EXHIBIT 10.13
TERMINATION AGREEMENT
THIS AGREEMENT, made and entered into as of August 15, 1996, is
by and between TECH-SYM CORPORATION, a Nevada corporation (the "Company"), and
XXXXX X. XXXXXX (the "Employee").
W I T N E S S E T H:
WHEREAS, Employee presently serves the Company or one or more of
its subsidiaries as a senior executive officer; and
WHEREAS, the services of Employee and Employee's business
experience and knowledge are of great value to the Company; and
WHEREAS, the Company considers it prudent to enter into this
Agreement with employee in order to ensure Employee's continued services and
managerial guidance, to receive the benefits of Employee's business knowledge
and experience and to define the nature and terms of Employee's termination
benefits following a "change in control of the Company," as hereinafter defined;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements herein contained, the Company and Employee
hereby agree as follows:
1. TERM. This Agreement shall commence on the date hereof and shall
continue until December 31, 1996; provided, however, that commencing on January
1, 1997 and on each January 1st thereafter, the term of this Agreement shall
automatically be extended for one additional year unless at least 90 days prior
to such January 1st date, the Company shall have given written notice to
Employee of the termination of this Agreement as of the December 31 next
following the January 1st in respect of which such notice is given by the
Company; and provided further, that this Agreement shall automatically terminate
in all events on the earlier of Employee's death or 65th birthday if it has not
been earlier terminated as provided above. Termination of this Agreement after a
change in control of the Company shall not alter or impair the rights of
Employee arising hereunder prior to such termination.
2. CHANGE IN CONTROL. For purposes of this Agreement, a "change in
control of the Company" shall be deemed to have occurred upon, and shall mean.
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (a "Person"), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of either (i) the then outstanding shares
of Common Stock of the Company (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding
Company Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change of Control: (w) any
acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (x) any acquisition
by the Company, (y) any acquisition by any employee benefit plan(s) (or
related trust(s)) sponsored or maintained by the Company or any
corporation controlled by the Company or (z) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if,
immediately following such reorganization, merger or consolidation, the
conditions described in clauses (i), (ii) and (iii) of subsection (c) of
this Section 2 are satisfied;
(b) Individuals who, as of the date hereof, constitute the
Company's Board of Directors (the "Incumbent Board"), cease for any
reason to constitute at least a majority of the Company's Board of
Directors, PROVIDED, HOWEVER, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either (i) an actual
or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act), or an actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Company's Board of Directors or (ii) a plan or
agreement to replace a majority of the members of the Company's Board of
Directors then comprising the Incumbent Board; or
(c) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case unless,
immediately following such reorganization, merger or consolidation, (i)
more than 60% of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior
to such reorganization, merger or consolidation in substantially the
same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may
be, (ii) no Person (excluding the Company, any employee benefit plan(s)
(or related trust(s)) of the Company and/or its subsidiaries or such
corporation resulting from such reorganization, merger or consolidation
and any Person beneficially owning, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 25% of
more of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization,
merger or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the
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election of directors and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing
for such reorganization, merger or consolidation; or
(d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which immediately following
such sale or other disposition, (A) more than 60% of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the
case may be, (B) no person (excluding the Company and any employee
benefit plan (or related trust) of the Company or such corporation and
any Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 25% or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 25% or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors and (C) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or action of
the Company's Board of Directors providing for such sale or other
disposition of assets of the Company.
3 . TERMINATION FOLLOWING CHANGE IN CONTROL. If a change in control of
the Company occurs while Employee is employed by the Company, Employee shall be
entitled to the benefits provided in Section 4 hereof if during the Termination
Period (as hereinafter defined) Employee becomes disabled or Employee's
employment is terminated, unless such termination is (a) due to Employee's
death, (b) by the Company for Cause or Employee's Disability or (c) by Employee
for other than Good Reason. For purposes of this Agreement, the "Termination
Period" shall mean the period of time beginning with the change in control of
the Company and ending on the earlier to occur of Employee's 65th birthday or
the third anniversary of such change in control of the Company.
