EXHIBIT 10(r)(r)
EMPLOYMENT AGREEMENT
--------------------
THIS AGREEMENT, made this 9th day of July, 1999, by and between C-COR
ELECTRONICS, INC., a Pennsylvania Business Corporation, with its principal place
of business at 00 Xxxxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxxx ("Corporation");
-AND-
XXXXX X. XXXX, an individual at 00000 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx
00000 ("Employee").
BACKGROUND
----------
A. Corporation desires to employ Employee as its Senior Vice President of
Network Management and Services and Employee desires to be so employed by
Corporation.
B. The parties mutually desire to set forth in this Employment Agreement
(the "Agreement") the terms and conditions under which Employee will be employed
by Corporation.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and intending to be legally bound thereby, the parties hereto agree as follows:
SECTION I
Description of Employment
-------------------------
1.01. Employment and Term. Corporation agrees to employ Employee and
-------------------
Employee agrees to be so employed for a three (3) year term commencing on June
17, 1999 and ending on June 17, 2002 (the "Term").
1.02 Capacity. During the Term, Employee shall serve as Corporation's
--------
Senior Vice President of Network Management and Services or in such other
commensurate offices or capacities as shall be determined by Corporation.
1.03 Time and Efforts. During the Term, Employee shall diligently and
----------------
conscientiously devote his best efforts and his full time and attention to the
discharge of his duties as Senior Vice President of Network Management and
Services and of such other commensurate duties as may be determined by the Board
of Directors of Corporation. Employee acknowledges that during the period of his
employment pursuant to this Agreement as the Senior Vice President of Network
Management and Services of Corporation, he will not have any other employment or
business affiliations (other than passive investments) without the prior
approval of Corporation.
1.04 Location. During the Term, Employee will not be required by
--------
Corporation to move from the Atlanta, Georgia metropolitan area.
1.05 Termination. This Agreement may be terminated.
-----------
a. By agreement of Corporation and Employee;
b. By Corporation, unilaterally, in its sole discretion, for any of
the following reasons:
i. if Employee directly or indirectly competes with Corporation while
employed under this Agreement;
ii. If Employee:
A. has materially breached any term or provision of this
Agreement and, if susceptible of cure, has not within thirty (30) days
following notice thereof cured such breach;
B. has conducted himself in a manner which discredits or is
otherwise materially detrimental to the reputation and standing of
Corporation and, if susceptible of cure, has not within thirty (30)
days following notice thereof cured such breach;
C. wrongfully discloses any trade secrets or any confidential
information of Corporation; or
D. willfully and intentionally breaches his duties to
Corporation.
SECTION II
Compensation
------------
2.01 Salary. During the period of Employee's employment hereunder as
------
Senior Vice President of Network Management and Services (irrespective of such
other offices or titles as may be held by Employee) the Corporation shall pay to
Employee a salary at an annual rate of One Hundred Forty Thousand and 00/100
($140,000.00) Dollars, payable bi-weekly, for services rendered. The amount of
Employee's salary shall be reviewed annually by the Corporation and Employee
shall be eligible for merit increases in accordance with C-COR's standard
practice, and shall not be reduced below the amount set forth above for any year
during the Term.
2.02 Business Expenses. Employee shall be reimbursed by Corporation
-----------------
for all reasonable expenses incurred in carrying out his employment duties or in
otherwise promoting the business of Corporation by presenting to the designated
officer of Corporation an itemized expense account report with receipts
attached.
2.03 Incentive Compensation. During the Term, Corporation shall
----------------------
include Employee as a participant under Corporation's "Profit Incentive Plan."
Employee will be entitled to such awards as are declared from time to time by
the Board of Directors commensurate with other similarly situated executives of
the Company under the terms of the "Profit Incentive Plan."
2.04 Stock Options. Employee shall be eligible for stock option
-------------
awards commensurate with other similarly situated executives of the Company in
accordance with stock option plans adopted by the Corporation from time to time.
2.05 Life Insurance Coverage. Corporation will provide to Employee
-----------------------
group term life insurance in a face amount equal to three times the Employee's
salary. Changes in life insurance coverage will occur at the same time as any
salary changes.
2.06 Reimbursement For Income Tax Preparation. Corporation agrees to
----------------------------------------
reimburse Employee for expenses incurred for preparation of income tax returns
up to an amount not exceeding Three Hundred and 00/100 ($300.00) Dollars per
year during the Term of this Agreement.
