Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into on July 5,
2005, by and between Xxxxxx L'Heureux, an individual ("Executive"), and
CalAmp Corp., a Delaware corporation (the "Company").
RECITALS:
A. It is the desire of the Company to assure itself of the continued
services of the Executive by engaging the Executive to perform such services
under the terms hereof.
B. The Executive desires to commit himself to serve the Company on
the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as follows:
1. Employment by the Company and Term.
(a) Full Time and Best Efforts. Subject to the terms set forth
herein, the Company agrees to employ Executive as President of the Company's
Solutions Division, and in such other executive capacities as may be
requested from time to time by the Chief Executive Officer or the Board of
Directors of the Company or a duly authorized committee thereof, and
Executive hereby accepts such employment. Executive shall render such other
services for the Company and corporations controlled by, under common control
with or controlling, directly or indirectly, the Company, and to successor
entities and assignees of the Company ("Company's Affiliates") as the Company
may from time to time reasonably request and as shall be consistent with the
duties Executive is to perform for the Company and with Executive's
experience. During the term of his employment with the Company, Executive
will devote his full time and use his best efforts to advance the business
and welfare of the Company, and will not engage in any other employment or
business activities for any direct or indirect remuneration that would be
directly harmful or detrimental to, or that may compete with, the business
and affairs of the Company, or that would interfere with his duties
hereunder.
(b) Duties. Executive shall serve in an executive capacity and
shall perform such duties as are customarily associated with his position,
consistent with the Bylaws of the Company and as reasonably required by the
Company's Board of Directors (the "Board") or by the Company's Chief
Executive Officer.
(c) Company Policies. The employment relationship between the
parties shall be governed by the general employment policies and practices of
the Company, including but not limited to those relating to protection of
confidential information and assignment of inventions, except that when the
terms of this Agreement differ from or are in conflict with the Company's
general employment policies or practices, this Agreement shall control.
(d) Term. The initial term of employment of Executive under
this Agreement shall begin as of date hereof for an initial term ending on
July 5, 2006 (such period, the "Initial Term"), subject to the provisions for
termination set forth herein and renewal as provided in Section 1(e) below.
(e) Renewal. Unless either party shall have given the other
notice that this Agreement shall not be renewed at least thirty (30) days
prior to the end of the Initial Term, the term of this Agreement shall be
automatically extended for a period of one (1) year, such procedure to be
followed in each such successive year. Each extended term shall continue to
be subject to the provisions for termination set forth herein. Failure by
the Company to renew the agreement shall constitute termination without cause
or disability and the Executive shall be eligible for severance in accordance
with section 6 (d) and (f) or if applicable 6 (e) and 6 (f).
2. Compensation and Benefits.
(a) Salary. Executive shall receive for services to be
rendered hereunder a salary at the rate of _nineteen thousand five hundred
eighty-three dollars and thirty three cents ($19,583.33) per month payable at
least as frequently as monthly and subject to payroll deductions as may be
necessary or customary in respect of the Company's salaried employees (the
"Base Salary"). The Base Salary will be reviewed by and shall be subject to
adjustment at the sole discretion of the Board of Directors of the Company
each year during the term of this Agreement.
(b) Participation in Benefit Plans. During the term hereof,
Executive shall be entitled to participate in any group insurance,
hospitalization, medical, dental, health, accident, disability or similar
plan or program of the Company now existing or established hereafter to the
extent that he is eligible under the general provisions thereof. The Company
may, in its sole discretion and from time to time, amend, eliminate or
establish additional benefit programs as it deems appropriate. Executive
shall also participate in all standard fringe benefits offered by the Company
to any of its Executive Officers.
(c) Vacation. Executive shall be entitled to a period of
annual vacation time in accordance with the company's vacation policy, to
accrue pro rata during the course of each such twelve-month period. The days
selected for Executive's vacation must be mutually and reasonably agreeable
to Company and Executive.