(i) DISABILITY. If, as a result of Employee's incapacity due to
physical or mental illness, Employee shall have been absent from
Employee's duties with the Company on a full-time basis for 150
consecutive calendar days, and within 30 days after written Notice of
Termination (as defined hereinafter) Employee shall not have returned to
the full-time performance of Employee's duties, the Company may
terminate Employee's employment
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for "Disability"; provided, however, a termination of Employee's
employment for Disability for purposes of this Agreement shall not alter
or impair Employee's rights as a "disabled employee" under any of the
Company's employee benefit plans.
(ii) CAUSE. The Company may terminate Employee's employment for
Cause. For the purposes of this Agreement, the Company shall have
"Cause" to terminate Employee's employment hereunder only upon (A) the
willful and continued failure by Employee to perform substantially
Employee's duties with the Company, other than any such failure
resulting from Employee's incapacity due to physical or mental illness,
which continues unabated after a demand for substantial Performance is
delivered to Employee by the Board of Directors of the Company (the
"Board") that specifically identifies the manner in which the Board
believes that Employee has not substantially performed Employee's duties
or (B) Employee willfully engages in gross misconduct materially and
demonstrably injurious to the Company. For purposes of this paragraph,
an act or failure to act on Employee's part shall be considered
"willful" if done or omitted to be done by Employee otherwise than in
good faith and without reasonable belief that Employee's action or
omission was in the best interest of the Company. Notwithstanding the
foregoing, Employee shall not be deemed to have been terminated for
Cause unless and until there shall have been delivered to Employee a
copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board, including at
least 50% of the "continuing directors," as hereinafter defined, at a
meeting of the Board called and held for the purpose (after reasonable
notice to Employee and an opportunity for Employee, together with
Employee's counsel, to be heard before the Board), finding that in the
good faith opinion of the Board Employee was guilty of conduct set forth
in clauses (A) or (B) of the first sentence of this subsection (ii) and
specifying the particulars thereof in reasonable detail. The term
"continuing director" shall mean an individual who was a member of the
Board elected by the public stockholders prior to the time of the change
in control of the Company or the individual recommended to succeed a
continuing director by a majority of continuing directors.
(iii) GOOD REASON. Employee may terminate Employee's employment
for Good Reason. For purposes of this Agreement "Good Reason" shall
mean:
(A) without Employee's express written consent, Employee is
assigned any duties inconsistent with Employee's positions,
duties, responsibilities and status with the Company immediately
prior to a change in control of the Company, or a change in
Employee's reporting responsibilities, titles or offices as in
effect immediately prior to a change in control of the Company,
or any removal of Employee from or any failure to re-elect or
appoint Employee to any of such responsibilities, titles, offices
or positions, except in connection with the termination of
Employee's employment for Cause or Disability, or as a result of
Employee's death, or by Employee for other than Good Reason;
(B) a reduction in Employee's annual rate of base salary as in
effect immediately prior to the change in control of the Company
or as the same may be
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increased from time to time thereafter (referred to hereinafter
as the "Base Salary");
(C) a failure by the Company to continue the Company's Incentive
Bonus Plan as the same may be modified from time to time, but
substantially in the form in effect immediately prior to the
change in control of the Company (the "Bonus Plan"), or a failure
by the Company to continue Employee as a participant in the Bonus
Plan in at least the same amount (the "Bonus Amount" ) as the
average annual amount paid or payable to Employee with respect to
the two full calendar years immediately preceding a change in
control of the Company or with respect to such shorter period
during which the Employee has been employed by the Company (bonus
amounts related to less than a full year shall be annualized);
(D) the failure by the Company to continue in effect any other
employee benefit or compensation plan program or policy, in which
Employee is participating immediately prior to a change in
control of the Company, unless the Company establishes such new
plans, programs or policies as is necessary to provide Employee
with substantially comparable benefits; the taking of any action
by the Company not required by law that would adversely affect
Employee's participation in or reduce Employee's benefits under
any of such plans, programs or policies or deprive Employee of
any fringe benefit enjoyed by Employee immediately prior to the
change in control of the Company;
(E) the relocation of the Company's principal executive offices
to a location outside the greater Houston area, or the Company's
requiring Employee to relocate anywhere other than the location
of the Company's principal executive offices except for required
travel on the Company's business to an extent substantially
consistent with Employee's business travel obligations
immediately prior to the change in control of the Company;
(F) the amendment, modification or repeal of any provision or the
Certificate of Incorporation, as amended, or the Bylaws of the
Company which was in effect immediately prior to such change in
control of the Company, if such amendment, modification or repeal
would materially adversely effect Employee's right to
indemnification by the Company;
(G) the failure of the Company to obtain the assumption of the
agreement to perform this Agreement by any successor as
contemplated in Section 6 hereof, or
(H) any purported termination of Employee's employment that is
not effected pursuant to a Notice of Termination satisfying the
requirements of subparagraph (iv) below and, if applicable,
subparagraph (ii) above; and for purposes of this Agreement, no
such purported termination shall be effective.
