SEVERANCE AND CHANGE-IN-CONTROL AGREEMENT
Exhibit 10.20
SEVERANCE AND CHANGE-IN-CONTROL AGREEMENT
This Severance and Change-in-Control Agreement (this “Agreement”) is effective as of 3/17/2016 (the “Effective Date”), by and between Numerex Corp, a Pennsylvania corporation (the “Company”) and Xxx Xxxxxx (the “Employee”). The Company and the Employee are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Employee currently serves as Chief Financial Officer of the Company; and
1.1 “Cause” shall be limited to the following specific events:
1.1.1 Gross negligence or willful misconduct in the performance of Employee’s duties;
1.1.2 A material or willful violation of federal or state law injurious to the business or reputation of the Company;
1.1.3 A refusal or willful failure to act in accordance with any specific lawful direction or order of the Company;
1.1.4 A substantive violation of Company’s written policies as defined by Company;
1.1.5 A commission of an act of fraud with respect to the Company; or
1.1.6 A conviction of or pleading guilty to either a felony, or a crime causing material harm to the standing or reputation of the Company.
1.2 “Change in Control” means the occurrence of any of the following:
1.2.1 The consummation by the Company of a sale, transfer or assignment, in one transaction or a series of related transactions, of all or substantially all of the assets of Company other than to one or more affiliates of Company or one or more entities owned by stockholders of Company in substantially the same proportions as their stock ownership in Company;
1.2.2 Any “person” (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), excluding affiliates of Company and employee benefit plans of Company and its affiliates, becomes the beneficial owner of more than 50% of the outstanding voting stock of Company other than as the result of the direct purchase of securities from Company; or
1.2.3 The consummation by Company of a merger or consolidation with or into any other entity, other than a merger or consolidation that results in the voting securities of Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent of the combined voting power of the surviving entity immediately after such merger or consolidation.
1.3 “Good Reason” means the existence of any of the following conditions (without Employee’s prior consent):
1.3.1 A material diminution in Employee’s title, duties or responsibilities or base compensation; or
1.3.2 A required relocation of Employee’s principal place of employment outside of 50 miles from the Company’s headquarters immediately prior to the Change in Control.
Notwithstanding the foregoing provisions of this Section 1.3, Good Reason shall only exist if the Company is provided with a 30-day period to cure the event or condition giving rise to Good Reason, and it fails to do so within such 30-day cure period and Employee resigns from employment within fifteen days following the end of the cure period.
3.1 Notwithstanding any other agreement to the contrary, if upon or within one (1) year following a Change in Control, as defined below, the Company shall terminate the Employee’s employment without Cause (as defined in Section 1) or the Employee shall terminate his employment for Good Reason (as defined in Section 1), within 60 days after termination of employment, the Company shall pay to Employee the Severance Amount, less all required tax withholdings and other applicable deductions, as a one-time, lump sum payment.
3.2 In the event of a Change in Control (as defined below), any outstanding compensatory equity award, to the extent not fully vested by the date on which such Change in Control occurs, will become fully vested upon such Change in Control.
6. Assignment. This Agreement is personal in nature and may not be assigned by Employee.
7. Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of laws principles. Any suit, action or proceeding to determine, construe or enforce any provision of this Agreement, or the rights of either Party hereunder, shall be brought in Xxxx County, Georgia, and the Parties agree that jurisdiction shall lie therein.
SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
COMPANY: | |||
NUMEREX CORP. | |||
Signature: | |||
Title: | |||
EMPLOYEE | |||
Signature: | |||
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