AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT between ASHA CORPORATION, a
Delaware corporation, hereinafter referred to as "ASHA," and ALAIN X-X XXXXXX,
an individual, hereinafter referred to as "Clenet", dated and entered into
this 21st day of April, 1995.
WHEREAS:
A. ASHA has employed Clenet since November 6, 1991 pursuant to a certain
"Employment Agreement" which the parties desire to amend and restate as herein
set forth; and
B. ASHA will employ Clenet and Clenet will accept employment by ASHA as its
Chairman of the Board and Chief Executive Officer pursuant to the terms
hereof;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. SCOPE OF EMPLOYMENT. Clenet will manage and direct the business of ASHA
and will preside at the meetings of the Board of Directors and shareholders
and will have full authority as provided by the laws of the State of Delaware,
subject to appropriate review or approval by the Board of Directors, if
applicable, to direct long-term planning and product development and to
participate in decisions regarding people, plans, policies, practices,
organization, facilities, and other matters generally determined by the Chief
Executive Officer of a corporation.
2. OTHER BUSINESS. Clenet will devote the substantial portion of his time,
attention and effort to ASHA's business. However, subject only to the
restrictions of this paragraph, this commitment shall not prevent or restrict
Clenet from carrying on other businesses, from acting as a director or officer
of other companies, or from participating in other business opportunities.
The foregoing rights reserved to Clenet are subject to the following
restrictions and limitations:
(a) The exercise of such rights by Clenet shall not take over fifteen percent
(15%) of his business time; and
(b) Such rights shall not be exercised with respect to automobiles which, for
this purpose, shall conclusively be defined as four-wheeled highway vehicles,
however powered.
3. TERM. The initial term of Clenet's employment shall be from April 21,
1995 to April 20, 2000. Thereafter Clenet's employment shall be automatically
renewed for successive two (2) year terms unless either party gives to the
other six (6) months notice that the employment or this agreement in its then
current form will not be renewed at the end of the term; provided, however,
this automatic renewal shall not be effective unless at least eight (8)
months, and not more than twelve (12) months before the end of the term
written advice is given by an officer of ASHA to all members of ASHA's Board
of Directors and Clenet, or is given orally at a duly called and held meeting
of such Board of Directors in accord recorded in the minutes that the
six-month notice will expire on an applicable date specified in such advice.
4. COMPENSATION. Clenet's compensation shall consist of a base salary, a
bonus and options as follows:
(a) The annual base salary, before all customary and proper payroll
deductions, shall be $12,708.33 per month initially. Thereafter the base
salary shall be adjusted annually as of the anniversary date hereof to fully
reflect any percentage increase in the cost-of-living index published by the
United States government for the Los Angeles-Long Beach-Anaheim Metropolitan
Area, "All Items", during the prior year.
(b) ASHA's Board of Directors shall review Clenet's base salary at least
annually and may adjust it, depending on ASHA's size and profitability and the
general level of compensation in similar companies; provided that Clenet's
base salary shall not be reduced during the initial five (5) year term hereof
below the amount provided in paragraph 4(a) above.
(c) Bonuses will be set annually by the Board of Directors to fairly reflect
the progress and profitability of ASHA.
5. OPTIONS. The Board of Directors of ASHA shall formally consider at least
once a year the granting of options to Clenet in accordance with his and
ASHA's performance, but such options shall not be used in lieu of a salary
increase and/or bonus otherwise appropriate.
6. INDEMNIFICATION. ASHA agrees, to the extent permitted by law, that it
will indemnify Clenet against liability as an officer and director of ASHA,
that it will obtain liability insurance coverage with respect thereto from a
responsible insurance company if obtainable for reasonable terms.
7. INSURANCE. During the term of this agreement ASHA will, at its expense,
extend to Clenet all insurance plans and programs which are or may become
available to ASHA employees and, in addition, will reimburse Clenet (to the
extent not already covered by insurance) for his and his family's expenses for
medical and hospital services, including but not limited to dental care, eye
glasses and prescription drugs, health insurance not paid for under regular
ASHA programs. In addition, ASHA shall provide Clenet with a $5 million
umbrella policy.
8. ASHA SERVICES. During the term of this agreement Clenet will be entitled
to participate in fringe benefit programs available to other ASHA executives
and shall have in addition a reasonable expense account, legal, estate, and
tax counsel. Memberships and dues in professional societies, business clubs,
or other organizations, company car, pension, profit sharing and option plans,
executive incentive compensation plans, life insurance plans, medical and
health insurance plans, vacation and such other programs as shall hereafter be
provided specifically to Clenet by action of the Board of Directors of ASHA
(or any person or committee appointed by the Board of Directors to determine
the fringe benefit programs), including reasonable periods of absence when
required by reason of sickness or disability. The above benefits shall be
provided in an amount consistent with general industry practice for similar
positions, and Clenet shall be required to account to the Board semi-annually
for such expenditures for approval or adjustment.
9. ARBITRATION. Any controversy or claim arising out of or relating to this
agreement, or a breach hereof, shall be settled by arbitration in Santa
Barbara, California before a panel of arbitrators selected as follows: within
ten (10) days of demand by either party for arbitration, each party will
select one arbitrator and those two will select a third arbitrator, and those
three shall constitute the panel. The arbitrators' decision will be by a
majority vote. The arbitration shall not be appealable de novo by either
party.
10. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement between
the parties and no modification of any of the provisions hereof shall be
binding upon either Clenet or ASHA unless in writing signed by the party
against whom such modification is sought to be enforced.
11. INTERPRETATION. This agreement has been submitted to the scrutiny of all
parties hereto and of counsel. This agreement shall be controlled by the laws
of the State of California.
"ASHA" "CLENET"
ASHA CORPORATION
By/s/ Xxxx X. XxXxxxxxx /s/ Alain X-X Xxxxxx
Xxxx X. XxXxxxxxx
President and CEO
