Exhibit C
MagnaVision Corporation
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000
May 8, 1997
Xxxxxxxx Xxxxxxxxxxx, Xx.
c/o MagnaVision Corporation
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxxxx, XX 00000
Re: Employment Agreement
Dear Xx. Xxxxxxxxxxx:
This letter sets forth the terms and conditions of your employment with
MagnaVision Corporation, a Delaware corporation (the "Company"), to be effective
as of the date of consummation of the transactions contemplated by the Exchange
Agreement dated May 8, 1997 among the Company, IBJS Capital Corporation and KOCO
Capital Company, L.P. (the "Effective Date").
1. Employment and Services. You shall be employed as the Chairman of
the Board and Chief Executive Officer of the Company for the period beginning on
the Effective Date and ending upon the second anniversary of the Effective Date
or earlier termination pursuant to paragraph 4 (the "Employment Period");
provided, however, that in the absence of termination the Employment Period
shall be extended for successive one-year terms so long as neither party gives
written notice of non-renewal to the other party not less than 90 days prior to
the scheduled expiration date of the Employment Period. During the Employment
Period, you shall render such services to the Company and its subsidiaries and
affiliates of a senior executive nature as the Company's Board of Directors (the
"Board") shall lawfully designate from time to time, and you shall devote your
best efforts and substantially all your time and attention to the business of
the Company and its subsidiaries. Your services shall be rendered primarily at
the Company's headquarters, subject to normal business travel required by the
Company's business, and the Company agrees not to require that your services be
rendered at any new headquarters located outside a ten-mile radius of the
current headquarters without your prior consent; provided, however, that this
Agreement shall not restrict the Company from relocating the Company's wireless
cable operations within the tri-state New York City metropolitan area in the
good faith judgment of the Board and requiring that you perform a portion of
your services hereunder at such location.
2. Compensation. During the Employment Period, the Company (and/or its
subsidiaries and affiliates) shall pay you an annual base salary of not less
than $105,000, which salary shall be reviewed annually by the Board and, for any
partial year during the Employment Period, shall be prorated based on the number
of days elapsed in such year. Such salary shall be payable in installments in
accordance with the Company's regular payroll practices. In addition, during the
Employment Period, you will be eligible to receive an annual bonus based on the
achievement of performance targets to be established by the Board and will be
eligible to participate in the Company's stock option plan.
3. Benefits. During the Employment Period, you shall receive four weeks
of paid vacation per year and shall be entitled to participate in the Company's
insurance plans and all other benefit plans generally available to the Company's
employees (other than severance plans or arrangements) as in effect from time to
time. In addition, the Company will reimburse your reasonable out-of-pocket
expenses incurred in connection with the performance of your services hereunder,
in each case subject to and consistent with Company policy.
4. Termination and Severance. The Employment Period shall terminate on
the first to occur of (i) 30 days following written notice by you to the Company
of your resignation (it being understood that you will continue to perform your
services hereunder during such 30 day period), (ii) your death or permanent
disability (defined as your actual inability to perform normal duties for a
period of 90 consecutive days or for a total of 120 days in any two-year period
or your prospective inability to perform normal duties for a period of 90
consecutive days as determined by a physician reasonably acceptable to both
parties), (iii) a vote of the Board directing such termination for Cause, (iv) a
vote of the Board directing such termination without Cause, or (v) the
then-current scheduled expiration date of the Employment Period. In the event of
termination of the Employment Period pursuant to clause (iv) and so long as you
comply with the restrictions set forth in paragraphs 5 and 6 below, the Company
shall continue to pay your base salary for a period of twelve months following
the date of such termination or for the remainder of the Employment Period,
whichever is less; provided, however, that the Company may in its sole
discretion provide such severance compensation for a period of up to one year
following such termination; and provided further, that such amounts shall be
accelerated in the event that the Company defaults in making such payments for a
period of 30 days. Except as otherwise set forth in this paragraph 4 or pursuant
to the terms of employee benefit plans in which you participate pursuant to
paragraph 3, you shall not be entitled to any compensation or other payment from
the Company following termination of the Employment Period. For purpose of this
agreement, "Cause" shall mean (i) your willful and repeated failure to comply
with the lawful directives of the Board, (ii) any criminal act or act of
dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious
in any significant respect to the property, operations, business or reputation
of the Company, (iii) your material breach of this agreement, or (iv) actions by
you which, but for the provisions of clause (ii) of paragraph 6(a), would
violate the provisions of such paragraph 6(a) and which are injurious in any
significant respect to the property, operations, business or reputation of the
Company (it being understood that your mere involvement on behalf of Cacomm
shall not in and of itself constitute an injury to the Company's reputation).
