EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into this 8th
day of December, 1997 by and between PRINTRAK INTERNATIONAL INC. (the "Company")
and XXXXXX X. XXXXXXXXX ("Employee").
1. EMPLOYMENT: Employee shall be employed as Vice President, Finance and
Chief Financial Officer of the Company, or such other position as may be
designated from time to time by the Board of Directors, and shall faithfully and
diligently perform all duties and responsibilities required of such position or
assigned by the Company from time to time. In addition, Employee shall serve as
a member of the Company's Board of Directors for a term extending at least until
the Company's next Annual Meeting of Shareholders or so long as he holds the
titles stated herein.
2. TERM: This Agreement and Employee's employment shall be for a term of
two (2) years commencing on the date hereof and expiring on December 8, 1999,
but may be terminated earlier at any time in accordance with Section 4 of this
Agreement.
3. COMPENSATION: In consideration for all services to be performed under
this Agreement, Employee shall receive the following compensation:
(a) SALARY: Employee shall be paid base salary at the rate of One
Hundred Ninety Thousand Dollars ($190,000) per year, which salary shall be
reviewed annually in conjunction with Employee's annual merit review.
(b) INCENTIVE BONUS: Employee shall be eligible for participation in
Printrak's Executive Bonus Plan. Employee's target bonus under the
Executive Bonus Plan for fiscal 1998 will be 40% of Employee's base salary
pro rated for the period Employee was employed by Printrak, conditioned
upon the attainment of performance goals to be established by the Company
and subject to the written provisions of the Executive Bonus Plan.
(c) VACATION: Per year Employee shall accrue, and be deemed to have
earned, vacation at the rate of two (2) weeks per year hereunder, pursuant
to the Company's policy for paid time off, plus one week of personal time
off. Upon the termination of Employee's employment with the Company, any
vacation not previously used by Employee shall be paid to Employee at the
rate set forth in paragraph (a) above, but personal time shall not be so
paid and shall not be carried over to any following period.
(d) EMPLOYEE BENEFIT PLANS: Employee shall be entitled to
participate in such group medical, dental, visual, disability, death
benefit, life insurance and other benefit plans as the Company may offer
from time to time for personnel of comparable stature, it being understood
that neither the Company shall be obligated to provide such benefits to any
employee.
4. TERMINATION: This Agreement and Employee's employment with the
Company, as well as his service as an officer of the Company, are subject to
immediate termination at any time as follows:
(a) DEATH: This Agreement shall terminate immediately upon
Employee's death, in which event the Company's only obligation shall be to
pay all compensation (as defined below) owing for services rendered by
Employee prior to the date of his death.
(b) DISABILITY: The Company may, to the extent permitted by
applicable law, terminate Employee's employment in the event that Employee
is disabled from performing all assigned duties under this Agreement due to
illness or injury for a period in excess of one hundred eighty (180)
consecutive days, in which event the Company's only obligation shall be to
pay all compensation (as defined below) owing for services rendered by
Employee prior to the date of his termination.
(c) TERMINATION FOR CAUSE: The Company may terminate this Agreement
immediately upon written notice to Employee in the event Employee (i)
commits any material misconduct, willful breach, or habitual neglect of his
duties to the Company; (ii) materially violates any policy or procedure of
the Company, the effect of which violation could reasonably be expected to
materially damage the Company; or (iii) engages in job performance which is
materially inferior to that reasonably expected of an executive in a
position of responsibility and compensation comparable to those of
Employee, which inferior performance is not cured after counseling by the
Company. In either event, the Company's sole obligation to Employee shall
be to pay all compensation (as defined below) owing for services rendered
by Employee prior to notice of termination under this subsection.
(d) TERMINATION WITHOUT CAUSE: The Company in its sole discretion
may also terminate Employee's employment without cause or prior warning
immediately upon written notice to Employee, in which event the Company's
only obligation shall be to pay all compensation (as defined below) owing
for services rendered by Employee prior to the effective date of such
termination, and if such termination occurs at any time during the term
hereof from and after December 8, 1998, then to pay Employee the sum total
of an amount equal to one year's salary as is then currently being paid
under Section 3(a) hereof over the following twelve months payable as all
payroll bi-weekly.
(e) VOLUNTARY TERMINATION: Employee may terminate this Agreement at
any time, for any reason, upon written notice to the Company, in which
event the Companies' only obligation to Employee shall be to pay all
compensation (as defined below) owing for services rendered by Employee
prior to the date of such termination.
