EMPLOYMENT AGREEMENT AND INCENTIVE
COMPENSATION PLAN
This Employment Agreement and Incentive Compensation Plan
("Agreement") is made as of the 1st day of September, 1995, between Details,
Inc., a California corporation ("Details"), and XXXXX X. XXXXXX ("Employee")
with respect to the following recitals of facts:
R E C I T A L S
A. Details is an electronics component manufacturer engaged in the
business of quick turn-around production of high quality multilayer printed
circuit boards for production prototype applications and for urgently needed
assembly operations in the electronics industry.
B. Employee is presently an employee of Details who has been
appointed to the position of Vice President - Engineering.
C. Details and Employee entered into an Employee Incentive
Compensation Plan on December 12, 1994, with respect to the calendar year 1995
providing for a Base Salary and Additional Compensation to be paid to Employee
quarterly during such year, provided that employment has not theretofor been
terminated ("1995 Plan").
D. Details and Employee desire by this Agreement to provide for the
terms of employment, an exclusive employment obligation, and a plan of
compensation for employee for the three year period following the expiration of
the 1995 Plan, and to amend the 1995 Plan as hereafter set forth.
NOW THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and conditions hereinafter set forth, the parties agree as
follows:
1. EMPLOYMENT OF EMPLOYEE. On and subject to the terms and
conditions hereinafter set forth, Details hereby offers to Employee and Employee
hereby accepts employment with Details as Vice President - Engineering.
2. TERM. This Agreement shall cover the term commencing on
September 1, 1995 and ending on December 31, 1998.
3. COMPENSATION. The compensation payable to Employee under this
Agreement during the term hereof shall be as follows:
A. Compensation for Period from September 1, 1995 through
December 31, 1995. During the remainder of the term of the 1995 Plan, Employee
shall continue to receive the Base Salary and Additional Compensation as therein
provided.
B. Compensation for Period from January 1, 1996 through
December 31, 1998.
(i) The Base Salary for each Year shall be as follows:
Year Base Salary
---- -----------
1996 $125,000
1997 $140,000
1998 $155,000
(ii) Additional Compensation for each calendar month
while an employee of Details commencing with the month of January, 1996, if the
Gross Profit of Details from such month shall exceed the applicable Minimum
Gross Profit set forth below. "Gross Profit" in any month shall constitute the
amount identified as such on Detail's regularly prepared Statement of Income for
such month on a basis consistent with that in effect on the date hereof, except
that the Gross Profit so reflected shall be subject to the adjustments in
subsection D below in determining Additional Compensation.
Minimum
Year Gross Profit
---- ------------
1996 $1,000,000
1997 $1,250,000
1998 $1,500,000
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(iii) Subject to the maximums set forth in clause (iv) below,
Additional Compensation shall be determined by applying the following
percentages to the excess, in any month, of Gross Profit over Minimum Gross
Profit:
AMOUNT OF EXCESS PERCENTAGE
Up to $100,000 1/2%
Over $100,000 to $200,000 1%
Over $200,000 1 1/2%
For example, if the Gross Profit in the month of February, 1997 was
$2,000,000, the Additional Compensation for such month would be $9,750
(determined by deducting from the Gross Profit of $2,000,000, the Minimum Gross
Profit of $1,250,000 applicable to such month, and applying the above
percentages to such $750,000 excess, i.e., 1/2% to the first $100,000, 1% to the
second $100,000 and 1 1/2% to the remaining $550,000.
(iv) The maximum Additional Compensation for years commencing in
1996 shall be as follows:
Maximum Additional
Year Compensation
---- ------------------
1996 $ 75,000
1997 $ 85,000
1998 $105,000
C. Employee shall be paid Additional Compensation on a quarterly
basis, and subject to the usual deductions, in the same manner as is provided in
the 1995 Plan.