5. Confidential Information. You acknowledge that information obtained
by you during your employment with the Company concerning the business or
affairs of the Company ("Confidential Information") is the property of the
Company. You shall not at any time during or after the Employment Period,
without the prior written consent of the Board, disclose to any unauthorized
person or use for your own account or for the account of any person other than
the Company and its subsidiaries any Confidential Information, except to the
extent necessary to comply with applicable laws or to the extent that such
information becomes generally known to
2
and available for use by the public other than as a result of your acts or
omissions to act. Upon termination of the Employment Period or at the request of
the Board at any time, you shall deliver to the Board all documents containing
Confidential Information or relating to the business or affairs of the Company
that you may then possess or have under your control. The provisions of this
paragraph 5 shall not prevent your use of general knowledge concerning the
Company's industry so long as such knowledge does not specifically relate to the
Company and is not otherwise proprietary to the Company following the expiration
of the Non-Compete Period defined in paragraph 6.
6. Non-Competition; Non-Solicitation.
a. Non-Competition. You acknowledge that you are and may in
the future be in possession of Confidential Information and that your services
are of unique and great value to the Company. Accordingly, during the Employment
Period and for a period of one year thereafter or, in the case of termination of
your employment without cause, for the period thereafter in which you receive
severance compensation (the "Non-Compete Period"), you shall not directly or
indirectly own, manage, control, participate in, consult with, render services
to, or in any manner engage in, any enterprise competing with any business of
the Company conducted or proposed to be conducted on the date of termination of
the Employment Period within any geographical area in which the Company engages
or plans on the date of termination to engage in such business. Nothing herein
shall prohibit you from (i) being a passive owner of not more than 1% of any
publicly-traded class of capital stock of any entity engaged in a competing
business or (ii) taking actions in your capacity as an officer or director of
Cacomm, Inc. that, in the written opinion of counsel, are required in the
exercise of your fiduciary duties to the stockholders of Cacomm, Inc. not
affiliated with you.
b. Non-Solicitation. During the Non-Compete Period, you shall
not (i) induce or attempt to induce any employee of the Company to terminate, or
in any way interfere with, the relationship between the Company and any employee
thereof, (ii) hire directly or through another entity any person who was an
employee of the Company at any time during the Employment Period or (iii) induce
or attempt to induce any customer, supplier, licensee or other business relation
of the Company to cease doing business with the Company, or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company.
c. Scope of Restriction. If, at the time of enforcement of
this paragraph 6, a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum duration, scope or area reasonable
under such circumstances shall be substituted for the stated duration, scope or
area.
d. Injunctive Relief. You acknowledge that the Company would
be irreparably harmed by a breach by you of the provisions of this paragraph 6
or of paragraph 5 above, and hereby consent to the Company's request for
injunctive relief in connection with any
3
such breach or threatened breach.
7. Prior Agreements. All prior agreements, arrangements or
understandings, written or oral, with respect to your employment with the
Company or any of its subsidiaries or affiliates are superseded by this
Agreement and shall be of no further force and effect.
8. Survival. The provisions of paragraphs 5 and 6 hereof will survive
any termination of this Agreement.
9. Governing Law. All questions concerning the construction, validity
and interpretation of this Agreement shall be governed by the internal law, and
not the law of conflicts, of the State of New Jersey.
