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EXHIBIT 10.bc
EMPLOYMENT AGREEMENT
SBS TECHNOLOGIES, INC. ("Company") and XXXXXXXXXXX X. XXXXXXX agree:
1. EMPLOYMENT. Company and Employee agree to the terms of employment,
effective the date of this Agreement, for the period beginning on the
date of this Employment Agreement and ending one year from its date or
upon discharge or resignation of Employee (the "Employment Period").
This agreement will automatically renew on each succeeding anniversary
date unless either party elects to cancel it. During the Employment
Period, Employee will serve in the capacities determined by the
Company. Employee will devote sufficient time and energies to the
business of Company to accomplish the duties assigned, will perform to
the best of Employee's ability all duties assigned to Employee by
Company and will devote Employee's best efforts to advance the
interests of Company. Employee will have the power and authority
determined by Company.
2. COMPENSATION. For all services performed by Employee for Company during
the Employment Period, Company will pay Employee the salary set forth
in Schedule "A". Employee will be entitled to participate in employee
benefit plans established by the Company. Vacation in amounts
designated by the Company will be taken at the times designated by
Company. During that vacation Employee will receive Employee's usual
compensation.
3. REIMBURSEMENT OF EXPENSES. Company recognizes that Employee in
performing Employee's duties hereunder, may be required to spend sums
of money in connection with those duties for the benefit of Company.
Employee may present to Company an itemized voucher listing expenses
paid by Employee in the performance of Employee's duties on behalf of
Company, and on presentation of such itemized voucher, Company will
reimburse Employee for all reasonable expenses itemized thereon,
including, but not limited to, travel, meals, lodging, entertainment,
and promotion with respect to all activities approved in advance by the
Company. Employee may receive advances from Company for anticipated
expenses. Employee agrees that the amount by which an advance exceeds
actual expenses ("Amount") will be promptly refunded to Company upon
determination by Company that it is due, that the Amount may be
deducted from any payments of any nature (including without limitation
salary) owed by Company to employee, and that the Amount will
constitute a debt from Employee to Company, enforceable by Company in
all respects as if Employee had executed a promissory note or other
instrument acknowledging the debt, bearing interest at a rate of 10%
per year from the date repayment is due and payable in full on demand
without set-off or deduction.
4. SICK LEAVE AND DISABILITY. Employee will be entitled to sick leave for
the number of days determined by Company ("Sick Leave"). Employee will
be considered to be disabled during any period in excess of Sick Leave
during which Employee is unable to work because of illness or
incapacity ("Disability Period"). Employee will be entitled to receive
Employee's full salary during Sick Leave and will be deemed to be on
leave, without pay, during the Disability Period. If Employee is unable
to work for a period in excess of 180 days, the Employee, at the
discretion of the Board of Directors of Company, will be considered to
have resigned. In no event will Employee be entitled to payment or
other compensation for unused Sick Leave or Disability Period, unless
required by law or otherwise provided in a policy or employment manual
adopted by the Board of Directors of Company.
5. RESTRICTIONS. Employee may not during the Employment Period, and for a
period of two years following the termination of the Employment Period,
anywhere in the United States, directly or indirectly, own, manage,
operate, invest in, control, be employed by, participate in, be a
financial sponsor of, or be connected in any manner with the ownership,
management, operation or control of any business which competes with a
business conducted by Company at any time during the Employment Period
or a business which Employee knows, during the Employment Period, that
Company intends to conduct. Employee acknowledges that this restriction
is necessary for the Company's welfare and protection in light of the
responsibilities assigned to
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Employee and Employee's status in the Company, that Employee is fully
and adequately compensated for this restriction, and that Company may
enforce this restriction through injunctive relief without limiting any
other relief which may be available to it.
6. RESIGNATION AND DISCHARGE. Employee may resign by giving three months
written notice to Company before resigning. Employee's death will
constitute a voluntary resignation. Company may discharge Employee
without cause upon three months written notice. If the Employment
Period is terminated by resignation or discharge without cause,
Employee will be paid at Employee's salary on a pro-rata basis through
the effective date of resignation or discharge ("Effective Date"), and
if requested by Company, employee will continue to render Employee's
services through the Effective Date. In addition, for a period of two
(2) years following Effective Date, Employee will remain a consultant
to the Chief Executive Officer and Board of Directors of the Company.
