Exhibit 10.25
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), effective as of March 23, 1998
(the "Effective Date"), between UNI-STAR INDUSTRIES, INC., a Delaware
corporation (the "Company"), and XXXXXX XXXXXXXX, (the "Employee").
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereto agree as follows:
1. Employment, Duties and Acceptance.
1.1. The Company hereby employs the Employee, for the Term (as
hereinafter defined), to render exclusive full-time services to the business of
the Company as the President of the Company, subject to the direction of the
Board of Directors of the Company and the President and Chief Executive Officer
of Alpha Technologies Group, Inc. ("Alpha" or "ATGI"), the Company's corporate
parent, and, in connection therewith, to perform such executive, marketing,
product development, administrative and managerial duties as he shall reasonably
be directed by the Board of Directors of the Company or the President and Chief
Executive Officer of Alpha.
1.2. Acceptance of Employment by the Employee. The Employee hereby
accepts such employment and agrees to render the executive and managerial
services described above on the terms and conditions set forth.
1.3. Place of Employment. The services to be performed hereunder by
the Employee shall be performed primarily at the offices of the Company, which
are currently located in South Pasadena, California, subject to reasonable
travel requirements on behalf of the Company.
1.4. Vacation. The Employee shall be entitled to vacation at the rate
of three weeks for each twelve months of his employment during the Term, without
compensation for any accrued and unused vacation days as of the end of the Term.
2. Term of Employment. The term of the Employee's employment under this
Agreement (the "Term") shall commence on Effective Date and shall end on March
31, 1999, unless sooner terminated pursuant to Article 4 of this Agreement.
3. Compensation.
3.1. Salary and Benefits. As full regular compensation for all
services to be rendered pursuant to this Agreement, the Company agrees to pay
the Employee, during the Term, a salary at the fixed rate of $125,000 per annum
(the "Annual Salary"). Said Annual Salary will be payable in such payroll
installments as the Company ordinarily pays its salaried employees, less such
deductions and withholdings as shall be required by applicable law and
regulations.
3.2. Options. As a further inducement to the Employee to enter into
this Agreement, Alpha is herewith granting to the Employee an option to purchase
15,000 shares of Alpha's common stock under its 1994 Stock Option Plan at an
exercise price reflecting the market price of the stock on the date of grant.
3.3. Bonus Compensation. Employee shall be eligible to participate
in, and to receive bonuses in accordance with, the Company's bonus plan. All
such payments shall be less such deductions and withholdings as may be required
by applicable law and regulations.
3.4. Expenses. The Company shall reimburse the Employee for all
reasonable expenses actually incurred or paid by him during the Term in the
performance of his services under this Agreement, upon presentation of expense
statements or vouchers of such other supporting information as it may require;
provided, however, that the maximum amount available for such expenses during
any period may be fixed in advance by the Chairman of the Board of Directors.
3.5. Benefits. The Employee shall be eligible to all rights and
benefits under any pension, group insurance or other so-called "fringe" benefits
which the Company may, in its sole discretion, provide for him and its senior
employees generally.
4. Termination.
4.1. Termination upon Death. If the Employee shall die during the
Term, this Agreement shall terminate, except that the Employee's legal
representatives shall be entitled to receive the Annual Salary provided for in
Section 3.1 of this Agreement to the 60th day after the date of the Employee's
death.
4.2. Termination upon Disability. If during the Term the Employee
shall become physically or mentally disabled, whether totally or partially, so
that he is unable substantially to perform his services hereunder for (i) a
period of three consecutive months, or (ii) for shorter periods aggregating
three months during
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any twelve-month period, the Company may at any time after the last day of the
third consecutive month of disability or the day on which the shorter periods of
disability shall have equaled an aggregate of three months, by written notice to
the Employee (but before the Employee has recovered from such disability),
terminate the term of the Employee's employment hereunder. Notwithstanding such
disability the Company shall continue to pay the Employee the Annual Salary
herein provided for in Section 3.1 up to and including the date of such
termination. Nothing in this Section 4.2 shall be deemed to extend the Term.
