EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of December 31, 1996, by and between Glasgal Communications, Inc., a Delaware
corporation located at 000 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (the
"Company") and Xxxxx Xxxxxxx, residing at 0 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx
00000 (the "Executive").
IN CONSIDERATION of the covenants set forth herein, and other
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. TERM. The Company agrees to employ the Executive and the Executive
agrees to serve, on the terms and conditions of this Agreement, for a period
commencing as of January 1, 1997 and ending on October 31, 1997, or such shorter
period as provided for herein (the "Employment Period"). It is the intention of
the Executive to retire at the end of the Employment Period.
2. DUTIES. The Executive shall serve as the Company's Chairman of the
Board and President on a full-time basis and shall have such powers and duties
as provided by the By-Laws of the Company and as may be prescribed from time to
time by the Board of Directors of the Company.
3. COMPENSATION. For all services rendered by the Executive under this
Agreement, the Company shall pay the Executive a salary of $250,000 per annum,
payable in equal, bi-weekly installments, or such other greater amount as the
Board of Directors may determine. In addition to such salary, the Executive may
be paid a bonus from time to time at the discretion of the Board of Directors of
the Company. The parties agree that the Company is authorized to deduct from the
annual salary of the Executive, and any other compensation paid to the
Executive, such sums as are required by law to be deducted or withheld.
4. EXECUTIVE BENEFITS. The Executive shall be entitled to receive the
following benefits from the Company:
(a) The Company shall provide the Executive with an
annual car allowance in the amount of $4,000.00, such
allowance to be provided to the Executive in ten (10)
equal monthly installments;
(b) The Company shall obtain a life insurance policy
naming the Executive as the insured and such other
party as may be designated as the beneficiary by the
Executive, providing for death benefits of
$50,000.00, with respect to which the Company shall
pay all applicable premiums during the Employment
Period;
(c) The Company shall provide the Executive and his
family with medical insurance consistent with the
Company's current and future medical plans for its
employees;
(d) The Company shall provide the Executive with annual
dental benefits consistent with the Company's
current dental plan for all employees;
(e) The Company shall provide the Executive with
long-term disability insurance providing for
disability payments of $3,000.00 per month consistent
with the Company's current disability insurance plan
for all employees;
(f) The Executive shall be entitled to participate in the
Company's stock option plan as available to all
senior executives of the Company, subject to the
discretion of the Board of Directors; and
(g) The Executive shall be entitled to at the rate of
vacation of twenty three days per annum.
5. TERMINATION. The parties hereto agree as follows:
(a) The Executive's employment hereunder shall terminate
at the end of the Employment Period, or on any
earlier date upon six (6) months' prior written
notice provided by either party to the other party
pursuant to the requirements of Section 7 of this
Agreement;
(b) Other than as provided in Section 5(a) and Section
5(c) hereof, the Executive's employment may be
terminated by the Company, prior to the expiration
of the Employment Period, for Cause (as defined
herein), upon delivery of thirty (30) days prior
written notice thereof. For the purposes of this
Agreement, "Cause" shall mean (i) willful and
repeated refusal of the Executive to follow the
lawful directives of the Board of Directors of the
Company for the performance of material duties
which the Executive is required to perform
hereunder, other than any such failure resulting
from the Executive's incapacity due to physical or
mental illness or (ii) conviction of the Executive
for a felony involving moral turpitude.
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(c) If the Executive has failed to fulfill his normal
duties for the Company because of illness or
incapacity (whether physical or mental) for a period
of more than six (6) consecutive months during the
term of this Agreement, the Board may terminate this
Agreement at any time after the expiration of such
six-month period if at such time such illness or
incapacity is continuing.
(d) If the Executive dies during the Employment Period,
the Company shall pay to the Executive's estate such
compensation as would otherwise be payable to the
Executive until the end of the month in which his
death occurs.
(e) In the event that the Executive's employment is
terminated by the Company prior to the end of the
Employment Period pursuant to Section 5(a) hereof,
the Executive shall be entitled to receive from the
Company an amount equal to six (6) months' salary,
together with any bonuses earned as of the date of
termination, such payment to be made to the Executive
within 30 days of such termination.
6. MODIFICATION. This agreement sets forth the entire understanding of
the parties with respect to the subject matter hereof, supersedes all existing
agreements between them concerning such subject matter, and may be ratified only
by a written instrument duly executed by each party.
7. NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or delivered against receipt to the party to whom it
is to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in writing
in accordance with the provisions of this Section 7). Any notice or other
communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing the party's address which
shall be deemed given at the time of receipt thereof.
8. WAIVER. Any waiver by either party or a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
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9. SEVERABILITY. The provisions of this Agreement are severable. If any
provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions or
enforceable parts hereof shall not be affected thereby and shall be enforced to
the fullest extent by law.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey, without giving effect to
the conflict of laws provisions thereof.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
GLASGAL COMMUNICATIONS, INC.
/S/ XXXXX XXXXXXX By: /s/ XXXXX XXXX
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------------------------- Name: Xxxxx Xxxx
XXXXX XXXXXXX Title: Chief Executive
Officer
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