EMPLOYMENT AGREEMENT
This Employment Agreement is made by and between The JPM Company, a Pennsylvania
corporation (EMPLOYER), and Xxxxx X. Xxxxxx, the undersigned individual
(EMPLOYEE).
RECITALS
EMPLOYER is engaged in the business of manufacturing wire and cable assemblies,
being referred to as the "Business."
The parties wish to provide for an employment arrangement under the terms and
conditions herein set forth.
I. Term of Employment. EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE agrees to
be employed by EMPLOYER, under the terms and conditions set forth. The term of
EMPLOYEE's employment shall begin on the commencement date set forth in Section
XIV, and shall continue until terminated as set forth in Section IX.
II. Compensation. As full payment for all services rendered by EMPLOYEE under
this Agreement, EMPLOYEE agrees to accept, and shall, subject to the terms and
conditions set forth herein, receive compensation, as follows:
A. Direct Compensation. During the term of this Agreement, EMPLOYEE shall,
subject to the terms and conditions set forth herein, receive a base salary in
the amount of $120,000, payable in accordance with EMPLOYER's normal payroll
practice.
B. Fringe Benefits. EMPLOYEE will be entitled to participate in such fringe
benefit plans and financial incentive plans, in accordance with their terms, as
shall be made available from time to time by EMPLOYER in its discretion to its
EMPLOYEEs in EMPLOYEE's position.
C. Compensation Adjustment. The base salary, fringe benefits and any other
compensation are subject to review by EMPLOYER at any time in its discretion, at
which time EMPLOYER, in its sole discretion, may elect to adjust or modify same.
III. Deductions. EMPLOYER is authorized to deduct from the compensation of the
EMPLOYEE such sums as may be required to be deducted or withheld under the
provisions of any law now in effect or hereafter put into effect during the term
of this Agreement, or which are authorized by EMPLOYEE, including, but not
limited to, social security and income tax withholding.
IV. Duties. It is understood and agreed that EMPLOYEE will faithfully and
diligently serve EMPLOYER to the best of EMPLOYEE's ability in the position set
forth in Section 13, and EMPLOYEE further agrees to perform such duties and to
assume such additional responsibilities as may be assigned from time to time by
EMPLOYER. EMPLOYEE will devote full time, attention, loyalty and energies to the
performance of the duties as an EMPLOYEE of EMPLOYER.
V. Leave. EMPLOYEE shall be entitled to time off, with or without pay, in
accordance with the standard practices of EMPLOYER for individuals in EMPLOYEE's
position, which are subject to change. Such absences shall not be deemed to be a
termination of this Agreement.
VI. Proprietary Information. EMPLOYEE understands and acknowledges that in the
course of EMPLOYEE's employment with EMPLOYER, EMPLOYER will incur substantial
expenditures of time and money in providing EMPLOYEE with specialized
instruction and training, and will impart to EMPLOYEE, or EMPLOYEE will have
access to, certain proprietary and confidential information and knowledge
concerning EMPLOYER and its business (collectively called "Proprietary
Information"). As used herein, "Proprietary Information" shall be deemed to
include, without limitation, EMPLOYER's sales and marketing information and
techniques, business plans, financial data, Trade Secrets, pricing lists,
supplier lists and other confidential supplier data, customer lists and other
confidential customer data, and any other information or knowledge concerning
EMPLOYER and its business, whether or not in tangible form, that is of a
proprietary or confidential nature, or has been heretofore or is hereafter
treated as secret by EMPLOYER. As used herein, "Trade Secret(s)" shall mean the
whole or any portion or phase of any technical information, hardware, software,
designs or specifications, drawings, sketches, processes, procedures, formulae,
data, reports, computer programs, charts, improvements and any other technical
information or knowledge relating to the development, design and implementation
of EMPLOYER's projects, products and services.
The parties agree that it is of great importance to the success of EMPLOYER that
Proprietary Information be treated with great care and that improper disclosure
or use be prevented. EMPLOYEE, during the course of employment with EMPLOYER and
after the termination of such employment, shall maintain secrecy with regard to
such information and shall not, directly or indirectly, disclose, use or permit
the disclosure or use of any Proprietary Information received, acquired or
obtained during the course of employment, whether or not EMPLOYEE was the
creator or originator thereof, unless such disclosure or use is consented to in
advance in writing by EMPLOYER.