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Employee's right to terminate his employment for Good Reason hereunder
shall not be affected by his incapacity due to a physical or mental illness nor
shall Employee's continued employment following any circumstance that
constitutes Good Reason hereunder, regardless of the length of such continued
employment, constitute a consent to or a waiver of Employee's rights hereunder
with respect to such circumstance.
(iv) NOTICE OF TERMINATION. Any termination by the Company
pursuant to subparagraphs (i) or (ii) above or by Employee pursuant to
subparagraph (iii) above, shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice that shall indicate the
specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Employee's employment under the
provision so indicated.
(v) DATE OF TERMINATION. "Date of Termination" shall mean (A) if
Employee is terminated for Disability, 30 days after Notice of
Termination is given, provided that Employee shall not have returned to
the performance of Employee's duties on a full-time basis during such
30-day period, (B) if Employee's employment is terminated pursuant to
subparagraph (iii) above, the date specified in the Notice of
Termination and (C) if Employee's employment is terminated for any other
reason, the date on which a Notice of Termination is given; provided,
however, that if within 10 days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other
party in writing that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, by a
binding and final arbitration award or by a final judgment, order or
decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected); and
provided further, that for purposes of this Section 3, notwithstanding a
final determination of the Date of Termination occurring beyond the
Termination Period, such termination shall be deemed to have occurred
within the Termination Period as of the initial date of the Notice of
Termination.
4. COMPENSATION DURING DISABILITY OR UPON TERMINATION.
(i) If during the Termination Period Employee fails to perform
Employee's normal duties as a result of incapacity due to physical or
mental illness, Employee shall continue during the period of disability
to receive Employee's full Base Salary and any awards, deferred and
nondeferred, payable during such period of disability under the Bonus
Plan, less any amounts paid to Employee during such period of disability
pursuant to the Company's disability or sick-leave program(s) until
Employee's employment is terminated for Disability pursuant to Section
3(i) hereof. This Section 4(i) shall not reduce or impair Employee's
rights to terminate his employment for Good Reason as otherwise provided
herein.
(ii) If during the Termination Period Employee's employment shall
be terminated for Cause, the Company shall pay Employee's earned but
unpaid Base Salary through the
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Date of Termination and the Company shall have no further obligations to
Employee under this Agreement.
(iii) If during the Termination Period the Company shall
terminate Employee other than pursuant to Section 3(i) or 3(ii) hereof,
or if during the Termination Period Employee shall terminate Employee's
employment for Good Reason, then the Company shall pay to Employee, by
wire transfer or certified or bank cashier's check, the amounts (and at
the time or times) specified in subparagraphs A through C below and
shall provide Employee the continued welfare benefits as provided in
subparagraph D below:
(A) beginning with the first of the month coincident with or next
following the Date of Termination and continuing for each month
(or part thereof) during the Termination Period or until
Employee's death, if earlier, (the "Employment Period") an amount
equal to 1/12th of Employee's Base Salary, reduced by the
amount(s), if any, of monthly base salary paid to Employee by
another employer for that month or net earnings from
self-employment received by Employee that month;
(B) within 15 business days of (1) the close of each annual bonus
period under the Bonus Plan (for purposes of this subparagraph
(B), the Bonus Plan, if in existence on the date of the change in
control of the Company, shall be deemed to have been continued
for the entire Employment Period, regardless of whether it is
terminated following such change in control) ending coincident
with or subsequent to the Date of Termination and prior to or
coincident with the end of the Employment Period, an amount equal
to the Bonus Amount and (2) the end or the Employment Period, if
the end of the Employment Period does not coincide with the end
of an annual bonus period, an amount equal to the product of the
Bonus Amount and a fraction the numerator of Which is the number
of days from the end of the immediately preceding annual bonus
period and the denominator of which is 365, reduced by the amount
of bonus paid to Employee for such bonus period(s) by another
employer;
(C) within 15 business day after the Date of Termination, an
amount equal to that portion of Employee's Base Salary earned,
and vacation pay vested for the prior year and accrued for the
