EXHIBIT 10.3
[OPTICAL CABLE CORPORATION LOGO]
OPTICAL CABLE CORPORATION
EMPLOYMENT AGREEMENT
This agreement made effective November 1, 1998 by and between Optical Cable
Corporation, having a place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx (hereinafter referred to as OCC), and Xxxxxx Xxxxxxxx, (hereinafter
referred to as Xxxxxxxx).
WHEREAS, OCC desires to employ Xxxxxxxx and Xxxxxxxx desires to accept such
employment upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, OCC employs Xxxxxxxx and Xxxxxxxx accepts employment upon the
following terms and conditions:
1. EMPLOYMENT AND DUTIES: Xxxxxxxx is employed as President & Chief Executive
Officer of OCC. Xxxxxxxx hereby agrees to abide by the terms and conditions
of this Agreement.
2. TERM: The term of this Agreement shall begin on November 1, 1998 and shall
terminate on the 31st day of October, 1999.
3. STARTING DATE: This Agreement becomes effective November 1, 1998.
4. COMPENSATION: For all services rendered by Xxxxxxxx, OCC shall pay Xxxxxxxx
a salary, payable monthly, equal to 1.0% of the previous fiscal year net
sales and in order to stimulate the growth of OCC, OCC shall pay Xxxxxxxx a
sales commission equal to 1.0% of the positive difference between the
current fiscal year net sales and the prior year net sales. Said sales
commission shall be paid monthly and paid within 15 days after the end of
the month. Said sales commission shall be based on the difference in net
sales between the period of employment in the current fiscal year and the
corresponding period of the previous fiscal year.
5. PATENT RIGHTS: Xxxxxxxx'x interest in any and all inventions or
improvements made or conceived by him, or which he may make or conceive at
any time after the commencement of and until the termination of his
employment by OCC, either individually or jointly with others, shall be the
exclusive property of OCC, its successors, assignees or nominees. He will
make full and prompt disclosure in writing to an officer or official of
OCC, or to anyone designated for that purpose by OCC, of all inventions or
improvements made or conceived by him during the term of his employment. At
the request and expense of OCC, and without further compensation to him,
Xxxxxxxx will, for all inventions or improvements which may be patentable,
do all lawful acts and execute and acknowledge any and all letters and/or
patents in the United States of America and foreign countries for any such
inventions and improvements, and for vesting in OCC the entire right, title
and interest thereto. As used in this Agreement, (inventions or
improvements) means discoveries, concepts, and ideas, whether patentable or
not, relating to any present or prospective activities of OCC, including,
but not limited to, devices, processes, methods, formulae, techniques, and
any improvements to the foregoing.
6. CONFIDENTIALLY; DISCLOSURE OF INFORMATION: Since the work for which
Xxxxxxxx is employed and upon which he shall be engaged, will include trade
secrets and confidential
------------------------------------------------------------------------------
Shipping Address: Phone No. (000) 000-0000 Mailing Address:
0000 Xxxxxxxxx Xxxxx FAX (000) 000-0000 X.X. Xxx 00000
Xxxxxxx, XX 00000 Sales Dept. 1-800-622-7711 Xxxxxxx, XX 00000-0000
XXX Internet xxxx://xxx.xxxxxxxx.xxx USA
information of OCC or its customers, Xxxxxxxx shall receive such trade
secrets and confidential information in confidence and shall not, except as
required in the conduct of OCC's business, publish or disclose, or make use
of or authorize anyone else to publish, disclose, or make use of any such
secrets or information unless and until such secrets or information shall
have ceased to be secret or confidential as evidenced by public knowledge.
This prohibition as to publication and disclosures shall not restrict him
in the exercise of his technical skill, provided that the exercise of such
skill does not involve the disclosure to others not authorized to receive
secret or confidential information of OCC or its customers. As used in this
Agreement, (trade secrets and confidential information) means any formula,
pattern device or compilation of information used in the business of OCC or
its customers which gives OCC or its customers an opportunity to obtain
advantage over competitors who do not know or use such information; the
term includes, but is not limited to, devices and processes, whether
patentable or not, compilations of information such as customer lists,
business and marketing plans, and pricing information where much of the
information involved is generally known or available but where the
compilation, organization or use of the information is not generally known
and is of significance to the business of OCC or its customers. The
provisions of this paragraph 6 shall apply throughout the period of
Xxxxxxxx'x employment with OCC and for twelve (12) successive months
immediately following termination of that employment by either party for
any reason.