D. For purposes of determining the Additional Compensation in each
month, the Gross Profit actually achieved in such month shall be adjusted as
follows:
(i) In each Month in which the Minimum Gross Profit is not
achieved ("Deficient Month"), the deficiency shall be offset against the amount
by which the Gross Profit actually achieved in each subsequent month exceeds the
applicable Minimum Gross Profit for such
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subsequent month, until the deficiency arising from the Deficient Month is fully
offset.
(ii) In each Month in which, in connection with enforcement
of any fire or building and safety law, environmental or toxics control law,
wage and hour law or other employee compensation or benefit law, occupational
safety or health law, or other law regulating production or other operations,
Details shall be assessed a fine, penalty or other charge by any governmental
agency, or is ordered to pay additional compensation to any employee, or is
ordered to pay any amount to a third party, or shall expend fees or costs for
legal or other services to defend against any such action or proceeding by any
governmental agency, the aggregate amount of such expenses shall reduce the
Gross Profit actually achieved for such Month, and in the event that such
adjustment creates or adds to a Deficient Month, the provisions of the preceding
clause (ii) above relating to offsets in subsequent Months shall also be
applicable. In the event that the Board of Directors had been apprised by any
officer of the need to appropriate funds in order to prevent the imposition of
such fine, penalty or other charge, or additional compensation, or amount
ordered to be paid to a third party, in a writing delivered to the Board members
in sufficient time to hold a board meeting, appropriate funds and effect
compliance with such law, and the Board shall fail to do so, then the adjustment
to Gross Profit in this clause (ii) shall not apply in such circumstance.
E. For purposes of determining Additional Compensation in any
month, the amount thereof otherwise payable shall be further reduced by the
following percentages:
(i) In any month in which engineering errors shall
necessitate materials, whether partially or fully processed, to be scrapped, a
percentage equal to one thousandth of the cost of such scrap (labor and
materials expended as determined by Details). For example, if such scrap is
$34,000, the percentage reduction shall be 34%.
(ii) In any month in which engineering errors cause returns
by customers of products shipped, a percentage equal to one thousandth of the
dollar amount of such returns (as determined by Details) in excess of the
following allowances:
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INVOICED PRICE OF
SHIPMENTS DURING MONTH ALLOWANCE
RETURN PRODUCT WAS SHIPPED
Up to $4,000,000 $5,000
$4,000,000 to $4,999,999 $6,000
$5,000,000 to $6,999,999 $7,000
$7,000,000 to $8,999,999 $8,000
$9,000,000 to $10,999,999 $9,000
$11,000,000 and over $10,000
For example, if customers return products invoiced at a total of $34,000 in a
month in which $7,400,000 is shipped, the percentage reduction shall be 26%
(34,000 less allowance of 8,000, divided by 1,000).
F. In addition to the foregoing, the Board of Directors, may, in
its sole and exclusive discretion, grant an additional bonus to Employee.
4. GENERAL OBLIGATIONS OF EMPLOYEE. During the term hereof, employee
shall:
A. Devote his full employment energies, interest, abilities, time
and attention to the performance of his obligations hereunder, and shall not,
without the written consent of the Chairman and/or Chief Executive Officer of
Details, render any service of any kind to a third party for compensation.
B. Not engage in any activity which conflict with or interferes
with the performance of his duties hereunder, whether or not for compensation.
C. Provide his exclusive loyalty to Details, with a view toward
maintaining the highest quality standards, improving profitability through cost
controls, increasing revenues consistent with holding margins, assuring
compliance with applicable laws, sustaining employee morale, and assuring
equipment is maintained in its best operating condition.
5. SPECIFIC DUTIES OF EMPLOYEE. Subject at all times to the direction
of the Board of Directors and the approval of the Chairman and/or Chief
Executive Officer, employee shall:
A. Implement and oversee engineering
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functions, including, without limitation, coordination of recruiting, training
and continuing education of engineering personnel, coordinating all engineering
activities, implementation and maintenance of quality assurance standards,
interfacing with subordinate managers and personnel, customers and with the Vice
President, Sales, and the President, to assure customer requirements are
satisfied.