4.3. Termination for Cause. Nothing contained herein shall preclude
the Company from terminating this Agreement for cause without notice, in which
case the Company shall have no further obligation to the Employee. Upon such
termination no incentive compensation shall be payable for the fiscal year in
which the termination took place. As used herein the term "for cause" shall be
deemed to include, with respect to the Employee breach of any of his
representations in this Agreement, chronic alcoholism, drug addiction, criminal
dishonesty, conviction of the Employee of any felony, or of any lesser crime or
offense involving the property or affairs of the Company or Alpha,
misappropriation of any money or other assets or properties of the Company or
Alpha, or any of its subsidiaries or operations, willful violation of specific
and lawful directions from the Board of Directors or the President of Alpha
(which directions must not be inconsistent with the provisions of this
Agreement), failure or refusal to perform the services required of the Employee
under this Agreement, willful misconduct by the Employee in connection with the
performance of his duties hereunder, or any other misconduct on the part of the
Employee seriously detrimental to the best interest of the Company or that of
its subsidiaries or operations.
5. Employee's Representation.
5.1. Representations. The Employee represents and warrants to the
Company that: (a) he is subject to no contractual, fiduciary or other
obligation which may affect or limit the performance of his duties under this
Agreement, (b) he has delivered to the Company his completed and signed
Officer's Questionnaire, (c) his answers therein are true and complete, and (d)
his employment with the Company will not require him to use or disclose
proprietary or confidential information of any other person or entity.
6. Confidentiality; Non-Solicitation Agreements; Proprietary Information.
(a) The Employee realizes that his employment with the Company will involve
access to information, whether or not in tangible form, which is the property of
the Company and which is
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not known in the trade or generally by the public, and to information which is
identified as confidential by the Company, or which the Employee has reason to
believe is being maintained in confidence, whether embodied in memoranda,
manuals, letters or other documents, computer disks, tapes or other information
storage devices or any other media or vehicle ("Proprietary Information").
Proprietary Information includes all results, intermediate and final, of the
Company's business plans and product and marketing activities in which the
Employee may participate or of which the Employee may obtain knowledge during
his employment with the Company, together with business, manufacturing,
development and research methods, including (without limitation) product design
and specifications, manufacturing procedures and tolerances, research and
development tools, test procedures, prices and pricing formulae, cost
information, customers' special materials and product specifications and
requirements, suppliers, sales records, salesmen's reports, customers lists,
customer contact reports, and customer records. Employee agrees to treat
Proprietary Information as confidential both during the Term and thereafter and
to recognize and protect the property rights of the Company. The Employee agrees
that during the term of his employment and thereafter, he will not use such
information for himself or others, or divulge or convey such information to
others, and at all times will hold such information in strictest confidence;
provided, however, that the Employee shall not be liable for disclosure of that
information if (A) the information is in, or becomes part of, the public domain,
other than by the Employee's disclosure of the information or (B) the
information is disclosed by the Employee with the prior written approval of the
Board of Directors of the Company or the President of Alpha.
(b) The Employee agrees that, during the Term, and for a period of one
year after its termination, but for a minimum period of two years from the date
of this Agreement, he shall not solicit for employment, directly or indirectly,
or advise or recommend to any other person that such person employ or solicit
for employment, any person who is or was employed by the Company or by Alpha
within one year of the termination of Employee's employment.
(c) It is understood and agreed that the Company would suffer
irreparable harm for which there is no adequate remedy available at law in the
event of a breach of this Section 6 by the Employee, and, in addition to
remedies available at law, the Company shall be entitled to enforce the
provisions of this Section 6 through actions in equity, including injunctive and
similar remedies.
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(d) The provisions of this Section 6 shall be non-exclusive and shall
not limit any rights the Company may have at law, and no action taken by the
Company pursuant to this Section 6 shall constitute a waiver of any rights the
Company may have at law.
(e) If for any reason any court of competent jurisdiction shall have
deemed the provisions of this Section 6 unreasonable in duration or in
geographic scope or otherwise unenforceable, the prohibitions herein contained
shall be restricted to such time and geographic area or shall otherwise be
reformed in such manner as the court determines to be reasonable.
(f) The Employee recognizes that, because of the nature of the subject
matter of Section 6, it would be impractical and extremely difficult to
determine the Company's actual damages in the event of his breach of Section 6.
Accordingly, if the Employee commits a breach, or threatens to commit a breach,
of any of the provisions of Section, the Company shall be entitled to have the
provisions of said Section specifically enforced by temporary, preliminary and
permanent injunctive relief without the posting of bond or other security by and
court of competent jurisdiction, notwithstanding the provisions of Section 9
hereof.