2.07 Vacation. Employee shall be entitled to a reasonable amount of
--------
vacation but not less than three (3) weeks per year. In addition, Employee
shall be entitled to credit for any accrued and unused vacation accumulated
while Employee was employed by Xxxxxxxxxx.xxx Corporation.
2.08 Physical Examination. Corporation agrees to reimburse Employee
--------------------
for the expense of an annual physical examination by a physician selected by
Employee up to an amount not exceeding Two Hundred and 00/100 ($200.00) Dollars.
2.09 Other Benefit Plans. Employee shall also be eligible to
-------------------
participate in Corporation's other fringe benefit plans, including both those
plans presently existing and those which may in the future be adopted, in
accordance with the terms and provisions of such plans.
SECTION III
Intellectual Property
---------------------
3.01 Disclosure. Employee agrees to promptly and fully disclose to
----------
Corporation all inventions, improvements, original works of authorship,
formulas, processes, computer programs, techniques, know-how and data
(hereinafter collectively referred to as "Inventions"), whether or not
patentable or copyrightable, made or conceived or first reduced to practice or
learned by Employee either alone or jointly with others, whether during
Employee's regular hours of employment and directly or indirectly relating to or
capable of being used for the benefit of Corporation's business. Employee
agrees, without compensation additional to that provided for in Section II of
this Agreement, to assign all rights in and to such Inventions to Corporation
and to execute, at Corporation's request, appropriate documents effectuating
assignments.
3.02 Maintenance of Records. Employee agrees to maintain accurate and
----------------------
current written records of all such Inventions, in the form of notes, sketches,
drawings, or reports which shall be and will remain the property of and be
available to Corporation at all times.
3.03 Provision of Assistance. Employee agrees, upon Corporation's
-----------------------
request, during and after the Term of employment set forth herein, to assist
Corporation, its attorneys, and nominees at its or their expense in preparing
and prosecuting applications for letters patent on Inventions created by him and
applications to register copyrights on inventions created by him providing,
however, that time actually spent by Employee at such work after termination of
employment, at Corporation's request, shall be paid for by Corporation at a
reasonable rate, and that necessary expenses incurred by Employee in connection
with Employee's duties under this paragraph shall be paid by Corporation.
3.04 Previous Inventions. Employee expressly retains all interest in and
-------------------
title to Inventions patented or unpatented which Employee conceived prior to his
Term of employment with Corporation, except for those conceived while employed
by Xxxxxxxxxxx.xxx Corporation, an interest in which Employee hereby expressly
disclaims.
3.05 Term of Obligations. Employee's termination of employment by
-------------------
Corporation under this Agreement shall not affect the obligations imposed on
Employee by Paragraphs 3.01, 3.02 and 3.03 and such obligations shall be binding
on Employee's heirs, executors and administrators.
SECTION IV
Confidentiality and Noncompetition
----------------------------------
4.01 Confidentiality. Employee agrees, during and after his Term of
---------------
employment hereunder, without the prior written consent of Corporation, not to
disclose to any person other than Corporation, by publication or otherwise, or
use for his own benefit, any confidential information of Corporation or any
Inventions, whether conceived in whole or in part by Employee or by others.
Employee's duty under this paragraph includes but is not limited to the
nondiscloure of trade secrets or confidential information, knowledge of data of
Corporation which he may obtain during the course of his employment relating to
Corporation's business, technical or otherwise, including but not limited to
manufacturing methods, processes, techniques, products, engineering development
products, computer programs, customer lists, machines, research, compositions,
inventions or discoveries. Employee agrees that upon leaving the employ of
Corporation, he will not take with him any original or copy of documents, or
records relating to the foregoing matters, without the written consent of
Corporation. This Section does not apply to any Inventions described in Section
3.04 above.
4.02 Noncompetition. In consideration of Employee's employment, for the
--------------
duration of his employment by Corporation, and for a period of two (2) years
after the termination thereof, Employee agrees:
(a) Not to, on behalf of himself or any other entity or corporation,
directly or indirectly, as an employee, agent, independent contractor,
consultant, owner, stockholder, partner, officer, director or otherwise,
enter into or in any manner take part in any business in direct competition
with the business of Corporation or its subsidiaries (as such business is
defined on the date hereof and assuming that Xxxxxxxxxxx.xxx Corporation is
on the date hereof a subsidiary of Corporation (the "Business of
Corporation")), excluding internet applications other than network
management that do not compete with Corporation or its subsidiaries, within
the United States of America, or in any foreign country in which the
Company develops, manufactures, distributes or sells its products.