3. Bonuses.
The Executive shall be eligible to participate in the Company's
employee bonus program in accordance with the terms of such program (as it
may exist from time to time) and in the discretion of the committee
administering such program.
4. Stock Awards.
The Executive shall be eligible to participate in the Company's
employee stock award plans and shall be eligible for award of stock options
or other stock incentive awards in accordance with the terms of the Company's
stock award plans and in the discretion of the Committee of the Board
administering such plans.
5. Reasonable Business Expenses and Support.
Executive shall be reimbursed for documented and reasonable business
expenses in connection with the performance of his duties hereunder.
Executive shall be furnished reasonable office space, assistance and
facilities.
6. Termination of Employment.
The date, on which Executive's employment by the Company ceases, under
any of the following circumstances, shall be defined herein as the
"Termination Date."
(a) Termination Upon Death. If Executive dies prior to the
expiration of the term of this Agreement, the Company shall (i) continue
coverage of Executive's dependents (if any) under all benefit plans or
programs of the type listed above in paragraph 2(b) herein for a period of
six (6) months, and (ii) pay to Executive's estate the accrued portion of any
salary and vacation earned as of the Termination Date, less standard
withholdings for tax and social security purposes.
(b) Termination Upon Disability. The Company may terminate
Executive's employment in the event Executive suffers a disability that
renders Executive unable to perform the essential functions of his position,
even with reasonable accommodation, as determined by competent medical
authority. After the Termination Date, which in this event shall be the date
upon which notice of termination is given, no further compensation will be
payable under this Agreement except that Executive shall be paid the accrued
portion of any salary and vacation earned as of the Termination Date, less
standard withholdings for tax and social security purposes.
(c) Termination for Cause.
(i) Termination; Payment of Accrued Salary and Vacation.
The Board may terminate Executive's employment with the Company at any time
for Cause, immediately upon notice to Executive of the circumstances leading
to such termination for Cause. In the event that Executive's employment is
terminated for Cause, Executive shall receive payment for all accrued salary
and vacation earned through the Termination Date, which in this event shall
be the date upon which notice of termination is given. The Company shall
have no further obligation to pay severance of any kind whether under this
Agreement or otherwise nor to make any payment in lieu of giving notice of
such termination.
(ii) Definition of Cause. "Cause" means the occurrence or
existence of any of the following with respect to Executive, as determined by
a majority of the directors of the Board: (a) unsatisfactory performance of
Executive's duties or responsibilities, provided that the Company has given
Executive written notice specifying the unsatisfactory performance of his
duties and responsibilities and afforded the Executive reasonable opportunity
for cure, all as determined by a majority of the directors of the Board;
(b) a material breach by Executive of any of his material obligations
hereunder that the Company has given Executive written notice thereof;
(c) willful failure to follow any lawful directive of the Company consistent
with the Executive's position and duties, after written notice and reasonable
opportunity to cure, all as determined by the Board; (d) a material breach by
the Executive of his duty not to engage in any transaction that represents,
directly or indirectly, self-dealing with the Company or any of its
Affiliates which has not been approved by a majority of the disinterested
directors of the Board or of the terms of his employment; (e) commission of
any willful or intentional act which could reasonably be expected to injure
materially the property, reputation, business or business relationships of
the Company or its customers; or (f) the conviction or the plea of nolo
contendere or the equivalent in respect of a felony involving moral
turpitude.
(d) Termination Without Cause or Disability. The Company may
terminate Executive's employment at any time for other than Cause or
disability, by providing written notice to the Executive. In such event
(unless such termination would be covered by Section 6(e) below), the Company
shall pay Executive as severance (i) an amount equal to 12 months of his then
Base Salary, less standard withholdings for tax and social security purposes,
payable over such 12 month term in monthly pro rata payments commencing as of
the Termination Date and (ii) the accrued portion of any vacation earned,
less standard withholdings for tax and social security purposes.
Notwithstanding the foregoing, the Company shall not be obligated to pay any
termination payments under this Section 6(d) above if Executive breaches the
provisions of Sections 7, 8 or 9 below.
