Exhibit 10.2
WG CONTROLS, INC.
EMPLOYMENT AGREEMENT
--------------------
BY THIS AGREEMENT, made this 1st day of January, 1998, WG
Controls, Inc., an Illinois corporations ("Company") and Xxxxx X.
Xxxxxxx ("Employee"), in consideration of mutual benefits set
forth herein, hereby agree as follows:
1. Employment. The Company hereby employs the Employee
----------
and the Employee hereby accepts employment upon the terms and
conditions hereinafter set forth.
2. Term. Subject to the provisions for the termination as
----
hereafter provided, the term of this Agreement shall begin on the
date hereof and shall terminate on December 31, 2002.
Thereafter, this Agreement shall be automatically renewed for two
(2) successive one-year terms unless either party notifies the
other of non-renewal at least 30 days prior to the expiration of
the then current term. The compensation and other benefits
provided for herein shall be subject to annual review by the
Company's Board of Directors.
3. Compensation. For all services rendered by the
------------
Employee under this Agreement, the Company shall compensate the
Employee by paying the Employee the sum of the following (subject
to any applicable withholding):
(i) $150,000 per year payable in equal installments in
accordance with the Company's normal payroll policies (called
"Regular Compensation");
(ii) Such bonus (known as "Override", as a term of art for
this industry), if any, for each calendar month during which
Employee's employment continues, based on the Company's
Commission Receipts, net of any adjustments by customer(s),
representing the monthly cash received for Commission Revenues
previously generated on an accrual basis (i.e., accounts
receivable collections), on sales made to purchasers where the
purchase originated in a location of a purchaser located within
the following states or parts thereof, as so designated
hereafter: Southern Wisconsin, Illinois, Indiana, Michigan, Ohio,
Missouri, Iowa, Nebraska and Kansas ("Commission Receipts") for
the month multiplied by five percent (5%), to be paid within 20
calendar days of the previous month's end (the "Override Bonus").
(iii) In addition, a one time $60,000 cash bonus payable
over the course of the first year of employment as cash flow
allows.
In the event of certain early terminations of this Agreement
as provided hereafter, compensation payable to the Employee shall
(unless otherwise stated) be limited to amounts Fully Accrued.
The term "Fully Accrued" means (a) as to Regular Compensation,
the percentage of a year's Regular Compensation as shall equal
the percentage of the year which has expired on the termination
date, and (b) as to Override Bonus, only that Override Bonus
which has been earned as of the month end previous to the
termination date.
4. Duties. The Employee is engaged as President. The
------
precise services of the Employee may be extended or curtailed,
from time to time, at the direction of the Company. The Employee
also shall perform such corporate development services for the
Company's parent corporation and affiliates as the Company's
Board of Directors may specify from time to time, without
additional compensation.
5. Extent of Services. The Employee shall devote the
------------------
Employee's entire time, attention and energy to the business of
the Company, and shall not, during the term of this Agreement,
engage in any other business activity whether or not such
business activity is pursued for gain, profit or other pecuniary
advantage; but this shall not be construed as preventing the
Employee from investing Employee's assets in such form or manner
as will not require services on the part of Employee in the
operation or the affairs of the company in which investments are
made.
6. Expenses. The Employee is authorized to incur reasonable
--------
expenses for promoting the business of the Company, including
expenses for travel and similar items. The Company will
reimburse the Employee for all such expenses upon presentation by
the Employee, from time to time, of an itemized account of such
expenditures in accordance with the Company's expense
reimbursement policies.
7. Fringe Benefits. The Employee shall enjoy to the extent
---------------
eligible the same fringe benefits as provided generally to other
senior executives of Company, including health and life
insurance. The Company will maintain such health and life
insurance with benefits at a minimum consistent with the existing
Company health and life insurance. Furthermore, the Company will
develop a plan offering the benefit of a deferred compensation
arrangement, commonly referred to as a "401(K) Plan" whose
contributions and benefits structure will at a minimum be
consistent with the existing Synaptx Impulse, Inc. (F/K/A Xxxxxxx
Partners, Inc.) Retirement Savings Plan by February 15, 1998.
8. Vacation. The Employee shall be entitled, in accordance
--------
with policy, each year to 10 holidays, 10 vacation days and 10
personal days, during which time the Employee's compensation
shall be paid in full.
9. Termination.
-----------
(i) Without Cause. Without cause, the Company may
-------------
terminate this Agreement at any time upon 30 days' written notice
to the Employee. In such event, the Employee shall continue to
receive Regular Compensation throughout the original or any one
0year renewal term as more fully explained in Section 2 of this
Agreement, which shall not be less than six (6) months of such
Regular Compensation, unless taking place during the original
term of this agreement in which case it shall be not less than
one (1) year of such Regular Compensation, but the Employee shall
be entitled to Override Bonus only to the extent Fully Accrued as
of the prior month's end on the date of termination.
(ii) With Cause. The Company may terminate the
----------
employment of the Employee hereunder immediately upon written
notice thereof in the event of material fraud or dishonesty or
willful neglect of duties by the Employee in connection with his
employment or if the Employee is convicted of a felony. In such
event, the Company shall pay the Employee only such compensation
as shall have Fully Accrued on the date of termination.
(iii) Termination by Employee. The Employee may
-----------------------
1terminate this Agreement at any time upon 30 days' prior written
notice to the Company. In such event, the Employee shall be
entitled to receive his or her compensation only to the extent
Fully Accrued on the date of termination.
10. Death During Employment. If the Employee dies during the
-----------------------
term of this Employment Agreement, the Company shall pay to the
estate of the Employee the compensation which would be Fully
Accrued as of the end of the calendar month in which his death
occurs.
11. Non-Disclosure. Employee hereby agrees with Company that
--------------
Employee will keep confidential any and all confidential
information of the Company, including Company's know-how, trade
secrets, customer lists, and other information, data and
proprietary information relating to Company's business (herein
called "Proprietary Information") and will not at any time,
without prior written consent of Company, disclose or make known
or allow to be disclosed or made known such Proprietary
Information to any person, firm, corporation, or other business
entity other than Company and persons or entities designed by
Company. This provision shall survive the termination of this
Agreement.
12. Notices. Any notice required or permitted to be given
-------
under this Agreement shall be sufficient if in writing, and sent
by certified mail or hand delivery to the Employee's residence in
the Employee, or to the principal office in case of the Company.
13. Waiver of Breach. The waiving by the Company of a breach
----------------
of any provision in this Agreement by the Employee shall not
operate or be construed as a waiver of any subsequent breach by
the Employee.
14. Assignment. The rights and obligation of the Company
----------
under this Agreement shall inure to and be binding upon the
successors, assigns and corporate owners of the Company.
15. Entire Agreement. This instrument contains the entire
----------------
agreement of the parties. It may not be changed or altered
except by an Agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension
or discharge is sought.
16. Attorney's Fees. In the event of any litigation or
---------------
arbitration proceeding arising out of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees
and expenses from the losing party, whether incurred before suit
is brought, before or at trial or the arbitration proceeding, on
appeal or in insolvency proceedings.
17. Governing Law. This Agreement shall be governed by and
-------------
construed and enforced in accordance with the laws of the State
of Illinois, exclusive of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
WG CONTROLS, INC.("COMPANY") EMPLOYEE
---------------------------- --------
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxx X. Xxxxxxx
---------------------------- ---------------------
Xxxxxxx Xxxxxxx, Secretary Xxxxx X. Xxxxxxx
---------------