B. Coordinate accurate and complete reporting of all material
information engineering functions of Details with the President, including
without limitation, all information necessary for planning relating to projected
requirements for capital equipment expenditures and personnel requirements.
C. Maintain controls over engineering operations to assure
continuous fiscal integrity and profitability.
D. Maintain continuous compliance with applicable laws and
regulations relating assigned requirements.
E. Implement policies to continuously discover and correct
deficiencies as required from time to time to assure full compliance with law,
first quality effort and results by subordinate personnel and representatives,
and proper internal reporting and communications.
F. Represent and continuously promote the interests of Details in
all customers communications, and with all subordinate personnel.
G. Implement policies to maintain proper morale of personnel,
adequacy of staffing, proper budgeting for current engineering and operations
activities.
H. Coordinate with subordinate executives, managers and
supervisors to assure smooth implementation of corporate plans and objectives.
I. Perform such other reasonable tasks and functions as directed
by the Chairman and Chief Executive Officer of Details.
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6. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT.
A. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Employee now
possesses and will obtain "Confidential Information", which is all information
disclosed or obtained in connection with employment with Details, (i) which has
been created, discovered, developed or otherwise become known to Details, its
customers, or suppliers, and/or in which proprietary rights have been assigned
or otherwise provided to Details, and (ii) which has commercial value in the
businesses in which Details and its customers and suppliers are engaged.
Employee agrees that all Confidential Information is a valuable property and
asset of Details, and Details shall be the sole owner of all patents,
trademarks, copyrights, trade secrets, and other proprietary rights arising
therefrom. Employee shall at all times, during and after employment maintain the
confidentiality of Confidential Information, and not use or disclose same other
than (a) for a purpose connected with Employee's obligations to Details under
this agreement, or (b) with the written consent of the Chairman and Chief
Executive Officer of Details.
(i) The following are examples of Confidential
Information, but not an exclusive listing: information relating to trade
secrets, processes, customer lists, structures, formulas, data, know-how,
techniques, marking plans, manufacturing methods, strategies, forecasts,
products, equipment utilization, software and financial data.
(ii) Notwithstanding the foregoing, Confidential
Information does not include information (a) generally available to the public,
(b) contained in an issued patent, or (c) generally known to persons in the
printed circuit board business.
B. INVENTION AND PROPRIETARY RIGHTS ASSIGNMENT. Employees
hereby irrevocable grants and assigns to Details for its sole use and benefit
all Proprietary Rights, being trade or service marks, designs, logos,
inventions, trade secrets, improvements, technical information and suggestions
regarding Details business and operations, which Employee may have heretofor
developed or acquired during his employment with Details, or which may hereafter
be developed or acquired during the term hereof, together with all applications,
trademark, patents, copyrights (including future copyrights pursuant to
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Section 37 of the Copyright Act of 1986 and any amendment or successor provision
thereto) related thereto and to any improvements thereon. To carry out these
obligations, Employee shall during the term hereof and at any time thereafter:
(i) Assure that Details has received prompt and full
disclosures of all such Proprietary Rights.
(ii) Execute and deliver on demand such applications,
assignments, descriptions and other instruments (prepared at Details' expense)
relating to Proprietary Rights as Details shall reasonably request to enable
proper documentation and registrations of its right hereunder.
(iii) Assist Details, at Details expense, in connection with
preparing and prosecuting applications relating to Proprietary Rights, and in
connection with otherwise securing and/or defending its Proprietary Rights,
including by way of litigation.
7. EXCLUSIVE EMPLOYMENT WITH DETAILS. During the term, Employee
shall not be employed by, or seek any employment with (except after September
30, 1998; if anticipating leaving Details on expiration of this agreement), any
person (including, without limitation, any individual, corporation, business
association, partnership or other entity) other than Details.