current year, to the Date of Termination but not paid, and all
other amounts previously deferred by Employee or earned but not
paid as of such date under all Company bonus or pay plans or
programs; and
(D) the Company shall maintain in full force and effect for the
continued benefit of employee ad his dependents for the
Employment Period all group life, accidental death and
dismemberment, long-term disability and health benefits available
to Employee and his dependents by virtue of being an employee of
the Company as of the Date of Termination, provided that
Employee's continued participation is possible under the general
terms and provisions of such plans and programs, and provided
further that Employee pays the regular active employee
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contribution, if any, required by such programs. In the event
that participation by Employee in any such plan or program after
the Date of Termination is barred pursuant to the terms thereof,
the Company shall obtain comparable coverage under individual
insurance policies with Employee paying an amount of the premium
not greater than that which he would have been required to pay
under the Company's group program. At the end of the Employment
Period, which end shall be treated by the Company as the
beginning of Employee's COBRA continuation period for all
purposes, the Company shall arrange to make available to Employee
and his dependents comparable insurance coverage by taking all
action necessary to enable Employee to convert his coverage under
the group plans or programs to an individual insurance policy for
the benefit of Employee and his dependents, or to assume any
individual insurance policies, with Employee paying the full
premiums after the end of the Employment Period (or, with respect
to any group health plan under which Employee has elected COBRA
continuation coverage, after the end of such COBRA continuation
period); provided, however, if Employee retires on the Date of
Termination, Employee's participation shall continue in such
group plans and programs to the extent such group plans and
programs provide benefits for retirees. In the event Employee
becomes covered by another employer's group plan or programs
during the Employment Period, the Company's plans or programs
shall be liable for benefits only to the extent such benefits are
not covered by the subsequent employer's plans or programs.
Notwithstanding anything herein to the contrary, if Employee's
continuedcoverage under any health plan of the Company that is
self-insured results in Employee being taxed on such coverage or
benefits received thereunder, the Company shall make employee
"whole" on an after-tax basis for the consequences of such
coverage or benefits under such plan.
5. MITIGATION OF DAMAGES AND EXPENSES. Employee shall be required to
mitigate the amount of any payments provided for under paragraphs 4(A) and (B)
of this Agreement by making reasonable efforts to seek other employment during
the Employment Period; however, Employee shall not be required to accept any
employment with respect to which Employee's position, authority, duties or
responsibilities shall be in any material respect, as determined by Employee in
his good faith opinion, inconsistent with those contemplated in Section 3 of
this Agreement or which is based at any office or location outside the greater
Houston area.
If any contest or dispute shall arise under this Agreement involving the
termination of Employee's employment with the Company or involving the failure
or refusal of the Company, its successors or assigns to perform in accordance
with the terms hereof, the Company shall reimburse Employee, on a current basis,
for all legal fees and expenses, if any, incurred by Employee in connection with
such contest or dispute, together with interest in an amount equal to the base
rate of Texas Commerce Bank, Houston, Texas, from time to time in effect but in
no event higher than the maximum legal rate permissible under applicable law on
all payments due under the terms of this Agreement and withheld by the Company,
its successors or assigns, such interest to accrue from the date such payment(s)
become due through the date of payment thereof.
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6. SUCCESSORS; BINDING AGREEMENT.
(i) The Company will require any successor, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business and/or assets of the Company, by
agreement in form and substance reasonably satisfactory to Employee,
expressly to assume and agree to perform this Agreement in the same
manner and to the same extent as the Company would have been required if
no such succession had taken place. Failure of the Company to obtain
such agreement prior to the effectiveness of any such succession shall
be a breach of this Agreement and shall entitle Employee to compensation
from the Company in the same amount and on the same terms as Employee
would be entitled hereunder if Employee terminated Employee's employment
for Good Reason, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid that executes and delivers the agreement
provided for in this Section 6 or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.