VII. Non-Competition. During the term of EMPLOYE's employment with the EMPLOYER
and for a period of two (2) years from the voluntary or involuntary termination
of EMPLOYEE's agreement with the EMPLOYER for any reason whatsoever, EMPLOYEE
will not directly or indirectly, own, manage, operate, control, be employed by,
perform services for, consult with, solicit business for, participate in, or be
connected with the ownership, management, operation, or control of any business
which performs the services materially similar to or competitive with those
provided by the EMPLOYER in any location where the EMPLOYER has had an office or
has sold products or provided services to customers during the period EMPLOYEE
is employed by the EMPLOYER.
During the term of EMPLOYEE's employment with the EMPLOYER for a period of two
(2) years from the voluntary or involuntary termination of EMPLOYEE's employment
with the EMPLOYER for any reason whatsoever, EMPLOYEE shall not either on his
own account or for any person, firm, partnership, corporation, or other entity
solicit, interfere with, or endeavor to cause any EMPLOYEE of the EMPLOYER to
leave his or her employment, or induce or attempt to induce, any such EMPLOYEE
to breach his or her employment agreement with the EMPLOYER.
VIII. Remedies. It is recognized that damages in the event of breach of Sections
VI and VII of this Agreement by EMPLOYEE would be difficult, if not impossible,
to ascertain, and it is therefore agreed that in the event of a breach or
threatened breach of Sections VI or VII, EMPLOYER shall be entitled to an
injunction against such breach, without prejudice to any other remedies
available to EMPLOYER.
The provisions set forth in the paragraphs under Section VI and VII are intended
by the parties to be separate and divisible. If any covenant or provision in
this paragraph is found by a court of competent jurisdiction to be unreasonable
in duration, geographical scope or character of restrictions, the covenant or
agreement shall not be rendered unenforceable thereby, but rather the duration,
geographical scope or character of restrictions of such covenant or agreement
shall be deemed reduced or modified with retroactive effect to render such
covenant or agreement reasonable and such covenant shall be enforced as thus
modified. If the court having jurisdiction will not review the covenant or
agreement, then the parties shall mutually agree to a revision having an effect
as close as permitted by law to the provisions declared unenforceable. EMPLOYEE
further agrees that in the event a court having jurisdiction determines, despite
the express intent of the EMPLOYEE, that any portion of the restrictive
covenants in this Section VI and VII are not enforceable, the remaining
provisions shall be valid and enforceable.
IX. Termination. This Agreement shall terminate in the event Section IX becomes
operative:
A. Resignation as full-time EMPLOYEE. EMPLOYEE, at any time, may choose to
resign as a full-time EMPLOYEE.
B. Death or disability. Upon the death or disability of EMPLOYEE, this Agreement
shall terminate. For purpose of this Agreement, the term "disability" shall mean
the determination by Employer that Employee is unable to perform substantially
all of the duties that were being performed for Employer prior to such
determination, and the continuation of such inability for a consecutive period
in excess of three (3) months following such determination (unbroken by return
to work for an aggregate period in excess of thirty (30) days).
C. Involuntary Termination. EMPLOYER may terminate this Agreement without cause.
D. Compensation Payable upon Termination. In the event of termination of this
Agreement by EMPLOYER for any reason set forth hereinabove (in subparagraphs B
or C) other than death of the EMPLOYEE, EMPLOYEE shall be entitled to receive
termination pay equal to six months of the annual salary then in effect, payable
in six monthly installments, PROVIDED, however, that any salary paid during a
period of disability preceding termination shall be credited toward the payments
due hereunder.
E. Termination for Cause. EMPLOYER may terminate this Agreement immediately for
cause, including without limitation, fraud, misrepresentation, theft or
embezzlement of the Company's assets, intentional violations of law or company
policies, or a breach of this Agreement. In the event of termination for cause,
no severance pay shall be due EMPLOYEE.