A. EMPLOYEE ACKNOWLEDGEMENTS. Employee hereby expressly
acknowledges and agrees that he has received training and experience at Details
which has enabled him to become a special uniquely talented engineer manager in
the printed circuit board business, possessing special capabilities and
knowledge relating to specific customer requirements in coordination with
Details' high speed turn around, high margin, superior quality product and high
volume output operation. Employee further acknowledges (i) the quick turn-around
printed circuit board production business is a small fraction of the electronic
component business, and even of the overall printed circuit board production
portion thereof, (ii) that a material portion of the consideration being
committed to by Details hereunder for the term hereof relates to the value of
Employee's exclusive employment with Details and nonemployment with others, and
(iii) the loss of such talents to another printed circuit
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Employee shall be given written notice of the nature of such breach and the
requirements for cure thereof, and Employee shall immediately cure same, or if
it cannot immediately be cured, shall immediately commence and diligently pursue
to completion such cure, which may require reimbursement of losses arising from
such breach to Details. Should such cure not be so effected, or should such
breach recur thereafter, Employee shall be discharged.
B. INCAPACITY. The inability to perform the obligations of employee
under this agreement due to death, injury, disease, mental illness or other
disability, which shall continue for a period of 90 days, or which, in the
aggregate shall involve 120 days in the preceding twelve month period.
C. DISHONESTY. (i) As determined by the Board in good faith based
upon substantial evidence, any of the following whether or not actual criminal
prosecution or conviction arises therefrom: (a) perpetration of, or attempt to
perpetrate, any fraud, embezzlement or theft with respect to Details, or any of
its shareholders, directors, personnel, vendors or customers, or (b)
perpetration of any conduct involving moral turpitude, or (ii) conviction of any
misdemeanor where imprisonment results, or (iii) conviction of any felony, or of
any misdemeanor originally charged as a felony, whether or not imprisonment
results.
D. DISCRIMINATORY/SEXUAL MISCONDUCT. As involves personnel, vendors,
and customers of Details, any conduct involving (i) unlawful discrimination
based on age, gender, race national origin, or religion; and/or (ii) unlawful
sexual harassment.
9. VACATIONS AND BENEFITS. Employee shall be entitled to benefits
generally available to Details full time personnel, such as participation in
heath care plans and similar benefit plans, including vacation and sick pay
entitlements for salaried employees, vehicle use or allowances, and
reimbursement of reasonable expenses incurred in the discharge of Employee's
obligations hereunder.
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compensation under this agreement shall cease, and (ii) Employee shall return
all property of Details within 24 hours following such termination, including
without limitation all Confidential Information and Proprietary Rights.
A. BREACH. Any failure or refusal to comply in good faith with the
obligations of employee under this agreement. In the event such breach is, in
the sole determination of the Board of Directors, of a type which is not
irreparable and which has not diminished the reputation of Details or the
morale of its employees, Employee shall be given written notice of the nature
of such breach and the requirements for cure thereof, and Employee shall
immediately cure same, or it cannot immediately be cured, shall immediately
commence and diligently pursue to completion such cure, which may require
reimbursement of losses arising from such breach to Details. Should such cure
not be so effected, or should such breach recur thereafter, Employee shall be
discharged.
B. INCAPACITY. The inability to perform the obligations of employee
under this agreement due to death, injury, disease, mental illness or other
disability, which shall continue for a period of 90 days, or which, in the
aggregate shall involve 120 days in the preceding twelve month period.
C. DISHONESTY. (i) As determined by the Board in good faith based
upon substantial evidence, any of the following whether or not actual criminal
prosecution or conviction arises therefrom: (a) perpetration of, or attempt to
perpetrate, any fraud, embezzlement or theft with respect to Details, or any of
its shareholders, directors, personnel, vendors or customers, or (b)
perpetration of any conduct involving moral turpitude, or (ii) conviction of
any misdemeanor where imprisonment results, or (iii) conviction of any felony,
or of any misdemeanor originally charged as a felony, whether or not
imprisonment results.
D. DISCRIMINATORY/SEXUAL MISCONDUCT. As involves personnel, vendors,
and customers of Details, any conduct involving (i) unlawful discrimination
based on age, gender, race, national origin, or religion; and/or (ii) unlawful
sexual harassment.