7. Ownership of Employee Developments. (a) All copyrights, patents, trade
secrets, or other intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by the Employee during the Term (collectively, the "Work Product") shall
belong exclusively to the Company and shall, to the extent possible, be
considered a work made by the Employee for hire for the Company within the
meaning of Title 17 of the United States Code. To the extent the Work Product
may not be considered work made by the Employee for hire for the Company, the
Employee agrees to assign, and automatically assigns to the Company at the time
of creation of the Work Product, without any requirement of further
consideration, any right, title or interest the Employee may have in such Work
Product. Upon request of the Company, the Employee shall take such further
actions, including execution and delivery of instruments of conveyance, as may
be appropriate to give full and proper effect to such assignment.
(b) The Employee assigns to the Company, will hold for the Company's
exclusive benefit, and will confirm assignment thereof in writing without
additional payment, all Employee's right, title and interest in and to
discoveries, inventions and improvements conceived or made by the Employee,
whether solely or jointly with others, during his employment with the Company
(including periods prior to the effective date of this Agreement)
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and which fall within the scope of the Company's, Alpha's or any of its
subsidiaries or affiliates actual or anticipated business or research and
development whether made within or outside of usual work hours, and whether on
or off Company premises. The Employee will make prompt and full disclosure
thereof to the Company and maintain records of creative or inventive activities
and deliver such records to the Company at terminations of employment or as
requested by the Company. The Employee will assist the Company both during and
after his employment with the Company in every proper manner and at the
Company's expense and without cost to the Employee to obtain for the Company in
any and all countries and to maintain and enforce patents, on all discoveries,
inventions, improvements, or refinements assigned by the Employee to the Company
as provided above, or which the executive is bound to assign to the Company, and
for that purpose, the Employee will sign all documents which the Company deems
necessary or desirable.
8. Avoidance of Conflicts of Interest. During the Term, the Employee
shall not engage in any business activity that conflicts with the interests of
the Company or his duties under the Agreement. He shall not have any direct or
indirect financial interest in, or receive any direct or indirect benefit from,
any competitor, except for minor investments, as part of a diversified
portfolio, in the securities of a competitor whose stock is traded on a national
securities exchange.
9. Disputes; Arbitration. In the event that a dispute should arise
between the Company and the Employee, and such dispute shall not have been
resolved within 30 days after it arose, then such dispute, subject to the
provisions of Section 6(f) hereof, shall be submitted to arbitration. Such
arbitration shall be conducted in Los Angeles, California, under the rules of
the American Arbitration Association then obtaining. The arbitrator(s) shall
award the predominantly prevailing party in the arbitration its reasonable
attorneys' fees and other costs and expenses in connection with the arbitration.
Such award shall be final and binding, and judgment upon such award may be
entered in any court having jurisdiction thereof.
10. 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 (notices shall be deemed to have
been given when so delivered personally or, if mailed, two days after the date
of mailing) as follows, or to such other address as either party shall designate
by notice so given to the other in accordance herewith:
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If to the Company, to:
Uni-Star Industries, Inc.
Attention: Xxxxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxxx, XX 00000
If to the Employee, to:
Xxxxxx Xxxxxxxx
c/o Uni-Star Industries, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxxx, XX 00000
11. General.
11.1. This Agreement shall be governed by and construed and enforced
in accordance with the local laws of the State of California applicable to
agreements made and to be performed entirely in California.
11.2. The article and section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
11.3. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or liable for any alleged representation,
promise or inducement not so set forth.
11.4. This Agreement, and the Employee's rights and obligations
hereunder, may not be assigned by the Employee. The Company may assign its
rights, together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its business or
assets; in any event the obligations of the Company hereunder shall be binding
on its successors or assigns, whether by merger, consolidation or acquisition of
all or substantially all of its business or assets.
11.5. This Agreement may be amended, modified, superseded, canceled,
renewed or extended and the terms or covenants hereof may be waived, only by a
written instrument executed by the party to be charged therewith. The failure
of either party at any time or times to require performance of any
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provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by either party of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other term or
covenant contained in this Agreement. The invalidity or unenforceability of any
term or provision of this Agreement shall in no way impair or affect the balance
thereof, which shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
UNI-STAR INDUSTRIES, INC.
By: /s/ Xxxxxxxx Xxxxxx
----------------------------
Xxxxxxxx Xxxxxx
Chairman of the Board
/s/ Xxxxxx Xxxxxxxx
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XXXXXX XXXXXXXX
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