(ii) This Agreement shall inure to the benefit of and be
enforceable by Employee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
If Employee should die while any amounts would still be payable to
Employee hereunder if Employee had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to Employee's devisee, legatee, or other
designee or, if there be no such designee, to Employee's estate.
7. NOTICE. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered or five days after deposit in the United
States mail, registered and return receipt requested, postage prepaid, addressed
to the respective addresses set forth on the last page of this Agreement, or to
such other address as either party shall have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
8. EMPLOYMENT WITH SUBSIDIARIES. Employment with the Company for
purposes of this Agreement (other than in Section 3(iii)) includes employment
with any corporation in which the Company has a direct or indirect ownership
interest of 50% or more of the total combined voting power of all classes of
stock.
9. MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by Employee and by the President or other authorized officer
of the Company. No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a
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waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
10. VALIDITY. The interpretation, construction and performance of this
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State ofTexas without regard to the principle of conflicts of laws.
The invalidity or unenforceability of any provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
each of which shall remain in full force and effect.
11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
12. DESCRIPTIVE HEADINGS. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any Provision of
this Agreement.
13. CORPORATE APPROVAL. This Agreement has been approved by the
Company's Board of Directors, and has been duly executed and delivered by
Employee and on behalf of the Company by its duly authorized representative.
14. ARBITRATION. Any dispute or controversy arising out of or in
connection with this Agreement as to the existence, construction, validity,
interpretation or meaning, performance, non-performance, enforcement, operation,
breach, continuance or termination thereof shall be submitted to arbitration
pursuant to the following procedure:
(a) Either party may demand such arbitration in writing after the
controversy arises, which demand shall include the name of the
arbitrator appointed by the party demanding arbitration, together with a
statement of the matter in controversy.
(b) Within 15 days after such demand, the other party shall name
an arbitrator, or in default thereof, such arbitrator shall be named by
the Arbitration Committee of the American Arbitration Association and
the two arbitrators so selected shall name a third arbitrator within 15
days or, in lieu of such agreement on a third arbitrator by the two
arbitrators so appointed a third arbitrator shall be appointed by the
Arbitration Committee of the American Arbitration Association.
(c) The Company shall bear all arbitration costs and expenses
incurred by Employee.
(d) The arbitration hearing shall be held at a site in Houston,
Texas, to be agreed to by a majority of the arbitrators on 10 days'
written notice to the parties.
(e) The arbitration hearing shall be concluded within 10 days
unless otherwise ordered by a majority of the arbitrators, and the award
thereon shall be made within 10 days after the close of the submission
of evidence. An award rendered by a majority of
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the arbitrators appointed pursuant to this Agreement shall be final and
binding on all parties to the proceeding during the period of this
Agreement, and judgment on such award may be entered by either party in
the highest court, state or federal, having jurisdiction; provided,
however, that Employee shall be entitled to specific performance of
Employee's right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection
with this Agreement.
The parties stipulate that the provisions hereof shall be a complete
defense to any suit, action, or proceeding instituted in any federal, state, or
local court or before any administrative tribunal with respect to any
controversy or dispute arising during the period of this Agreement and which is
arbitrable as herein set forth. The arbitration provisions hereof shall, with
respect to such controversy or dispute, survive the termination of this
Agreement.
Notwithstanding the pendency of any dispute or controversy pursuant to
this Section 14, the Company will continue to pay Employee Employee's full Base
Salary in effect when the notice giving rise to the dispute was given and
continue Employee as a participant in all compensation, benefit and insurance
plans in which Employee was participating when the notice giving rise to the
dispute was given, until the dispute is finally resolved in accordance with
Section 3(v) hereof. Amounts paid under this Section 14 are in addition to all
other amounts due under this Agreement and shall not be offset against or reduce
any other amounts due under this Agreement.
IN WITNESS WHEREOF, the Company and Employee have entered into
this Agreement effective for all purposes as of the day and year first above
written.
TECH-SYM CORPORATION
By: /s/ XXXXXXX X. XXXXX
President
Dated: August 16, 1996
EMPLOYEE
Dated: 21 August 1996 /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
Addresses:
If to the Company:
Tech-Sym Corporation
00000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attn: General Counsel
If to Employee:
5570 Aspen
Xxxxxxxx, Xxxxx 00000