(f) COMPANY'S SOLE OBLIGATION: In the event of any termination
pursuant to this Section 4, the payment of the amounts set forth in
subsections (a) through (e) above, as and if applicable, constitute the
sole obligations of the Companies and are in lieu of any damages or other
compensation that Employee may claim in connection with this Agreement.
The Company shall make payment of said compensation as required by
California Law.
(g) RETURN OF COMPANY PROPERTY: Upon termination of employment for
any reason, Employee shall immediately return to the Company, as
appropriate, without condition, all files,
2
records, keys, and other property of the Company.
5. CONFIDENTIALITY: Employee acknowledges and agrees that Employee has
been entrusted with trade secrets and proprietary information regarding the
products, processes, methods of manufacture and delivery, know-how, designs,
formula, work in progress, research and development, computer software and data
bases, copyrights, trademarks, patents, marketing techniques, and future
business plans, as well as customer lists and information concerning the
identity, needs, and desires of actual and potential customers of the Company
and its subsidiaries, joint ventures, partners, and other affiliated persons and
entities ("Confidential Information"), all of which derive significant economic
value from not being generally known to others outside the Company.
Accordingly, Employee agrees to execute and be bound by the terms of the
Employee Proprietary Information Agreement attached hereto as Annex 1.
6. INVENTIONS: Any and all patents, copyrights, trademarks, inventions,
discoveries, developments, or trade secrets developed or perfected by Employee
during or as the result of Employee's employment with the Company shall
constitute the sole and exclusive property of the Company, as more particularly
set forth in the Employee Proprietary Information Agreement.
7. CONFLICT OF INTERESTS: During the term of this Agreement, Employee
shall devote Employee's full working time, ability, and attention to the
business of the Company, and shall not accept other employment or engage in any
other outside business activity which interferes with the performance of
Employee's duties and responsibilities under this Agreement or which involves
actual or potential competition with the business of the Company, except with
the express written consent of the Boards of Directors of the Company.
8. EMPLOYEE BENEFIT PLANS: All of the employee benefit plans referred to
or contemplated by this Agreement shall be governed solely by the terms of the
underlying plan documents and by applicable law, and nothing therein shall
create any contract or guarantee of employment with the Company. Nothing in
this Agreement shall impair the Company's right to amend, modify, replace, and
terminate any and all such plans in its sole discretion as provided by law.
This Agreement is for the sole benefit of Employee and the Company, and is not
intended to create an employee benefit plan or to modify the terms of existing
plans.
9. INDEMNIFICATION: The Company has in force, and shall maintain in
force during the term of Employee's service as an officer or director of the
Company, Director and Officer Liability insurance covering Employee.
10. ASSIGNMENT: This Agreement may not be assigned by Employee, but may
be assigned by the Company to any successor in interest to its business. This
Agreement shall bind and inure to be benefit of the Company's successors and
assigns, as well as Employee's heirs, executors, beneficiaries, administrators,
and legal representatives.
3
11. NOTICES: All notices required by this Agreement may be delivered by
first class mail at the following addresses:
To the Company: PRINTRAK INTERNATIONAL INC.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Chairman of the Board
To Employee: Xxxxxx X. Xxxxxxxxx
000 Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
12. AMENDMENT: This Agreement may be modified only by written agreement
signed by the party against whom any amendment is to be enforced, and in the
case of the Company, pursuant to consent by the Board of Directors of such
entity.
13. CHOICE OF LAW: This Agreement shall be governed by the laws of the
State of California, and the parties submit to the jurisdiction of the courts of
Orange County, California for enforcement.
14. WAIVER: No waiver of any breach of this Agreement shall constitute a
waiver of any subsequent breach.
15. COMPLETE AGREEMENT: This Agreement contains the entire agreement
between the parties, and supersedes any and all prior and contemporaneous oral
and written agreements, including Employee's previous employment contracts (if
any), which shall have no further force and effect.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the date first written above.
XXXXXX X. XXXXXXXXX
/s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
PRINTRAK INTERNATIONAL INC.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Its: Vice President of Corporate Administration
------------------------------------------
4
ANNEX 1
PRINTRAK INTERNATIONAL INC.
