EXHIBIT 10.11
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of this 4th day of January, 1999
between MICROWAVE & VIDEO SYSTEMS, INC., a Connecticut corporation
(hereinafter called the "Company") with offices at 00X Xxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxxxx 00000, and XXXX X. XXXXXXX, residing at
00 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (hereinafter called the
"Executive").
W I T N E S S E T H
WHEREAS, the Company manufactures and markets microwave
products; and
WHEREAS, the Company and the Executive desire to enter into an
agreement to memorialize their understandings with regard to the
employment of the Executive by the Company.
NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree
as follows:
1. Employment Term. The Company hereby agrees to employ
the Executive and the Executive agrees to enter the employ of the
Company on the terms and conditions set forth below for a term
commencing on the date hereof (the "Commencement Date"), and
terminating two years from the date hereof unless sooner terminated
as herein provided (such term of this Agreement is herein referred
to as the "Term").
2. Duties. Subject to the authority, control and direction
of the President and Board of Directors of the Company, the
Executive will perform such duties and services commensurate with
his position as Senior Engineer for the Company, including such
duties as may from time to time be assigned to him by the President
or Board of Directors.
3. Time Requirements. The Executive agrees that he will
devote all of his business time and attention to the business
affairs of the Company and that during the period of such
employment the Executive will not, without the prior permission of
the Board of Directors of the Company, engage in any other business
enterprise or enterprises which require more than a nominal amount
of the Executive's business time or attention. The foregoing shall
not prevent the purchase or ownership by the Executive of
investments or securities of publicly-held companies representing
less than 2% of any such companies and any other business which is
not competitive and does not have any business relations with the
Company or any subsidiary of the Company, provided the time or
attention devoted by the Executive to such activities does not
interfere with the performance of his duties hereunder.
4. Compensation. For the full, prompt and faithful
performance of all of the duties and services to be performed by
Executive hereunder, the Company agrees to pay, and the Executive
agrees to accept, the amounts set forth below.
(a) As a base compensation, during the period from the
date of execution of this Agreement to December 31, 1999, the
Executive shall be paid at a rate of per annum (the "Base
Compensation"), payable at such regular times and intervals as the
Company customarily pays its employees. Effective on each January
1st thereafter, the Board of Directors of Company agrees to review
the Executive's performance hereunder and, based on such review, to
grant to the Executive a salary increase in an amount which, in the
sole discretion of the Board of Directors of the Company, is deemed
appropriate.
(b) As incentive compensation, for each fiscal year
during the term of this Agreement, (such fiscal year beginning on
April 1st and ending on March 31st of the following year),
commencing on April 1, 1999, a bonus program will be established
for the Executive to earn up to an additional % of his Base
Compensation, which plan shall be jointly developed by the
Executive and the President.
(c) The Company shall provide the Executive with health
benefits on the same terms as provided to other employees of the
Company.
(d) The compensation provided for herein shall be in
additional to any retirement, profit sharing, insurance (including
medical) or similar benefit which may at any time be payable to the
Executive pursuant to any plan or policy of the Company relating to
such benefits, which benefits shall be made available to the
Executive on the same basis as they are made available to other
similarly situated executives of the Company.
5. Vacation. The Executive shall be entitled to two weeks of
vacation per year during the Term, which shall be taken at such
time or times as shall be mutually determined by the Company and
the Executive.
6. Death. In the event of the death of the Executive
during the Term or any extension thereof, the employment of the
Executive hereunder shall terminate and come to an end on the last
day of the month following the death of the Executive. The estate
of the Executive (or such persons as the Executive shall designate
in writing) shall be entitled to receive, and the Company agrees to
pay, the Base Compensation of the Executive up to the end of the
month period in which such death occurs.
7. Disability. In the event that the Executive shall,
because of illness or incapacity, physical or mental, be unable to
perform the duties and services to be performed by him hereunder
for a consecutive period of six months, or nine months during any
twelve month period, the Company may terminate the employment of
the Executive hereunder after the expiration of such period. The
Executive shall be entitled to receive his base salary up to the
date of such termination.
8. Administration; Expenses. The Executive shall report to
Xxxxx X. Xxxxx, and the Board of Directors of the Company, or to a
person designated by the Board of Directors, at such intervals as
may be determined from time to time. The Executive shall be
reimbursed by the Company for all expenses reasonably incurred by
him on behalf of the Company in accordance with the Company's
standard policies with respect thereto.
9. Restrictive Covenants.
9.1 Inventions. Any program, discovery, process,
design, invention or improvement which the Executive makes or
develops during his employment by the Company, whether or not
during regular working hours or in connection with the Company's
business or research activities as then conducted or contemplated,
shall belong to the Company and shall be promptly disclosed to the
Company. During the Executive's employment and for a period of two
years thereafter, the Executive shall, without additional
compensation, execute and deliver to the Company any instruments of
transfer and take such other action as the Company may request to
carry out the provisions of this Section 9.1, including without
limitation, filing, at the Company's expense, patent applications
for anything covered by this Section 9.1 and the prompt assignment
of the same to the Company.