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9. VACATIONS AND BENEFITS. Employee shall be entitled to benefits
generally available to Details full time personnel, such as participation in
health care plans and similar benefit plans, including vacation and sick pay
entitlements for salaried employees, vehicle use or allowances, and
reimbursement of reasonable expenses incurred in the discharge of Employee's
obligations hereunder.
10. INUREMENT. This agreement shall be binding upon and inure to the
benefit of the parties, and their successors, assigns and personal
representatives.
11. ASSIGNMENT. Employee may not assign this agreement or any interest
therein. Details may assign this agreement to any entity which shall assume all
of the obligations of Details hereunder, provided that either (i) Details shall
own a majority of the voting securities of such entity, or (ii) such entity has
purchased a majority of the assets of Details.
12. NOTICES. Any notices required or permitted under this agreement shall
be in writing and shall be deemed delivered to (i) Employee when (a) personally
handed to Employee, whether at Details or elsewhere, or (b) two days following
depositing same in the United States Mail, postage prepaid, certified mail
return receipt requested, addressed to Employee at Employee's home address as
from time to time contained in the personnel records of Details, or (ii)
Details, when (a) personally handed to the Chairman and/or Chief Executive
Officer, or (b) two days following depositing same in the United States Mail,
postage prepaid, certified mail return receipt requested, addressed to the
Chairman and/or Chief Executive Officer of Details, at the then applicable
address for the administrative offices of Details.
13. INTEGRATION. This agreement, together with the 1995 Plan, contain the
entire understanding of the parties relating to the subject matter hereof, and
shall supersede all other written and oral prior and contemporaneous promises
and agreements.
14. APPLICABLE LAW AND INTERPRETATION. This agreement is made in the State
of California, and California law shall govern its interpretation. The
provisions of this agreement where negotiated by the parties and/or their
representatives and shall be
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construed in accordance with their fair meaning and intent, and not against
either party generally as drafter.
15. ENFORCEMENT. Should legal action between the parties be necessary or
appropriate to enforce any of the provisions hereof, the prevailing party shall
be entitled to recover reasonable attorneys fees, whether or not such action
proceeds to a final judgement.
16. SEVERABILITY. If any of the provisions of this agreement, as applied
to a particular party or circumstance, shall be found by a court with proper
jurisdiction to be void or unenforceable, such finding shall not affect the
provision in any other application, or the validity or enforceability of other
provisions hereof.
17. AMENDMENTS. Any amendment to this agreement must be in writing and
signed by each of the parties to be valid, and any purported amendment not
meeting the requirements of this section shall be without force or effect.
IN WITNESS WHEREOF, this agreement is executed as of the day and year
first above written.
EMPLOYEE: DETAILS, INC.
/s/ Xxxxx X. Xxxxxx by /s/ Xxxxx X. Xxxxxxx CEO
----------------------- -------------------------
XXXXX X. XXXXXX XXXXX X. XXXXXXX,
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
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AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT AND INCENTIVE COMPENSATION PLAN
This Amendment No. 1 to the Employment Agreement and Incentive
Compensation Plan is made as of October 28, 1997, between Details, Inc., a
California corporation ("Details"), and Xxxxx Xxxxxx ("Employee") with respect
to the following recitals of facts:
RECITALS
A. Employee is presently an employee of Details.
B. Details and Employee entered into an Employment Agreement and
Incentive Compensation Plan on September 1, 1997 (the "Agreement") which
provided the terms of employment and a plan of compensation for Employee.
Capitalized terms used herein shall have the meanings set forth in the
Agreement, unless otherwise provided herein.
C. On October 28, 1997, Details entered into an Amended and Restated
Recapitalization Agreement (the "Recapitalization Agreement") pursuant to which
it will exchange its capital stock for certain consideration on the closing date
(the "Closing Date"). Employee is a stockholder and optionholder of Details and
will derive substantial personal economic benefit from the consummation of the
transaction contemplated by the Recapitalization Agreement.