EMPLOYEE PROPRIETARY INFORMATION AGREEMENT
In consideration and as a condition of my employment, or continued
employment, by PRINTRAK INTERNATIONAL INC. and/or by companies which it owns,
controls, or is affiliated with (including without limitation Printrak
International Inc.), or their successors in business (hereafter referred to as
"the Company"), and the compensation paid therefor and payable under the
Employment Agreement of even date herewith between me, and Printrak
International Inc. (the "Employment Agreement"):
1. CONFIDENTIALITY.
I agree to keep confidential, except as the Company may otherwise consent
in writing and not to disclose or make any use of except for the benefit of the
Company, at any time, either during or subsequent to my employment, any trade
secrets, confidential information, knowledge, data or other information of the
Company relating to products, processes, know-how, designs, formulas, test data,
customer lists, business plans, marketing plans and strategies, pricing
strategies or other subject matter pertaining to any business of the Company or
any of its clients, customers, consultants, licensees or affiliates, which I may
produce, obtain or otherwise acquire during the course of my employment, except
as herein provided. I further agree not to deliver, reproduce or in any way
allow any such trade secrets, confidential information, knowledge, data or other
information, or any documentation relating thereto, to be delivered or used by
any third parties without specific direction or consent of a duly authorized
representative of the Company.
2. CONFLICTING EMPLOYMENT/RETURN OF CONFIDENTIAL MATERIAL.
I agree that during my employment with the Company, as set forth in the
Employment Agreement, I will not engage in any other employment, occupation,
consulting or other activity relating to the business in which the Company is
now or may hereafter become engaged or which would otherwise conflict with my
obligations to the Company. In the event of my termination of employment with
the Company pursuant to the Employment Agreement for any reason whatsoever, I
agree to promptly surrender and deliver to the Company all records, materials,
equipment, drawings, documents and data of any nature pertaining to any
invention, trade secret or confidential information of the Company or to my
employment, and I will not take with me any description containing or pertaining
to any confidential information, knowledge or data of the Company which I may
produce or obtain during the course of my employment. In the event of the
termination of my employment for any reason whatsoever, I agree to sign and
deliver the "Termination Certificate" attached hereto as Exhibit A.
3. ASSIGNMENT OF INVENTIONS.
I agree that all computer programs, documentation and other copyrightable
materials to which I contribute during my employment shall be considered "works
made for hire" and shall be the sole
property of the Company. I hereby assign and transfer to the Company my entire
right, title and interest in and to all inventions (as used in the Agreement,
"inventions" shall include but not be limited to ideas, improvements, designs
and discoveries) whether or not patentable and whether or not reduced to
practice, made or conceived by me (whether made solely by me or jointly with
others) during the period of my employment with the Company, which relate in any
manner to the actual or demonstrably anticipated business, work or research and
development of the Company or its subsidiaries, or result from or are suggested
by any task assigned to me or any work performed by me for or on behalf of the
Company or its subsidiaries. I agree that all such inventions are the sole
property of the Company provided, however, that this Agreement does not require
assignment of an invention for which no equipment, supplies, facility, or trade
secret information of the Company was used, and which was developed entirely on
my own time, and:
(a) which does not relate to the business of the Company or to the
Company's actual or demonstrably anticipated research or development; or
(b) which does not result from any work performed by me for the Company.
4. DISCLOSURE OF INVENTIONS AND PATENTS.
I agree that in connection with any "invention" as defined in Paragraph 3
above:
(a) I will disclose such invention promptly in writing to my immediate
superior at the Company, with a copy to the Board of Directors, regardless of
whether I believe the invention is protected by Paragraph 3 above, in order to
permit the Company to claim rights to which it may be entitled under this
Agreement. Such disclosure shall be received in confidence by the Company.
(b) I will, at the Company's request, promptly execute a written
assignment of title to the
Company for any invention required to be assigned by Paragraph 3 ("assignable
invention"), and I will preserve any such assignable invention as confidential
information of the Company.
(c) Upon request, I agree to assist the Company or its nominee (at its
expense) during
and at any time subsequent to my employment in every reasonable way to obtain
for its own benefit patents and copyrights for such assignable inventions in any
and all countries, which inventions shall be and remain the sole and exclusive
property of the Company or its nominee whether or not patented or copyrighted.
I agree to execute such papers and perform such lawful acts as the Company deems
to be necessary to allow it to exercise all right, title, and interest in such
patents and copyrights.