Please execute the extra copy of this letter agreement in the space
below and return it to the undersigned at the address set forth above to confirm
your understanding and acceptance of the agreements contained herein.
Very truly yours,
MAGNAVISION CORPORATION
By:_________________________________
Name:
Title:
Accepted and agreed to:
XXXXXXXX XXXXXXXXXXX, XX.
4
Exhibit C
MagnaVision Corporation
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000
May 8, 1997
Xxxxxxxx Xxxxxxxxxxx, Xx.
c/o MagnaVision Corporation
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxxxx, XX 00000
Re: Employment Agreement
Dear Xx. Xxxxxxxxxxx:
This letter sets forth the terms and conditions of your employment with
MagnaVision Corporation, a Delaware corporation (the "Company"), to be effective
as of the date of consummation of the transactions contemplated by the Exchange
Agreement dated May 8, 1997 among the Company, IBJS Capital Corporation and KOCO
Capital Company, L.P. (The "Effective Date").
1. Employment and Services. You shall be employed as Vice President of
the Company for the period beginning on the Effective Date and ending upon the
second anniversary of the Effective Date or earlier termination pursuant to
paragraph 4 (the "Employment Period")' provided, however, that in the absence of
termination the Employment Period shall be extended for successive one-year
terms so long as neither party gives written notice of non-renewed to the other
party not less than 90 days prior to the scheduled expiration date of the
Employment Period. During the Employment Period, you shall render such services
to the Company and its subsidiaries and affiliates of an executive nature as the
Company's Board of Directors (the "Board") shall lawfully designate from time to
time, and you shall devote your best efforts and full time and attention to the
business of the Company and its subsidiaries.
2. Compensation. During the Employment Period, the Company (and/or its
subsidiaries and affiliates) shall pay you an annual base salary of not less
than $65,000, which salary shall be reviewed annually by the Board and, for any
partial year during the Employment Period, shall be prorated based on the number
of days elapsed in such year. Such salary shall be payable in installments in
accordance with the Company's regular payroll practices. In addition, during the
Employment Period, you will receive a 2 % commission on contracts or contract
renewals originated by you and will be eligible to receive an annual bonus based
on the achievement of performance targets to be established by the Board and
will be eligible to participate in the Company's stock option plan.
3. Benefits. During the Employment Period, you shall receive three
weeks of paid vacation per year and shall be entitled to participate in the
Company's insurance plans and all other benefit plans generally available to the
Company's employees (other than severance plans or arrangements) as in effect
from time to time. In addition, the Company will reimburse your reasonable
out-of-pocket expenses incurred in connection with the performance of your
services hereunder, in each case subject to and consistent with Company policy.
4. Termination and Severance. The Employment Period shall terminate on
the first to occur of (i) 30 days following written notice by you to the Company
of your resignation (it being understood that you will continue to perform your
services hereunder during such 30 day period), (ii) your death or permanent
disability (defined as your actual inability to perform normal duties for a
period of 90 consecutive days or for a total of 120 days in any two-year period
or your prospective inability to perform normal duties for a period of 90
consecutive days as determined by a physician reasonably acceptable to both
parties), (iii) a vote of the Board directing such termination for Cause, (iv) a
vote of the Board directing such termination without Cause, or (v) the
then-current scheduled expiration date of the Employment Period. In the event of
termination of the Employment Period pursuant to clause (iv) and so long as you
comply with the restrictions set forth in paragraphs 5 and 6 below, the Company
shall continue to pay your base salary for a period of twelve months following
the date of such termination or for the remainder of the Employment Period,
whichever is less; provided, however, that the Company may in its sole
discretion provide such severance compensation for a period of up to one year
following such termination; and provided further, that such amounts shall be
accelerated in the event that the Company defaults in making such payments for a
period of 30 days except as otherwise set forth in this paragraph 4 or pursuant
to the terms or employee benefit plans in which you participate pursuant to
paragraph 3, you shall not be entitled to any compensation or other payment from
the Company following termination of the Employment Period. For purpose of this
agreement, "Cause" shall mean (i) your willful and repeated failure to comply
with the lawful directives of the Board, (ii) any criminal act or act of
dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious
in any significant respect to the property, operations, business or reputation
of the Company, (iii) your material breach of this agreement, or (iv) actions by
you which, but for the provisions of clause (ii) of paragraph 6(a), would
violate the provisions of such paragraph 6(a) and which are injurious in any
significant respect to the property, operations, business or reputation of the
Company (it being understood that your mere involvement on behalf of Cacomm
shall not in and of itself constitute an injury to the Company's reputation).