D. The Recapitalization Agreement contemplates that the parties hereto
execute this Agreement.
E. Details and Employee desire by this amendment to provide for the
continued employment and to extend the term of the employment of the Employee on
the terms contained in the Agreement as amended hereby.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and conditions hereinafter set forth, the parties agree as follows:
1. CONTINUED EMPLOYMENT OF EMPLOYEE. On and subject to the terms
and conditions set forth in the Agreement as amended hereby (the
"Amended Agreement"), Details hereby offers to Employee and
Employee hereby accepts continued employment with Details as
Vice President-Engineering. In the event of a conflict between
any provision of this Amended Agreement and the Agreement, the
provisions of the Amended Agreement shall control.
2. TERM. This Amended Agreement shall cover the term commencing on the Closing
Date and ending three calendar years from the Closing Date (the "Expiration
Date").
3. COMPENSATION. The Base Salary for fiscal years 1997, 1998 and 1999 shall be
$140,000, $155,000 and $170,000, respectively. The Base Salary for each year
on or after January 1, 2000 covered by the Amended Agreement will be
established by Details at a level that is at least as high as the Base
Salary for 1999.
The Additional Compensation shall be calculated according to the table set
forth on Schedule 1 hereto and shall be based on the following EBITDA
targets ("Target EBITDA") (rather that Gross Profit or any other measuring
device or indicator).
Target
Fiscal Year EBITDA
----------- ------
(In Millions)
1997 $ 33,396
1998 $ 37,571
1999 $ 42,267
For purposes of this Agreement, EBITDA is defined in accordance with the
definition of Consolidated EBITDA in the Senior Credit Agreement dated
October 27, 1997.
After the preparation and finalization of the financial statements
reflecting the first six months of each fiscal year ("Six Month
Financials"), Details shall pay the Employee an advance on the Additional
Compensation, if any, payable to the Employee for such fiscal year (the
"Advance").
The Advance shall equal seventy-five percent (75%) of fifty percent (50%) of
the Target Additional Compensation (i.e., the Additional Compensation that
Details expects to pay Employee at fiscal year end based on Detail's good
faith estimate of Details' EBITDA for such fiscal year).
If the Additional Compensation for the fiscal year is less than the amount
of the Advance paid to the Employee in such fiscal year, then the amount of
Additional Compensation to which the Employee would otherwise be entitled in
subsequent periods shall first be applied to eliminate such short shortfall.
4. NONCOMPETITION. The parties hereby reaffirm the section of the Agreement
entitled "Noncompetition" (the "Noncompetition Section"). The
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Employee further agrees that the restrictions contained in the
Noncompetition Section on his activities during and after his employment
are necessary to protect the goodwill, confidential information and other
legitimate interests of Details and its Affiliates.
Section 7(b) of the Agreement is hereby amended by deleting the reference
therein to "December 31, 1998" and substituting therefor a reference to
"the Expiration Date."
5. DISCHARGE FOR CAUSE. The parties hereto hereby reaffirm the section of the
Agreement entitled "Discharge for Cause." The parties hereto further agree
that the following causes shall constitute the only causes for which the
Employee may be discharged.
a. BREACH. Any failure or refusal to comply in good faith with the
obligations of the Employee under the Amended Agreement, which failure
shall, in the sole determination of the Board of Directors, constitute
gross neglect by the Employee or result from the willful misconduct of the
Employee.
b. DISHONESTY. As determined by the Board of Directors based upon
substantial evidence, any of the following whether or not actual criminal
prosecution or conviction arises therefrom: (a) perpetration of, or attempt
to perpetrate, any fraud, embezzlement or theft with respect to Details, or
any of its subsidiaries, shareholders, directors, personnel, vendors or
customers, or (b) conviction of any felony, or of any misdemeanor
originally charged as a felony, whether or not imprisonment results.