(e) Termination following a Change of Control. If, within the
12-month period following a Change of Control (as defined below), the Company
terminates the Executive's employment for other than Cause or disability or
the Executive terminates his employment for Good Reason (as defined below),
then the termination payments provided for under Section 6(d) shall extend
for a period of 12 months. In order to terminate his employment for Good
Reason the Executive must give the Company notice of termination within sixty
(60) days of the occurrence of one of the events included in the definition
of Good Reason. In all other respects Section 6(d) shall remain applicable.
The following definitions shall apply:
(i) "Change of Control" shall mean the consummation of
the first to occur of (i) the sale, lease or other transfer of all or
substantially all of the assets of the Company to any person or group (as
such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended); (ii) the adoption by the stockholders of the Company of a plan
relating to the liquidation or dissolution of the Company; (iii) the merger
or consolidation of the Company with or into another entity or the merger of
another entity into the Company or any subsidiary thereof with the effect
that immediately after such transaction the stockholders of the Company
immediately prior to such transaction (or their Related parties) hold less
than 50% of the total voting power of all securities generally entitled to
vote in the election of directors, managers or trustees of the entity
surviving such merger of consolidation; or (iv) the acquisition by any person
or group of more than 50% of the voting power of all securities of the
Company generally entitled to vote in the election of directors of the
Company.
(ii) "Good Reason" shall mean the occurrence of any one or
more of the following without the Executive's express written consent: (1)
the assignment of the Executive to duties materially inconsistent with the
Executive's authority, duties, responsibilities and status (including
offices, titles and reporting requirements) as an officer of the Company or a
material reduction in or alteration to the nature or status of the
Executive's authority, duties or responsibilities, in each case from those in
effect at the date of the occurrence of the Change of Control; (2) the
Company requiring the Executive to be based at a location which is more than
fifty (50) miles further from the Executive's then current primary residence
than such residence is from the Company location at which the Executive is
then working; or (3) a reduction in the Executive's base salary.
(f) Benefits Upon Termination. All benefits provided under
paragraph 2(b) hereof shall be extended, at Executive's election and cost, to
the extent permitted by the Company's insurance policies and benefit plans,
for 12 months after Executive's Termination Date, except (a) as required by
law (e.g., COBRA health insurance continuation election) or (b) in the event
of a termination described in paragraph 6(a).
(g) Termination by Executive. Executive shall have the right,
at his election, to terminate his employment with the Company upon two months
advance written notice to the Company to that effect; provided, however, that
the Company may in its discretion waive the advance notice period.
(h) Reduction in Payments. Notwithstanding anything contained
in this Agreement to the contrary, in the event that the payments to the
Executive under this Section 6, either alone or together with other payments
the Executive has a right to receive from the Company, would not be
deductible (in whole or in part) by the Company as a result of such payments
constituting a "parachute payment" (as defined in Section 280G of the
Internal Revenue Code, as amended (the "Code")), such payments shall be
reduced to the largest amount as will result in no portion of the payments
under this Section 6 not being fully deductible by the Company as the result
of Section 280G of the Code. The determination of any reduction in the
payments under this Section 6 pursuant to the foregoing sentence shall be
made exclusively by the firm of independent public accountants serving as the
Company's principal auditors immediately prior to the Termination Date (whose
fees and expenses shall be borne by the Company), and such determination
shall be conclusive and binding on the Company and the Executive.