5. Confidential Information. You acknowledge that information obtained
by you during your employment with the Company concerning the business or
affairs of the Company ("Confidential Information") is the property of the
Company. You shall not at any time during or after the Employment Period,
without the prior written consent of the Board, disclose to any unauthorized
person or use for your own account or for the account of any person other than
the Company and its subsidiaries any Confidential Information, except to the
extent necessary to comply with applicable laws or to the extent that such
information becomes generally known to
2
and available for use by the public other than as a result of your acts or
omissions to act. Upon termination of the Employment Period or at the request of
the Board at any time, you shall deliver to the Board all documents containing
Confidential Information or relating to the business or affairs of the Company
that you may then possess or have under your control. The provisions of this
paragraph 5 shall not prevent your use of general knowledge concerning the
Company's industry so long as such knowledge does not specifically relate to the
Company and is not otherwise proprietary to the Company following the expiration
of the Non-Compete Period defined in paragraph 6.
6. Non-Competition; Non-Solicitation.
a. Non-Competition. You acknowledge that you are and may in
the future be in possession of Confidential Information and that your services
are of unique and great value to the Company. Accordingly, during the Employment
Period and for a period of one year thereafter or, in the case of termination of
your employment without cause, for the period thereafter in which you receive
severance compensation (the "Non-Compete Period"), you shall not directly or
indirectly own, manage, control, participate in, consult with, render services
to, or in any manner engage in, any enterprise competing with any business of
the Company conducted or proposed to be conducted on the date of termination of
the Employment Period within any geographical area in which the Company engages
or plans on the date of termination to engage in such business. Nothing herein
shall prohibit you from (i) being a passive owner of not more than 1% of any
publicly-traded class of capital stock of any entity engaged in a competing
business or (ii) taking actions in your capacity as an officer or director of
Cacomm, Inc. that, in the written opinion of counsel, are required in the
exercise of your fiduciary duties to the stockholders of Cacomm, Inc. not
affiliated with you.
b. Non-Solicitation. During the Non-Compete Period, you shall
not (i) induce or attempt to induce any employee of the Company to terminate, or
in any way interfere with, the relationship between the Company and any employee
thereof, (ii) hire directly or through another entity any person who was an
employee of the Company at any time during the Employment Period or (iii) induce
or attempt to induce any customer, supplier, licensee or other business relation
of the Company to cease doing business with the Company, or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company.
c. Scope of Restriction. If, at the time of enforcement of
this paragraph 6, a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum duration, scope or area reasonable
under such circumstances shall be substituted for the stated duration, scope or
area.
d. Injunctive Relief. You acknowledge that the Company would
be irreparably harmed by a breach by you of the provisions of this paragraph 6
or of paragraph 5 above, and hereby consent to the Company's request for
injunctive relief in connection with any
3
such breach or threatened breach.
7. Prior Agreements. All prior agreements, arrangements or
understandings, written or oral, with respect to your employment with the
Company or any of its subsidiaries or affiliates are superseded by this
Agreement and shall be of no further force and effect.
8. Survival. The provisions of paragraphs 5 and 6 hereof will survive
any termination of this Agreement.
9. Governing Law. All questions concerning the construction, validity
and interpretation of this Agreement shall be governed by the internal law, and
not the law of conflicts, of the State of New Jersey.
Please execute the extra copy of this letter agreement in the space
below and return it to the undersigned at the address set forth above to confirm
your understanding and acceptance of the agreements contained herein.