6. LIFE INSURANCE. Details agrees to use its reasonable efforts to procure a
term life insurance policy in the amount of one million dollars
($1,000,000) on the life of the Employee, provided that the Employee
presents typical underwriting risks for a non-smoker in good health who is
Employee's age and that the Employee cooperates in Details' efforts to
procure such policy. Details will pay the premiums for such policy for the
period beginning on the date such policy is procured and ending on the
earlier of (i) the Expiration Date or (ii) the date Employee ceases to be
an employee of Details.
7. DISABILITY. Details may terminate the Employee's employment upon notice to
the Employee in the event the Employee becomes disabled during his
employment hereunder through any illness, injury, accident or condition of
either a physical or psychological nature and, as a result, is unable to
preform substantially all of his duties and responsibilities under the
Amended Agreement for a period of ninety (90) consecutive calendar days or
for an aggregate of one hundred eighty (180) days during any period of
three hundred sixty-five (365)
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consecutive calendar days. In the event of a termination pursuant to the
preceding sentence, Details shall continue to pay to the Employee the Base
Salary payable to the Employee pursuant to the Amended Agreement for a
period of up to one calendar year from the date of such disability, such
Base Salary to be payable in such installments as the Base Salary is paid
him under the terms of the Amended Agreement, provided however if the
Employee is eligible to receive disability payments under a long-term
disability plan adopted by Details, such payments of the Employee's Base
Salary shall cease.
8. STOCK AWARD. Details will award Employee 993.0454 shares of Class A-5
Common Stock on the Closing Date, which shares will be duly authorized,
fully-paid and non-assessable.
9. BONUS. In addition to any other compensation to which Employee is entitled,
on the date on which Employee ceases to be the beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any
shares of capital stock of Details, Details will pay to Employee, whether
or not he continues to be an employee at such time, an amount equal to
$227,719.73. The provisions of this Section 9 shall survive the Expiration
Date.
10. ENFORCEMENT. In the event that any provision of this Amended Agreement
shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too
large a geographic area or too great a range of activities, such provision
shall be deemed to be modified to permit its enforcement to the maximum
extent permitted by law.
[Remainder of this page intentionally left blank]
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Employment Agreement
October 28, 1997
IN WITNESS WHEREOF, this Agreement is executed as of the day and year first
above written.
EMPLOYEE DETAILS, INC.
/s/ Xxxxx X. Xxxxxx By /s/ Xxx X. Xxxx, Xx.
------------------------- ---------------------------------
Xxxxx X. Xxxxxx Xxx X. Xxxx, Xx.
SCHEDULE 1
----------
to Amendment No. 1
to Employment Agreement and
Incentive Compensation Plan
The Additional Compensation for each year shall be determined by the
following methodology. EBITDA of each year shall be divided by the Target
EBITDA for that year. The resulting fraction (expressed as a percentage) is the
"EBITDA Percentage". The amount of the Additional Compensation for each year is
a function of the EBITDA Percentage for that year as set forth on the table
below:
--------------------------------------------------------------------------------
If the EBITDA The Additional Compensation
Percentage is: in each year shall equal:
--------------------------------------------------------------------------------
1997 1998 1999
-------------------------------------------
Below 90% -0- -0- -0-
--------------------------------------------------------------------------------
Between 90% and below 95% $4,746 $35,000 $38,387
--------------------------------------------------------------------------------
95% $9,492 $70,000 $76,774
--------------------------------------------------------------------------------
100% $14,238 $105,000 $115,161
--------------------------------------------------------------------------------
105% $17,390 $128,250 $140,661
--------------------------------------------------------------------------------
110% $20,543 $151,500 $166,161
--------------------------------------------------------------------------------
115% $23,695 $174,750 $191,661
--------------------------------------------------------------------------------
120% $26,848 $198,000 $217,161
--------------------------------------------------------------------------------
For an EBITDA Percentage that exceeds 95%, Additional Compensation will be
determined from the foregoing table by linear interpolation based upon the
actual EBITDA Percentage. For an EBITDA Percentage that exceeds 120%, Additional
Compensation will be determined from the foregoing table by linear
extrapolation.
[Xxxxx Xxxxxx]