7. NON-COMPETE: Xxxxxxxx covenants and agrees that during the term of his
employment with OCC (as employee, consultant or otherwise) and for the
twelve (12) consecutive months immediately following termination of his
employment by either party for any reason (i) he will not own or have an
ownership interest in, or render services to, or work for any business
which competes with OCC or is engaged in the same or similar business
conducted by OCC during the period of Xxxxxxxx'x employment with OCC, or
such business OCC wishes to conduct within three (3) months following
termination of his employment; and (ii) he will not call on, solicit or
deal with any customers or prospective customers of OCC learned about or
developed during Xxxxxxxx'x employment with OCC. This Agreement shall apply
to Xxxxxxxx as an individual for his own account, as a partner or joint
venturer, as an employee, agent salesman or consultant for any person or
entity, as an officer, director or shareholder.
8. RETURN OF OCC PROPERTY: Immediately upon the termination of his employment
with OCC, Xxxxxxxx will turn over to OCC all notes, memoranda, notebooks,
drawings, records, documents, and all computer program source listings,
object files, and executable images obtained from OCC or developed or
modified by him as part of his work for OCC which are in his possession or
under his control, whether prepared by him or others, relating to any work
done for OCC or relating in any way to the business of OCC or its
customers, it being acknowledged that all such items are the sole property
of OCC.
9. BENEFITS: Xxxxxxxx shall be entitled to such vacation and benefits as OCC
may from time to time establish for employees of similar positions,
responsibilities and seniority.
10. BINDING ON OTHER PARTIES: This Agreement shall be binding upon and inure to
the benefit of Xxxxxxxx, his heirs, executors and administrators, and shall
be binding upon and inure to the benefit of OCC and its successors and
assigns.
11. ENFORCEMENT AND REMEDIES: This Agreement shall be enforced and construed in
accordance with the laws of the Commonwealth of Virginia.
Each party acknowledges that in the event of a breach or threatened breach
of the confidentiality or non-compete provisions set out in paragraphs 6
and 7 of the Agreement, damages at law will be inadequate and injunctive
relief is appropriate in addition to whatever damages may be
2
recoverable. Xxxxxxxx agrees to pay the costs, including reasonable
attorneys fees, incurred by OCC in enforcing the provisions of paragraphs 6
and 7.Each and all of the several rights and remedies contained in or
arising by reason of this Agreement shall be construed as cumulative and no
one of them shall be exclusive of any other or of any right or priority
allowed by law or equity. Nothing in this Agreement is intended to be in
derogation of the rights of either party under or pursuant to any federal
or state statute.
12. NOTICES: Any notice required or desired to be given under this Agreement
shall be deemed given if in writing sent by U.S. Mail to his last known
residence in the case of Xxxxxxxx or to its principal office in the case of
OCC.
13. SEVERABILITY AND LIMITED ENFORCEABILITY: It is understood and agreed that,
should any portion of any clause or paragraph of this Agreement be deemed
too broad to permit enforcement to its full extent, then such restriction
shall be enforced to the maximum extent permitted by law, and the parties
hereby consent and agree that such scope may be modified accordingly in a
proceeding brought to enforce such restriction. Further, it is agreed that,
should any provision in the Agreement be entirely unenforceable, the
remaining provisions of this Agreement shall not be affected.
14. ASSIGNMENT: This Agreement and the rights and obligations hereunder shall
be deemed unique and personal to Xxxxxxxx and Xxxxxxxx may not transfer,
pledge, encumber, assign, anticipate, or alienate all or any part of this
Agreement.
15. PRIOR AGREEMENTS; MODIFICATION: No modifications or waiver of this
Agreement, or of any provision thereof, shall be valid or binding, unless
in writing and executed by both of three parties hereto (with a person
other than Xxxxxxxx acting on behalf of OCC). No waiver by either party of
any breach of any term or provision of this Agreement shall be construed as
a waiver of any succeeding breach of the same or any other term or
provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
---------------------------- ----------------------------
WITNESS Xxxxxx Xxxxxxxx
Optical Cable Corporation
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx
Vice President of Finance
3