(b) Not to call on or solicit, on behalf of himself or on behalf of
any other entity or corporation, any of the customers of Corporation or its
subsidiaries for the purpose of selling or distributing to any of said
customers any product or service comparable to or competitive with products
or services developed, sold and/or distributed by Corporation or its
subsidiaries or products or services which Corporation or its subsidiaries
may have under development during the period of time Employee was employed
by Corporation, except products or services developed for business
different than the Business of Corporation ("Corporation's Products"); nor
will Employee in any way, directly or indirectly, for himself or on behalf
of any other entity or corporation, solicit, divert or take away any
customer of Corporation or its subsidiaries. For purposes of this
Agreement, "customer" shall mean any person, entity or corporation which
has purchased Corporation's Products, or has received a price quotation
from Corporation for Corporation's Products, at any time within the three
(3) year period prior to the date of termination of Employee's employment.
(c) Not to enter or attempt to enter into an employment or agency
relationship with any person who, at the time of such entry (or attempted
entry), or at the time of termination of Employee's service with
Corporation, was an officer, director, employee, principal or agent of
Corporation or its subsidiaries if, but only if, such employment or
agency relationship is with respect to a business in competition with
Corporation or its subsidiaries.
(d) Not to induce or attempt to induce any person described in
subparagraph (c) to leave his or her employment, agency, directorship or
office with Corporation or its subsidiaries to enter into a business in
competition with Corporation or its subsidiaries.
It is understood by and between the parties to this Agreement that the
aforesaid covenants set forth in this Section 4.02 are essential elements of
this Agreement, and that, but for the agreement of Employee to comply with such
covenants, Corporation would not have agreed to the terms of employment set
forth in this Agreement. Such covenants by Employee shall be construed as
agreements independent of any other provisions in this Agreement. The existence
of any claim or cause of action by
Employee against Corporation, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by Corporation of such
covenants.
In addition to all other legal remedies available to Corporation for
enforcement of the covenants of this Section 4.02, the parties agree that
Corporation shall be entitled to an injunction by any court of competent
jurisdiction to prevent or restrain any breach or threatened breach hereof.
The parties to this Agreement agree that, if any court of competent
jurisdiction determines the specified time period or the specified geographical
area of application, or the definition of Corporation's Products in such
covenants to be unreasonable, arbitrary or against public policy, then a lesser
time period and/or a smaller geographical area and/or a less encompassing
definition of Corporation's Products which are determined to be reasonable,
nonarbitrary and not against public policy may be enforced against Employee. The
parties to this Agreement agree and acknowledge that they are familiar with the
present and proposed operations of Corporation and believe that the restrictions
set forth in this Section 4.02 are reasonable with respect to its subject
matter, duration and geographical application.
The provisions of this Section 4.02 may be waived, in part or fully, in
writing by Corporation at its option.
These restrictive covenants shall survive the termination of this
Agreement.
SECTION V
Miscellaneous
-------------
5.01. Use of Name. Employee agrees to allow Corporation to have his name
-----------
or picture used by Corporation for advertising or trade purposes during the Term
of this Agreement.
5.02. Binding Effect. This Agreement shall inure to the benefit of and be
--------------
binding upon Employee and upon Corporation, their successors and assigns,
including, without limitation, any person, partnership, company or corporation
which may acquire substantially all of Corporation's assets or business or into
which Corporation may be consolidated, merged or otherwise combined.
5.03. Governing Law. This Agreement shall be construed and enforced in
-------------
accordance with the laws of the Commonwealth of Pennsylvania.
5.04. Legal Construction. In the event any one or more of the provisions
------------------
contained in this Agreement shall for any reason beheld invalid, illegal or
unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision thereof and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
5.05. Amendment. No amendment, modification or alteration of the terms
---------
hereof shall be binding unless the same be in writing, dated subsequent to the
date hereof and duly executed by the parties hereto.
5.06. Integration. This Agreement constitutes the entire understanding
-----------
and agreement between Corporation and Employee with regard to the subject matter
hereof and supersedes all other agreements and understandings between
Corporation and Employee.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement with
the intent to be legally bound thereby on the day and year first above written.
CORPORATION:
-----------
ATTEST: C-COR ELECTRONICS, INC.
X. X. Xxxxxxx By: Xxxxx X. Xxxxxx
Secretary President
EMPLOYEE:
WITNESS: --------
Xxxxx X. Xxxx
Xxxxx X. Xxxxxx
XXXXX X. XXXX
