Exhibit 10.14
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of October 15, 2001 between Safeguard
Scientifics, Inc. ("Company"), and Xxxxxx X. Xxxxxx ("Employee").
WHEREAS, it is the mutual desire of the Company and Employee that
the Company employ Employee on the terms and conditions set forth below:
1. Services. The Company employs Employee to provide such advisory
services and partner company or fund relationship services as may be requested
from time to time by the Chief Executive Officer and President of the Company
upon the terms and conditions set forth below. Employee shall report to the
Company's Chief Executive Officer and President. At the Company's request from
time to time, Employee will serve on, or resign from, such Boards of partner
companies as the Company may request.
2. Term. This Agreement shall commence on the date hereof and shall
continue until terminated in accordance with Section 8 hereof.
3. Compensation. For all duties rendered by Employee hereunder,
Company shall pay Employee a monthly salary of $54,166.67 per month, payable
semi-monthly on the Company's normal payroll dates.
4. Expense Reimbursement. During the term hereof, the Company shall
reimburse Employee for all ordinary and necessary out-of-pocket business
expenses incurred by him in connection with the performance of his services
hereunder, provided that any such expenses in excess of $500 during any calendar
month shall require the prior approval of the Chief Financial Officer of the
Company. Such payments shall be made by the Company upon submission by Employee
of vouchers itemizing such expenses in a form reasonably satisfactory to the
Company. Employee acknowledges that effective on October 15, 2001, any Board
resolutions requiring Employee to use private air transportation are no longer
in effect. For so long as Safeguard owns a plane, Employee will be entitled to
use the plane when available for Safeguard business purposes.
5. Office and Support. During the term of this Agreement the Company shall
provide Employee with (i) suitable office space at such location as the Company
may reasonably determine from time to time, which shall initially be located in
the 500 Building at 000 Xxxxx Xxxx Xxxxx, Xxxxx, XX and (ii) one full-time
secretary designated from time to time by the Company but who will initially be
Xxxxx Xxxxxxxx.
6. No Additional Benefits. Employee shall be entitled to participate in
the Company's health, welfare and life insurance plans offered generally by the
Company to all of its employees, but shall not be entitled to participate in any
bonus or incentive or equity compensation plans maintained by the Company for
its employees; provided, however that for the 2001 calendar year, if the
Compensation Committee approves, the Company shall pay to Xx. Xxxxxx in January
2002 a bonus of $163,000.
7. Nondisclosure of Confidential Information Concerning Business. In his
capacity as Employee, Employee may acquire from the Company and/or develop for
the Company information respecting inventions, products, designs, methods,
know-how, techniques, systems, processes, software programs, other technical
information, works of authorship, customer lists, financial information,
operation, costs, business plans, projects, plans and proposals) which is
considered proprietary and confidential in nature ("Confidential Information"),
and Employee will use all reasonable precautions to maintain the confidentiality
of such Confidential Information and will not use for his personal benefit or
the benefit of any other person, or publish or disclose to third parties, any
such Confidential Information during the term of this Agreement or thereafter
except in performing his duties under this Agreement. Employee acknowledges that
the Confidential Information is a special, valuable and unique asset of the
Company.
8. Term. This Agreement shall remain in full force and effect until the
earlier of the death of Employee, the date that Employee terminates this
Agreement, or the date that the Company terminates this Agreement for cause. For
purposes of this Section "cause" means (a) Employee's failure to adhere to any
written Safeguard policy if Employee have been given a reasonable opportunity to
comply with such policy or cure Employee's failure to comply (which reasonable
opportunity must be granted during the ten-day period preceding termination of
this Agreement); (b) Employee's appropriation (or attempted appropriation) of a
material business opportunity of Safeguard, including attempting to secure or
securing any personal profit in connection with any transaction entered into on
behalf of Safeguard; (c) Employee's misappropriation (or attempted
misappropriation) of any of Safeguard's funds or property; or (d) Employee's
conviction of, indictment for (or its procedural equivalent), or Employee's
entering of a guilty plea or plea of no contest with respect to, a felony, the
equivalent thereof, or any other crime with respect to which imprisonment is a
possible punishment.
9. Notices. Any notice pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally or sent by
guaranteed overnight delivery service or registered or certified mail to the
following addresses:
If to Employee: Xxxxxx X. Xxxxxx
000 Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
If to the Company: Safeguard Scientifics, Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attn: Secretary
or to such other addresses as either party may designate to the other in
writing.
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10. Set-off. Employee acknowledges that the Company may set-off amounts
payable to employee hereunder against any obligations of Employee to the
Company, provided, however, that the Company shall not so set-off amounts due by
Employee to the Company under that certain Financial Restructuring Agreement,
dated April 16, 2001, among the Company, Employee and the other parties thereto,
as amended.
11. Assignments. Employee shall not assign this agreement or
subcontract any of the work, labor or services to be performed by Employee
hereunder without the Company's prior written consent.
12. Company Property. All files, records, documents, and other materials
relating to the business of the Company, whether prepared by Employee or
otherwise coming into his possession, shall remain the property of the Company
during the term of this Agreement and thereafter. Upon termination of this
Agreement for any reason, Employee shall promptly return to the Company all such
materials and all copies thereof to the Company.
13. Waiver. The waiver by either party of a breach or violation of
any provision of this Agreement shall not constitute or be construed as a
waiver of any subsequent breach or violation of that provision or as a waiver
of any breach or violation of any other provision.
14. Integration and Amendment. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior communications and agreements. This Agreement and the
provisions hereof may not be changed, waived or extended orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, extension is sought.
15. Governing Law. This Agreement and all rights and obligations of the
parties thereunder shall be governed by and be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania. Employee hereby
consents to the jurisdiction of the courts of such commonwealth in any action or
proceeding which may be brought against it under or in connection with this
Agreement, and in the event any such action or proceeding shall be brought
against it, Employee agrees not to raise any objection to such jurisdiction or
to the laying of the venue thereof in such state.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first written above.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
SAFEGUARD SCIENTIFICS, INC.
By: /s/ N. Xxxxxxx Xxxxxxx
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Name: N. Xxxxxxx Xxxxxxx
Title: Executive Vice President
and General Counsel
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