5. EXECUTION OF DOCUMENTS.
In connection with Paragraph 4(c), I further agree to execute, acknowledge
and deliver to the Company or its nominee upon request and at its expense all
such documents, including applications for patents and copyrights and
assignments of inventions, patents and copyrights to be issued therefore, as the
Company may determine necessary or desirable to apply for and obtain letters,
patents and copyrights on such assignable inventions in any and all countries
and/or to protect the interest of the Company or its nominee in such inventions,
patents and copyrights, and to vest title thereto in the Company or its nominee.
2
6. MAINTENANCE OF RECORDS.
I agree to keep and maintain adequate and current written or printed
records of all inventions made by me (in the form of notes, sketches, drawings
and as may be specified by the Company), which records shall be available to and
remain the sole property of the Company at all times.
7. OTHER OBLIGATIONS.
I acknowledge that the Company from time to time may have agreements with
other persons or with the U.S. Government or governments of other countries, or
agencies thereof, which impose obligations or restrictions on the Company
regarding inventions made during the course of work thereunder or regarding the
confidential nature of such work. During my employment with the Company, I
agree to be bound by all such obligations and restrictions and to take all
action necessary to discharge the obligations of the Company thereunder.
8. TRADE SECRETS OF OTHERS.
I represent that my performance of all the terms of this Agreement and as
an employee of the Company does not and will not breach any agreement to keep in
confidence proprietary information, knowledge or data acquired by me in
confidence or in trust prior to my employment with the Company, and I will not
disclose to the Company or induce the Company to use any confidential or
proprietary information or material belonging to any previous employer or
others. I agree not to enter into any agreement either written or oral in
conflict herewith.
9. MODIFICATION.
This Agreement may not be changed, modified, released, discharged,
abandoned or otherwise amended, in whole or in part, except by an instrument in
writing, signed by me and the Company. I agree that any subsequent change or
changes in my duties, salary, or compensation shall not affect the validity or
scope of this Agreement.
10. ENTIRE AGREEMENT.
I acknowledge receipt of this Agreement and agree that with respect to the
subject matter thereof it is my entire agreement with the Company, superseding
any previous oral or written communications, representations, understandings or
agreements with the Company or any officers or representative thereof.
11. SEVERABILITY.
In the event that any paragraph or provision of this Agreement shall be
held to be illegal or unenforceable in any jurisdiction, such paragraph or
provision shall, as to that jurisdiction, be adjusted and reformed, if possible,
in order to achieve the intent of the parties, and if such paragraph or
provision cannot be adjusted and reformed, such paragraph or provision shall,
for the purposes of that jurisdiction be voided and severed from this Agreement,
and the entire Agreement shall not fail on account thereof but shall otherwise
remain in full force and effect.
3
12. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon my heirs, executors, administrators or
other legal representative and is for the benefit of the Company, its successors
and assigns. This Agreement may be assigned by the Company to any purchaser or
successor in interest to the business of the Company.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the location of the
Company's corporate headquarters, which is presently located in the State of
California; provided, however, that in the event this provision is deemed to be
unenforceable by a local judicial authority or governmental agency, then the
laws of the location of my employment shall apply.
14. COUNTERPARTS.
This Agreement may be signed in two counterparts, each shall be deemed an
original and both of which shall together constitute one agreement.
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------------
Xxxxxx X. Xxxxxxxxx
PRINTRAK INTERNATIONAL INC.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------------
Its: Vice President of Corporate Administration
-----------------------------------------
4
EXHIBIT A
TERMINATION CERTIFICATE
This is to certify that I do not have in my possession, nor have I failed
to return any records, documents, data, specifications, drawings, blueprints,
reproductions, sketches, notes, reports, proposals, or copies of them, or other
documents or materials, equipment, or other property belonging to the Company,
its successors and assigns (hereafter referred to as "the Company").
I further certify that I have complied with and will continue to comply
with all the terms of the Employee Proprietary Information Agreement signed by
me with the Company, including the reporting of any inventions (as defined
therein) conceived or made by me covered by the Agreement.
I further agree that in compliance with the Employee Proprietary and
Confidential Information Agreement, I will preserve as confidential all trade
secrets, confidential information, knowledge, data, or other information
relating to products, processes, know-how, designs, formulas, test data,
customer lists, or other subject matter pertaining to any business of the
Company or any of its clients, customers, consultants, licensees, or affiliates.
I further certify and agree that I have been paid, and have received, all
compensation required to be paid to me at any time under Section 4 of the
Employment Agreement dated December 8, 1997 between me and the Company.
---------------------------------------
Employee's Signature
---------------------------------------
Print Name
---------------------------------------
Date