EXHIBIT 10.23
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of October 11, 1995
between KILOVAC CORPORATION, a California corporation ("Employer"), and Xxx
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XxXxxxxxx ("Employee"), with reference to the following facts:
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A. Employee has served Employer in the position of V.P. Sales &
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Marketing.
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B. Employer now desires to continue the employment of Employee on
the terms stated herein.
NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and the mutual
agreements set forth below, the parties agree as follows:
1. Employment. Employer hereby employs Employee, and Employee
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hereby accepts employment, in such positions as designated by the President or
General Manager of Employer, for the period beginning as of the date hereof
through October 31, 1998, unless sooner terminated as provided herein. Employee
shall report directly to the President of Employer and Employee's place for
employment shall be Employer's facility in Carpinteria, California, subject to
ordinary and necessary business travel.
2. Services. Employee shall devote substantially full time and his
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best efforts, knowledge and skill to the operation, promotion and advancement of
Employer's business. The specific duties of Employee shall be designated from
time to time by the President of Employer. Employee further convenants and
agrees that he will not, directly or indirectly, engage or participate in any
activities at any time during the term of this employment in conflict with the
best interests of Employer.
3. Salary and Benefits. Employer shall (i) pay Employee a salary of
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$108,160 payable in equal installments in accordance with Employer's normal
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payroll practices, (ii) provide Employee with fringe benefits in accordance with
Employer's policies in effect as of the date of this agreement and which may
from time to time be revised for key employees.
3.1 Severance. On termination of Employee for any reason other
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than Employee's voluntary resignation or termination of Employee under Section
4.1, Employer shall, on the effective date of any such termination, pay to
Employee severance pay equal to the greater of (i) Employee's salary (at the
rate then in effect) from the date of termination through October 1, 1998, and
(ii) the an amount equal to one year's salary of the Employee (at the rate then
in effect). In either case, Employee shall be continued (at no cost to
Employee) in medical and welfare benefits of Employer applicable to key
employees of Employer for one year
following termination. After October 31, 1998, severance provisions shall revert
to Kilovac's standard policies then in effect.
3.2 Salary and Benefits Review. The salary and benefits of
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Employee shall be reviewed annually. Nothing herein shall be construed as an
express or implied commitment by Employer to increase such salary or benefits,
but in no case shall Employee's annual salary be decreased without the prior
written consent of Employee.
4. Termination.
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4.1 Misconduct. Employer may terminate Employee immediately in
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the event of Employee's personal dishonesty, willful misconduct or breach of
fiduciary duty involving personal profit, intentional and habitual failure to
perform stated duties or willful violation of any law, rule or regulation
applicable to the business of Employer.
4.2 Breach. Employer may terminate Employee upon 30 days'
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notice to Employee if Employee shall be in material breach of any provision of
this agreement and shall have failed to cure such breach during such 30-day
period.
4.3 Disability. Employer may terminate Employee upon 90 days'
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notice to Employee in the event that prior to giving such notice Employee shall
have been totally or partially disabled, physically or mentally, for a period of
at least 90 days where such disability shall have been of a nature which had
prevented Employee from discharging his duties under this agreement for such 90-
day period.
4.4 Other. Either Employer or Employee may terminate
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xxxxxxxxxxxxxxxxxxx Employee's employment for any reason upon 90 days' notice to
the other party.
5. Disclosure of Information. Employee acknowledges that in and as
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a result of his employment hereunder Employee may be making use of, acquiring or
adding to confidential information of a special and unique nature and value
relating to the business of Employer, including, without limitation, trade
secrets, systems, procedures, manuals, formulas, confidential reports and lists
of clients, as well as the nature and type of products of Employer, the
equipment and methods used and preferred by customers of Employer, and the
prices paid by them. As a material inducement to Employer to enter into this
agreement and to pay to Employee the compensation stated herein, Employee
convenants and agrees that Employee shall not, at any time during or following
the term of this agreement, directly or indirectly, divulge or disclose for any
purpose whatsoever any confidential information that has been
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obtained by, or disclosed to, Employee as a result of Employee's employment by
Employer.
6. Inventions. Employee shall promptly disclose to Employer all
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inventions, discoveries and improvements, whether patentable or not (an
"Invention"), conceived or made by Employee during the term of employment, and
hereby assigns all rights thereto to Employer. EMPLOYEE SHALL NOT BE REQUIRED
TO ASSIGN ANY RIGHTS TO AN INVENTION FOR WHICH NO EMPLOYER EQUIPMENT, SUPPLIES
OR FACILITY, OR CONFIDENTIAL INFORMATION WAS USED IN THE DEVELOPMENT, IF SUCH
INVENTION WAS DEVELOPED ON EMPLOYEE'S OWN TIME AND (i) DOES NOT RELATE TO THE
BUSINESS OF EMPLOYER OR TO EMPLOYER'S ACTUAL OR ANTICIPATED RESEARCH OR
DEVELOPMENT.
7. Surrender of Books and Records. Employee shall on the
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termination of his employment in any manner immediately surrender to Employer
all lists, books and records, and other documents incident to Employer's
business and all other property belonging to Employer, it being distinctly
understood that all such documents are the property of Employer.
8. Waiver of Breach. The failure of Employer at any time to require
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performance by Employee of any provision hereof shall in no way affect
Employer's right thereafter to enforce the same, nor shall the waiver by
Employer of any breach of any provision hereof be taken or held to be a waiver
of any succeeding breach of any provision or as a waiver of the provision
itself.
9. Resignations. In the event that Employee's service hereunder are
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terminated under any of the provisions of this agreement, Employee agrees to
deliver a written resignation as an officer of Employer to the President, such
resignation to become effective immediately.
10. Notice. Any notice hereunder shall be in writing and shall be
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deemed given, if personally delivered, upon receipt or, if mailed, upon the
third business day following mailing by deposit in United States mail, postage
prepaid and addressed:
(a) If to Employer: Kilovac Corporation
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000
Attention: President
(b) If to Employee: Xxx XxXxxxxxx
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0000 Xxxxxxxxxxx Xx.
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Xxxx, XX 00000
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or to such other address as either party shall provide for such purpose pursuant
to this paragraph.
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11. Miscellaneous. This agreement shall be governed by and construed
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in accordance with the laws of the State of California; provided that Section 8
shall be governed by the laws of the jurisdiction in which the alleged breach of
such Section occurred. No rights or obligations hereunder may be assigned by
either party without the prior written consent of the other. This agreement
shall inure to the benefit of and be binding upon any successor of Employer.
This agreement supersedes any other employment or severance agreement previously
in effect with respect to Employee. If any provision of this agreement shall be
legally invalid and legally unenforceable, the same shall not affect in any
respect whatsoever the validity and enforceability of the remainder of this
agreement. This agreement cannot be amended, modified or supplemented in any
respect except by an agreement in writing signed by each party hereto.
IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement effective as of the date first set forth above.
KILOVAC CORPORATION
Dated: October 5, 1995 By ___________________________
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Xxxxxxx Xxxxxxxx, President
Employee:
Dated: October 4, 1995
- ______________________________
Name Xxx XxXxxxxxx
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