During that two year period, Employee will be available to consult for
up to 5 days per 3 month period, and will receive compensation, paid
bi-weekly, at an annual rate of 10% of the Employee's annual rate of
pay at time of resignation. In addition, Employee will be designated by
the Company's Board of Directors as eligible to participate in the
Company's medical plans (including the medical, visual, dental and any
substitute or similar plans adopted by Company). Company and Employee
will pay the same respective shares of the costs of these plans as
Company and full-time employees of Company pay. If during the
Employment Period, Employee violates any provision or restriction or
fails to perform any obligation contained in this Employment Agreement
or in any Company policy or Company employment manual or practice, or,
unless otherwise provided by Company policy or Company employment
manual, (a) is reasonably believed by Company (i) to have failed to
comply with any employment or nondiscrimination or similar law,
regulation or policy, (ii) to abuse, as determined by the Company,
alcohol or to use drugs, (other than as prescribed by Employee's
physician), or (b) refuses to submit to testing for alcohol or drugs,
or (c) is reasonably believed by Company to have committed or is
charged with any felony or misdemeanor (except minor traffic violations
and similar offenses), Company may immediately discharge Employee
without liability for salary after the date of the discharge and
without any other liability to Employee. In no event will Employee be
entitled, upon resignation or discharge with or without cause, to
payment for sick leave or similar benefits of any kind unless required
by law or otherwise provided in a policy or employment manual adopted
by the Board of Directors of Company.
7. CONFIDENTIAL INFORMATION. Employee acknowledges and recognizes that
Employee is, or will be, employed by Company in a confidential
relationship and may receive and have access to the confidential
business information, customer names, contracts and other customer
data, business methods, techniques and trade secrets of Company
("Confidential Information"). Employee may develop ideas, conceptions,
inventions, processes, methods, products and improvements; and Employee
may receive disclosures of ideas, conceptions, inventions, processes,
methods, products and improvements made by other employees of Company
("Company Inventions"). Employee may participate with Company in
improving and developing Confidential Information and Company
Inventions. Confidential Information and Company Inventions developed
on behalf of Company are neither commonly known nor readily accessible
to others and are used by Company in its business to obtain a
competitive advantage over Company's competitors who do not know or use
the Confidential Information or Company Inventions. Protection of the
Confidential Information and Company Inventions against unauthorized
disclosure and use is of critical importance to Company in maintaining
its competitive position. Employee agrees that Employee will not, at
any time, during or after the Employment Period, make any independent
use of, or disclose to any other person or organization, except as
authorized by Company in writing, any Confidential Information or
Company Inventions. Upon termination of the Employment Period for any
reason, Employee shall promptly deliver to Company all drawings,
manuals, letters, notes, notebooks, reports, customer lists, customer
data, mailing lists, and all
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other materials and records of any kind, and all copies thereof, that
may be in the possession of, or under the control of, Employee
pertaining to Company's business including any that contain any
Confidential Information or Company Inventions.
8. PERSONNEL POLICIES. Company's personnel policies apply to all of
Company's employees including Employee and describe additional terms
and conditions of employment of Employee. Those terms and conditions,
as they may be revised from time to time by Company, are incorporated
by reference into this Employment Agreement. Company reserves the right
to revise the personnel policies from time to time, as Company deems
necessary. If any personnel policy provision conflicts with a provision
of this Employment Agreement, the terms of this Employment Agreement
shall govern.
9. ALCOHOL AND DRUG TESTING. Employee agrees to comply with and submit to
any Company program or policy for testing for alcohol abuse or use of
drugs.
10. BINDING EFFECT. This Employment Agreement constitutes the entire
understanding of the parties, may be modified only in writing, is
governed by laws of New Mexico, and will bind and inure to the benefit
of Employee and Employee's personal representative and Company and
Company's successors and assigns.
DATED: December 27, 2000
COMPANY:
SBS TECHNOLOGIES, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxx, Ph.D.
Chairman, Management Development &
Compensation Committee
Board of Directors
EMPLOYEE:
/s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx X. Xxxxxxx
Chief Executive Officer and President
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SCHEDULE A
The annual rate of pay of Employee, effective January 1, 2001 shall be
$400,000.
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Addendum to Employment Agreement
Of
Xxxxxxxxxxx X. Xxxxxxx
This Addendum to the Employment Agreement between SBS Technologies,
Inc. ("Company") and Xxxxxxxxxxx X. Xxxxxxx ("Employee") dated December 27,
2000, sets forth the specific duties of Employee, pursuant to Paragraph 1 of the
Employment Agreement, as of March 9, 2001:
o Employee will work a minimum of 5 days per fiscal quarter;
o Employee will assist the President and Chief Executive Officer of the
Company with Company business strategies, customer relations and
acquisitions; and
o Employee will perform such other duties as the Board of Directors,
from time to time, may designate.
All provisions of the Employment Agreement dated December 27, 2000 remain
unchanged and in full force.
Dated: April 27, 2001
SBS Technologies, Inc.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxx, Ph.D.
Chairman, Management Development &
Compensation Committee
Board of Directors
Employee
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxxx X. Xxxxxxx
