "Executive").
RECITALS
A. The Employer is an affiliate of the Parent.
B. The Employer desires that the Executive continue to provide services
for the benefit of the Employer and the Parent and the Executive
desires to continue to provide such services upon the execution of
this Agreement by the Employer and the Parent.
C. The parties are entering into this Agreement to assure severance
benefits to the Executive since the Executive does not have an
employment agreement with the Employer or the Parent.
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants and conditions set forth below, the Employer and the Executive agree
as follows:
1. Definitions.
(a) "Affiliate" has the meaning ascribed to it in Rule 12b-2 of the
Securities and Exchange Act of 1934, as amended.
(b) "Disability" has the meaning ascribed to it in Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended.
(c) "Parent Affiliate" means any entity now or hereafter an Affiliate of
the Parent and includes, without limitation, the Employer.
(d) "Subsidiary" has the meaning ascribed to it in Rule 12b-2 of the
Securities and Exchange Act of 1934, as amended.
2. Executive's Position. The Executive agrees to remain the Chief Executive
Officer (CEO) of the Parent until the earlier of (a) the date the Parent hires a
new CEO or (b) December 31, 2002; provided, however, if a new CEO is hired by
the Parent before December 31, 2002, then the Executive agrees to serve as an
advisor to the new CEO and assist in the new CEO's transition until December 31,
2002.
3. Compensation to Executive. If, at any time while the Executive is employed by
the Parent or any Parent Affiliate (a) the Executive's employment is terminated
by the Parent or the Employer (it being understood that neither the Parent nor
the Employer can terminate the Executive before December 31, 2002), (b) the
Executive resigns (but solely for purposes of this
Agreement any such resignation shall be effective no earlier than December 31,
2002 and December 31, 2002 shall be the date of such resignation), (c) the
Executive dies, or (d) the Executive suffers a permanent Disability (each of
(a), (b), (c), and (d) is hereafter referred to as a "Triggering Event"), then
upon the first to occur of a Triggering Event, the following compensation
shall be due and payable to the Executive on the terms and conditions set
forth below:
(a) The Employer shall pay the Executive one-twelfth of his last annual
base salary immediately preceding the date of the Triggering Event
each month for a period of 36 months (the "Severance Period") with
such amount to be payable on the same basis as the base compensation
for all of the other executives of the Employer or the Parent (the
"Severance Pay"). The Severance Pay shall be subject to all
appropriate tax withholding.
(b) During the Severance Period, the Executive shall be entitled to any
dental insurance, health insurance, disability insurance, and/or life
insurance benefit plans or programs as maintained by the Employer or
the Parent for the benefit of its or their employees and the
Executive's coverage under such plans during the Severance Period
shall be at least equal to the coverage provided to the Executive at
the time immediately preceding the commencement of the Severance
Period; provided, however, if the Parent or the Employer terminates
the participation of all participants in any benefit plan or program,
then the Executive's participation in any such benefit plan or
program may also be terminated without any violation of this
Agreement.
(c) Upon the occurrence of a Triggering Event, the Parent and the
Employer hereby commit to promptly loan (the "Loan") the Executive
sufficient funds to allow the Executive to exercise all unexercised
stock options (but not warrants) to acquire the Parent's Common
Stock. The Loan shall be for a term of three (3) years at an interest
rate equal to the prime rate or base rate of Bank of America, N.A. on
the date of the Loan. The principal amount of the Loan shall be due
and payable at the end of the Loan period. Interest shall be due and
payable on each anniversary of the date the Loan is made. The Loan
shall be secured by all shares of Parent's Common Stock then owned or
acquired by the Executive, but shall otherwise be a no personal
liability loan to the Executive.
4. Waiver of Breach. A waiver in writing of a breach of any provision of this
Agreement shall not operate or be construed as a waiver or estoppel by the
waiving party of any subsequent breach, and no waiver shall be valid unless it
is contained in a signed writing.
5. Resolution of Disputes. If there is a dispute arising from any breach or
alleged breach of this Agreement, then the parties agree that the dispute will
be subject to mediation and to binding arbitration under the rules of the
American Arbitration Association.
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6. Binding Effect. This Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their heirs, successors, and assigns.
7. Entire Agreement. This Agreement sets forth the entire and final agreement
and understanding of the parties with respect to the subject matter hereof and
contains all of the agreements made between the parties with respect to the
subject matter hereof. This Agreement expressly supersedes any existing
severance agreement between or among any of the Parent, any Parent Affiliate
and the Executive and this Agreement supersedes any and all other agreements,
either oral or in writing, between or among the parties hereto, with respect
to the subject matter hereof. No change or modification of this Agreement
shall be valid unless in writing and signed by the Employer, the Parent and
the Executive.
8. Severability. If any provision of this Agreement shall be found invalid or
unenforceable for any reason, in whole or in part, then such provision shall
be deemed modified, restricted, or reformulated to the extent and in the
manner necessary to render the same valid and enforceable, or shall be deemed
excised from this Agreement, as the case may require, and this Agreement shall
be construed and enforced to the extent necessary to protect the interests of
all parties hereto, as if such provision had been originally incorporated
herein as so modified, restricted, or reformulated or as if such provision had
not been originally incorporated herein, as the case may be. The parties
further agree to seek a lawful substitute for any provision found to be
unlawful; provided, that, if the parties are unable to agree upon a lawful
substitute, the parties desire and request that a court or other authority
called upon to decide the enforceability of this Agreement modify those
restrictions in this Agreement that, once modified, will result in an
agreement that is enforceable to the extent necessary to protect the interests
of all parties hereto.
9. Headings. The headings in this Agreement are inserted for convenience only
and are not to be considered in construing the provisions hereof.
10. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be considered an original, but which when taken together, shall
constitute one agreement.
11. Expenses. In any proceeding brought by the Executive, on the one hand, or
the Employer and/or the Parent, on the other hand, to enforce any of the
provisions of this Agreement, all expenses incurred by the party in connection
with such actions, including reasonable attorneys' fees, shall be borne by
that party.
12. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws (and not the conflicts laws) of the State
of Texas.
13. Notices. All notices, requests, consents, directions, and other
instruments and communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
(a) delivered by certified mail, return receipt requested, with postage
prepaid or (b) sent by third party courier or overnight delivery service, to:
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Employer or Parent: Ultrak, Inc. Executive: Xx. Xxxxxx X. Xxxxxx
0000 Xxxxx Xxxxx Xxxxx 00000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxx 00000 Xxxxxx, Xxxxx 00000
Attn: President
General Counsel
14. Guarantee by the Parent. The Parent guarantees the obligations of the
Employer in this Agreement.
IN WITNESS WHEREOF, the parties have set their signatures as of the date
first written above.
EMPLOYER: EXECUTIVE:
ULTRAK OPERATING, L.P.
By: ULTRAK GP, INC.
By: _________________________ _______________________________
Its:______________________ Xxxxxx X. Xxxxxx
Address: Ultrak, Inc. Address: 00000 Xxxxxx Xxxx
0000 Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00000
Xxxxxxxxxx, Xxxxx 00000
Attn: President
General Counsel
PARENT:
ULTRAK, INC.
By:__________________________
Its:______________________
Address: Ultrak, Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attn: President
General Counsel
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