7. Proprietary Information Obligations.
During the term of employment under this Agreement, Executive will have
access to and become acquainted with the Company's and the Company's
Affiliates' confidential and proprietary information, including, but not
limited to, information or plans regarding the Company's and the Company's
Affiliates' customer relationships, personnel, or sales, marketing, and
financial operations and methods; trade secrets; formulas; devices; secret
inventions; processes; and other compilations of information, records, and
specifications (collectively "Proprietary Information"). Executive shall not
disclose any of the Company's or the Company's Affiliates' Proprietary
Information directly or indirectly, or use it in any way, either during the
term of this Agreement or at any time thereafter, except as required in the
course of his employment for the Company or as authorized in writing by the
Company. All files, records, documents, computer-recorded information,
drawings, specifications, equipment and similar items relating to the
business of the Company or the Company's Affiliates, whether prepared by
Executive or otherwise coming into his possession, shall remain the exclusive
property of the Company or the Company's Affiliates, as the case may be, and
shall not be removed from the premises of the Company under any circumstances
whatsoever without the prior written consent of the Company, except when (and
only for the period) necessary to carry out Executive's duties hereunder, and
if removed shall be immediately returned to the Company upon any termination
of his employment; provided, however, that Executive may retain copies of
documents reasonably related to his interest as a shareholder and any
documents that were personally owned, which copies and the information
contained therein Executive agrees not to use for any business purpose.
Notwithstanding the foregoing, Proprietary Information shall not include
(i) information which is or becomes generally public knowledge except through
disclosure by the Executive in violation of this Agreement and
(ii) information that may be required to be disclosed by applicable law.
8. Noninterference.
While employed by the Company and for a period of two (2) years after
termination of this Agreement, Executive agrees not to interfere with the
business of the Company or any Company Affiliate by directly or indirectly
soliciting, attempting to solicit, inducing, or otherwise causing any
employee of the Company or any Company Affiliate to terminate his or her
employment in order to become an employee, consultant or independent
contractor to or for any other employer.
9. Miscellaneous.
(a) Notices. Any notices provided hereunder must be in writing
and shall be deemed effective upon the earlier of two days following personal
delivery (including personal delivery by telecopy or telex), or the fourth
day after mailing by first class mail to the recipient at the address
indicated below:
To the Company:
CalAmp Corp.
0000 X. Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxx, President
Telecopier: (000) 000-0000
To Executive:
(intentionally left blank)
or to such other address or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.
(b) Severability. Any provision of this Agreement which is
deemed invalid, illegal or unenforceable in any jurisdiction shall, as to
that jurisdiction and subject to this paragraph be ineffective to the extent
of such invalidity, illegality or unenforceability, without affecting in any
way the remaining provisions hereof in such jurisdiction or rendering that or
any other provisions of this Agreement invalid, illegal, or unenforceable in
any other jurisdiction. If any covenant should be deemed invalid, illegal or
unenforceable because its scope is considered excessive, such covenant shall
be modified so that the scope of the covenant is reduced only to the minimum
extent necessary to render the modified covenant valid, legal and
enforceable.
(c) Entire Agreement. This document constitutes the final,
complete, and exclusive embodiment of the entire agreement and understanding
between the parties related to the subject matter hereof and supersedes and
preempts any prior or contemporaneous understandings, agreements, or
representations by or between the parties, written or oral.
(d) Counterparts. This Agreement may be executed on separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
agreement.
(e) Successors and Assigns. This Agreement is intended to bind
and inure to the benefit of and be enforceable by Executive and the Company,
and their respective successors and assigns, except that Executive may not
assign any of his duties hereunder and he may not assign any of his rights
hereunder without the prior written consent of the Company.
(f) Amendments. No amendments or other modifications to this
Agreement may be made except by a writing signed by both parties. No
amendment or waiver of this Agreement requires the consent of any individual,
partnership, corporation or other entity not a party to this Agreement.
Nothing in this Agreement, express or implied, is intended to confer upon any
third person any rights or remedies under or by reason of this Agreement.
(g) Choice of Law. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the laws of
the State of Delaware without giving effect to principles of conflicts of
law.
10. Attorney's Fees.
In the event of litigation arising under this Agreement or out of or
concerning the Executive's employment or termination by the Company, the
prevailing party shall, in addition to all costs of suit, be entitled to
recover his or her reasonable attorney's fees from the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the date it is last executed below by either party.
EXECUTIVE
/s/ Xxxxxx L'Heureux
--------------------
CAL AMP CORP.
By: /s/ Xxxx Xxxxx
Title: President and CEO