Very truly yours,
MAGNAVISION CORPORATION
By:
------------------------------
Name:
Title:
Accepted and agreed to:
XXXXXXXX XXXXXXXXXXX, XX.
-------------------------
4
Exhibit C
MagnaVision Corporation
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000
May 8, 1997
Xxxxxxx Xxxxxxxxxxx
c/o MagnaVision Corporation
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxxxx, XX 00000
Re: Employment Agreement
Dear Xx. Xxxxxxxxxxx:
This letter sets forth the terms and conditions of your employment with
MagnaVision Corporation, a Delaware corporation (the "Company"), to be effective
as of the date of consummation of the transactions contemplated by the Exchange
Agreement dated May 8, 1997 among the Company, IBJS Capital Corporation and KOCO
Capital Company, L.P. (The "Effective Date").
1. Employment and Services. You shall be employed as Vice President of
the Company for the period beginning on the Effective Date and ending upon the
second anniversary of the Effective Date or earlier termination pursuant to
paragraph 4 (the "Employment Period")' provided, however, that in the absence of
termination the Employment Period shall be extended for successive one-year
terms so long as neither party gives written notice of non-renewed to the other
party not less than 90 days prior to the scheduled expiration date of the
Employment Period. During the Employment Period, you shall render such services
to the Company and its subsidiaries and affiliates of an executive nature as the
Company's Board of Directors (the "Board") shall lawfully designate from time to
time, and you shall devote your best efforts and full time and attention to the
business of the Company and its subsidiaries.
2. Compensation. During the Employment Period, the Company (and/or its
subsidiaries and affiliates) shall pay you an annual base salary of not less
than $60,000, which salary shall be reviewed annually by the Board and, for any
partial year during the Employment Period, shall be prorated based on the number
of days elapsed in such year. Such salary shall be payable in installments in
accordance with the Company's regular payroll practices. In addition, during the
Employment Period, you will receive a 2 % commission on contracts or contract
renewals originated by you and will be eligible to receive an annual bonus based
on the achievement of performance targets to be established by the Board and
will be eligible to participate in the Company's stock option plan.
3. Benefits. During the Employment Period, you shall receive three
weeks of paid vacation per year and shall be entitled to participate in the
Company's insurance plans and all other benefit plans generally available to the
Company's employees (other than severance plans or arrangements) as in effect
from time to time. In addition, the Company will reimburse your reasonable
out-of-pocket expenses incurred in connection with the performance of your
services hereunder, in each case subject to and consistent with Company policy.
4. Termination and Severance. The Employment Period shall terminate on
the first to occur of (i) 30 days following written notice by you to the Company
of your resignation (it being understood that you will continue to perform your
services hereunder during such 30 day period), (ii) your death or permanent
disability (defined as your actual inability to perform normal duties for a
period of 90 consecutive days or for a total of 120 days in any two-year period
or your prospective inability to perform normal duties for a period of 90
consecutive days as determined by a physician reasonably acceptable to both
parties), (iii) a vote of the Board directing such termination for Cause, (iv) a
vote of the Board directing such termination without Cause, or (v) the
then-current scheduled expiration date of the Employment Period. In the event of
termination of the Employment Period pursuant to clause (iv) and so long as you
comply with the restrictions set forth in paragraphs 5 and 6 below, the Company
shall continue to pay your base salary for a period of twelve months following
the date of such termination or for the remainder of the Employment Period,
whichever is less; provided, however, that the Company may in its sole
discretion provide such severance compensation for a period of up to one year
following such termination; and provided further, that such amounts shall be
accelerated in the event that the Company defaults in making such payments for a
period of 30 days except as otherwise set forth in this paragraph 4 or pursuant
to the terms or employee benefit plans in which you participate pursuant to
paragraph 3, you shall not be entitled to any compensation or other payment from
the Company following termination of the Employment Period. For purpose of this
agreement, "Cause" shall mean (i) your willful and repeated failure to comply
with the lawful directives of the Board, (ii) any criminal act or act of
dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious
in any significant respect to the property, operations, business or reputation
of the Company, (iii) your material breach of this agreement, or (iv) actions by
you which, but for the provisions of clause (ii) of paragraph 6(a), would
violate the provisions of such paragraph 6(a) and which are injurious in any
significant respect to the property, operations, business or reputation of the
Company (it being understood that your mere involvement on behalf of Cacomm
shall not in and of itself constitute an injury to the Company's reputation).