F. Return of Documents. Upon termination of employment for any reason, all
documents, writings, or any other such material produced or received in the
course of employment shall be returned to EMPLOYER.
X. Corporate Policies. EMPLOYEE shall be subject to EMPLOYER's corporate
policies applicable to EMPLOYEE's generally, as amended from time to time,
except to the extent that any provision of this Agreement is expressly contrary
thereto.
XI. Special Conditions. In addition to the conditions set forth above, the
following special conditions shall apply to EMPLOYEE:
A. Relocation. EMPLOYEE shall receive relocation benefits as provided in
EMPLOYE's benefit plan.
B. Stock Options. EMPLOYEE will receive 20,000 stock options pursuant to the
Employee Stock Option Plan of 1995 and subject to the terms thereof.
C. Signing Bonus. EMPLOYEE shall receive, as additional compensation, a single
payment of $20,000.00 within six weeks of the commencement of employment. In the
event EMPLOYEE resigns his position with EMPLOYER within one year of his
employment date, the signing bonus shall be repaid to EMPLOYER.
D. Deferred Compensation. EMPLOYEE shall be eligible to participate in the
Non-Qualified Deferred Compensation Plan. Company will deposit 7.5% of
EMPLOYEE's annual salary, in quarterly increments, into EMPLOYEE's account under
the terms of the plan. Employee may additionally contribute up to 25% of his
salary to the plan.
E. Life Insurance. EMPLOYEE shall be eligible for participation in EMPLOYER's
life insurance coverage, as then in effect pursuant to EMPLOYER's policies. At
the current time, that coverage provides life insurance in an amount up to 1-1/2
times the EMPLOYEE's annual salary, to a maximum of $100,000.
F. Bonus. EMPLOYEE will be eligible for participation in EMPLOYER's Performance
Sharing Plan, as in effect during the period of EMPLOYEE's employment. As of the
date of employment, EMPLOYEE's eligibility would be for a bonus target of 10%
with a maximum eligibility of 30% his annual salary.
G. Company Vehicle. EMPLOYEE shall be provided with a company car comparable to
a Mercury Sable or equivalent for his business use. All reasonable expenses of
maintenance and operation will be paid by the company. The EMPLOYEE shall be
responsible for fuel charges for personal use of the vehicle
XII. Miscellaneous. The waiver by either party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party. The obligations undertaken by EMPLOYEE shall
not be assigned or delegated except as may be specifically provided herein. The
rights and obligations of the EMPLOYER hereunder shall be binding upon, and
inure to the benefit of, its successors and assigns. The laws of the
Commonwealth of Pennsylvania shall apply and bind the parties in any and all
questions arising hereunder. The provisions of Sections VI and VII shall survive
any termination of this Agreement.
XIII. Final Expression of Agreement. This writing represents the entire
agreements and understandings of the EMPLOYEE and EMPLOYER with respect to
subject matter hereof and supersedes all prior agreements and understandings of
the EMPLOYEE and EMPLOYER in connection therewith; except as otherwise provided
herein, it may not be altered or amended except by mutual agreement evidenced by
a writing signed by both EMPLOYEE and EMPLOYER and specifically identified as an
amendment to this Agreement.
EMPLOYEE EXPRESSLY ACKNOWLEDGES THAT EMPLOYEE HAS BEEN GIVEN THE OPPORTUNITY
PRIOR TO ENTERING THIS AGREEMENT TO CONSULT WITH EMPLOYEE'S OWN COUNSEL
REGARDING EMPLOYEE'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THIS AGREEMENT AND
THAT EMPLOYEE EITHER HAS DONE SO OR HAS ELECTED NOT TO CONSULT WITH SUCH
COUNSEL.
XIV. Specific Data. Full name of EMPLOYEE: Xxxxx X. Xxxxxx Position: Operations
Director - JPM Pantera Commencement Date: May 5, 1999
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed this ___14th______day of ____March______, 2000.
The JPM Company
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Bromfiled
Title: Executive Vice President
General Counsel & Secretary
Witness: Attest:
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