9.2 Covenant Not to Compete. The Executive covenants
and agrees that for a period of one year following the termination
of his employment with the Company other than as a result of a
breach of this Agreement by the Company, he shall not directly or
indirectly compete with the Company in the microwave control
components marketplace or in any other business in which the
Company may at such time be engaged, nor induce any person
associated with or employed by the Company or any subsidiary of the
Company, to leave the employ of or terminate his association with
the Company, or any subsidiary of the Company, or solicit the
employment of any such person on his own behalf or on behalf of any
other business enterprise. In the event of termination of this
Agreement by virtue of a breach by the Company, termination without
cause or expiration of the Term, the aforesaid covenant will be
applicable for a period of one year from such event.
9.3 Nondisclosure. The Executive covenants and agrees
for a period of two years following the termination of his
employment with the Company, he will not, directly or indirectly,
during or after the term of employment disclose to any person not
authorized by the Company to receive or use such information,
except for the sole benefit of the Company, any of the Company's
confidential or proprietary data, information, designs, styles, or
techniques, including customer lists. Notwithstanding the
foregoing, this applies solely to information that is not generally
known to anyone other than the Company, its Board of Directors or
its employees.
9.4 If any term of this Article 9 is found by any court
having jurisdiction to be too broad, then and in that case, such
term shall nevertheless remain effective, but shall be considered
amended (as to the time or area or otherwise, as the case may be)
to a point considered by said court as reasonable, and as so
amended shall be fully enforceable.
9.5 In the event that the Executive shall violate any
provision of this Agreement (including but not limited to the
provisions of this Article 9) the Executive hereby consents to the
granting of a temporary or permanent injunction against him by any
court of competent jurisdiction prohibiting him from violating any
provision of this Agreement. In any proceeding for an injunction,
the Executive agrees that his ability to answer in damages shall
not be a bar or interposed as a defense to the granting of such
temporary or permanent injunction against the Executive. The
Executive further agrees that the Company will not have an adequate
remedy at law in the event of any breach by Executive hereunder and
that the Company will suffer irreparable damage and injury if the
Executive breaches any of the provisions of this Agreement.
10. Termination for Cause. The Company may terminate the
Executive's employment without liability (other than for payments
accrued to the date of termination) if the Executive's employment
is terminated "for cause". The term "for cause" shall, for the
purposes of this Agreement, mean (i) a material breach by the
Executive of the provisions of this Agreement, (ii) the commission
by the Executive of a fraud against the Company or the conviction
of the Executive for aiding or abetting, or the commission of, a
felony or of a fraud or a crime involving moral turpitude or a
business crime, (iii) the knowing possession or use of illegal
drugs or prohibited substances, the excessive drinking of alcoholic
beverages which impairs the Executive's ability to perform his
duties hereunder, (iv) being under the influence of such drugs,
substances or alcohol during the Executive's hours of employment,
or (v) any violation of the Company's corporate policies described
in the Company's employee handbook, which handbook may supplemented
or amended by the Company from time to time, a copy of which has
been provided to the Executive. In the event of such termination
for cause, Executive shall be entitled to receive his base salary
up to the date of such termination.
11. No Impediments. The Executive warrants and represents
that he is free to enter into this Agreement and to perform the
services contemplated thereby and that such actions will not
constitute a breach of, or default under, any existing agreement.
12. No Waiver. The failure of any of the parties hereto
to enforce any provision hereof on any occasion shall not be deemed
to be a waiver of any preceding or succeeding breach of such
provision or of any other provision.
13. Entire Agreement. This Agreement constitutes the entire
agreement and understanding of the parties hereto and no amendment,
modification or waiver of any provision herein shall be effective
unless in writing, executed by the party charged therewith.
14. Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with and shall be governed
by the laws of the State of New York applicable to agreements to be
wholly performed therein.
15. Binding Effect. This Agreement shall bind and inure
to the benefit of the parties, their successors and assigns.
16. Assignment and Delegation of Duties. This Agreement
may not be assigned by the parties hereto except that the Company
shall have the right to assign this Agreement in connection with a
sale or transfer of all or substantially all of its assets, a
merger or consolidation. This Agreement is in the nature of a
personal services contract and the duties imposed hereby are non-
delegable.
17. Paragraph Headings. The paragraph headings herein have
been inserted for convenience of reference only and shall in no way
modify or restrict any of the terms or provisions hereof.
18. Notices. Any notice under the provisions of this
Agreement shall be given by registered or certified mail, return
receipt requested, directed to the addresses set forth above,
unless notice of a new address has been sent pursuant to the terms
of this paragraph.
19. Unenforceability; Severability. If any provision of
this Agreement is found to be void or unenforceable by a court of
competent jurisdiction, the remaining provisions of this Agreement,
shall, nevertheless, be binding upon the parties with the same
force and effect as though the unenforceable part has been severed
and deleted.
20. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be deemed to be duplicate
originals.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
MICROWAVE & VIDEO SYSTEMS, INC.
By:
(Authorized Officer)
Xxxx X. Xxxxxxx
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