5. Confidential Information. You acknowledge that information obtained
by you during your employment with the Company concerning the business or
affairs of the Company ("Confidential Information") is the property of the
Company. You shall not at any time during or after the Employment Period,
without the prior written consent of the Board, disclose to any unauthorized
person or use for your own account or for the account of any person other than
the Company and its subsidiaries any Confidential Information, except to the
extent necessary to comply with applicable laws or to the extent that such
2
information becomes generally known to and available for use by the public other
than as a result of your acts or omissions to act. Upon termination of the
Employment Period or at the request of the Board at any time, you shall deliver
to the Board all documents containing Confidential Information or relating to
the business or affairs of the Company that you may then possess or have under
your control. The provisions of this paragraph 5 shall not prevent your use of
general knowledge concerning the Company's industry so long as such knowledge
does not specifically relate to the Company and is not otherwise proprietary to
the Company following the expiration of the Non-Compete Period defined in
paragraph 6.
6. Non-Competition; Non-Solicitation.
a. Non-Competition. You acknowledge that you are and may in
the future be in possession of Confidential Information and that your services
are of unique and great value to the Company. Accordingly, during the Employment
Period and for a period of one year thereafter or, in the case of termination of
your employment without cause, for the period thereafter in which you receive
severance compensation (the "Non-Compete Period"), you shall not directly or
indirectly own, manage, control, participate in, consult with, render services
to, or in any manner engage in, any enterprise competing with any business of
the Company conducted or proposed to be conducted on the date of termination of
the Employment Period within any geographical area in which the Company engages
or plans on the date of termination to engage in such business. Nothing herein
shall prohibit you from (i) being a passive owner of not more than 1% of any
publicly-traded class of capital stock of any entity engaged in a competing
business or (ii) taking actions in your capacity as an officer or director of
Cacomm, Inc. that, in the written opinion of counsel, are required in the
exercise of your fiduciary duties to the stockholders of Cacomm, Inc. not
affiliated with you.
b. Non-Solicitation. During the Non-Compete Period, you shall
not (i) induce or attempt to induce any employee of the Company to terminate, or
in any way interfere with, the relationship between the Company and any employee
thereof, (ii) hire directly or through another entity any person who was an
employee of the Company at any time during the Employment Period or (iii) induce
or attempt to induce any customer, supplier, licensee or other business relation
of the Company to cease doing business with the Company, or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company.
c. Scope of Restriction. If, at the time of enforcement of
this paragraph 6, a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum duration, scope or area reasonable
under such circumstances shall be substituted for the stated duration, scope or
area.
d. Injunctive Relief. You acknowledge that the Company would
be irreparably harmed by a breach by you of the provisions of this paragraph 6
or of paragraph 5 above, and hereby consent to the Company's request for
injunctive relief in connection with any such breach or threatened breach.
3
7. Prior Agreements. All prior agreements, arrangements or
understandings, written or oral, with respect to your employment with the
Company or any of its subsidiaries or affiliates are superseded by this
Agreement and shall be of no further force and effect.
8. Survival. The provisions of paragraphs 5 and 6 hereof will survive
any termination of this Agreement.
9. Governing Law. All questions concerning the construction, validity
and interpretation of this Agreement shall be governed by the internal law, and
not the law of conflicts, of the State of New Jersey.
Please execute the extra copy of this letter agreement in the space
below and return it to the undersigned at the address set forth above to confirm
your understanding and acceptance of the agreements contained herein.
Very truly yours,
MAGNAVISION CORPORATION
By:
-------------------------------
Name:
Title:
Accepted and agreed to:
XXXXXXX XXXXXXXXXXX
-----------------------
4
