EXHIBIT 10.3
OPTICAL CABLE CORPORATION
EMPLOYMENT AGREEMENT
This agreement made effective March 12, 1997 by and between Optical Cable
Corporation, having a place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx (hereinafter referred to as OCC), and Xxxxxx Xxxxxxxx, (hereinafter
referred to as Xxxxxxxx).
WHEREAS, OCC desires to employ Xxxxxxxx and Xxxxxxxx desires to accept such
employment upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, OCC employs Xxxxxxxx and Xxxxxxxx accepts employment upon the
following terms and conditions:
1. EMPLOYMENT AND DUTIES: Xxxxxxxx is employed as President & Chief
Executive Officer of OCC. Xxxxxxxx hereby agrees to abide by the terms
and conditions of this Agreement.
2. TERM: The term of this Agreement shall begin on March 12, 1997
and shall terminate on the 31st day of October, 1998.
3. STARTING DATE: This Agreement becomes effective March 12, 1997.
4. COMPENSATION: For all services rendered by Xxxxxxxx, OCC shall pay
Xxxxxxxx a salary, payable monthly, equal to 1.0% of the previous
fiscal year net sales and in order to stimulate the growth of OCC, OCC
shall pay Xxxxxxxx a sales commission equal to 1.0% of the positive
difference between the current fiscal year net sales and the prior year
net sales. Said sales commission shall be paid monthly and paid within
15 days after the end of the month. Said sales commission shall be
based on the difference in net sales between the period of employment
in the current fiscal year and the corresponding period of the previous
fiscal year.
5. PATENT RIGHTS: Xxxxxxxx'x interest in any and all inventions or
improvements made or conceived by him, or which he may make or conceive
at any time after the commencement of and until the termination of his
employment by OCC, either individually or jointly with others, shall be
the exclusive property of OCC, its successors, assignees or nominees.
He will make full and prompt disclosure in writing to an officer or
official of OCC, or to anyone designated for that purpose by OCC, of
all inventions or improvements made or conceived by him during the term
of his employment. At the request and expense of OCC, and without
further compensation to him, Xxxxxxxx for all inventions or
improvements which may be patentable, will do all lawful acts and
execute and acknowledge any and all letters patents in the United
States of America and foreign
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Shipping Address: Phone No. (000) 000-0000 Mailing Address:
0000 Xxxxxxxxx Xxxxx FAX (000) 000-0000 X.X. Xxx 00000
Xxxxxxx, XX 00000 Sales Dept 1-800-622-7711 Xxxxxxx, XX 00000-0000
XXX Internet xxxx://xxx.xxxxxxxx.xxx USA
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countries for any and all of the inventions and improvements set forth
herein, and for vesting in OCC the entire right, title and interest
thereto. As used in this Agreement, "inventions or improvements" means
discoveries, concepts, and ideas, whether patentable or not, relating
to any present of prospective activities of OCC, including, but not
limited to, devices, processes, methods, formulae, techniques and any
improvements to the foregoing.
6. CONFIDENTIALLY; DISCLOSURE OR INFORMATION: Since the work for which
Xxxxxxxx is employed and upon which he shall be engaged will include
trade secrets and confidential information of OCC or its customers,
Xxxxxxxx shall receive such trade secrets and confidential information
in confidence and shall not, except as required in the conduct of OCC's
business publish or disclose, or make use of or authorize any else to
publish, disclose, or make use of any such secrets of information
unless and until such secrets or information shall have ceased to be
secret or confidential as evidenced by general public knowledge. This
prohibition as to publication and disclosures shall not restrict him in
the exercise of his technical skill, provided that the exercise of such
skill does not involve the disclosure to others not authorized to
receive secret or confidential information of OCC or its customers. As
used in this Agreement, "trade secrets and confidential information"
means any formula, pattern device or compilation of information used in
the business of OCC or its customers which gives OCC or its customer an
opportunity to obtain advantage over competitors who do not know or use
such information; the term includes, but is not limited to, devices and
processes, whether patentable or not, compilations of information such
as customer lists, business and marketing plans, and pricing
information where much of the information involved by be generally
known or available but where the compilation, organization or use of
the information is not generally known and is of significance to the
business of OCC or its customers. The provisions of this paragraph 6
shall apply throughout the period of Xxxxxxxx'x employment with OCC and
for twelve (12) successive months immediately following termination of
that employment by either party for any reason.
7. NON-COMPETE: Xxxxxxxx covenants and agrees that during the term of his
employment with OCC (as employee, consultant or otherwise) and for the
twelve (12) consecutive months immediately following termination of
that employment by either party for any reason he will not own or have
an ownership interest in, or render services to, or work for any
business which competes with OCC or is engaged in the same or similar
business conducted by OCC during the period of Xxxxxxxx'x employment
with OCC or wishing three (3) months following termination of that
employment; nor will he call on, solicit or deal with any customers or
prospective customers of OCC learned about or developed during
Xxxxxxxx'x employment with OCC. This Agreement shall apply to Xxxxxxxx
as an individual for his own account, as a partner or joint venturer,
as an employee, agent salesman or consultant for any person or entity,
as an officer, director or shareholder.
8. RETURN OF OCC PROPERTY: Immediately upon the termination of his
employment with OCC, Xxxxxxxx will turn over to OCC all notes,
memoranda, notebooks, drawings, records, documents, and all computer
program source listings, object files, and executable images obtained
from OCC or developed or modified by him as part of his work for OCC
which are in his possession or under his control, whether prepared by
him or others, relating to any work done for OCC or relating in any way
to the business of OCC or its customers, it being acknowledged that all
such items are the sold property of OCC.
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9. BENEFITS: Xxxxxxxx shall be entitled to such vacation and benefits as
OCC may from time to time establish for employees of similar positions,
responsibilities and seniority.
10. BINDING ON OTHER PARTIES: This Agreement shall be binding upon and
inure to the benefit of Xxxxxxxx, his heirs, executors and
administrators, and shall be binding upon an inure to the benefit of
OCC and its successors and assigns.
11. ENFORCEMENT AND REMEDIES: This Agreement shall be enforced and
construed in accordance with the laws of the Commonwealth of Virginia.
Each party acknowledges that in the event of a breach or threatened
breach of the confidentiality of non-compete provisions set out in
paragraphs 6 and 7 of the Agreement, damages at law will be inadequate
and injunctive relief is appropriate in addition to whatever damages
may be recoverable. Xxxxxxxx agrees to pay the costs, including
attorneys fees, incurred by OCC in enforcing the provisions of
paragraphs 6 and 7.
Each and all of the several rights and remedies contained in or arising
by reason of this Agreement shall be construed as cumulative and no one
of them shall be exclusive of any other or of any right or priority
allowed by law or equity. Nothing in this Agreement is intended to be
in derogation of the rights of either party under or pursuant to any
federal or state statute.
12. NOTICES: Any notice required or desired to be given under this
Agreement shall be deemed given if in writing sent by U.S. Mail to his
last known residence in the case of Xxxxxxxx or to its principal office
in the case of OCC.
13. SEVERABILITY AND LIMITED ENFORCEABILITY: It is understood and agreed
that, should any portion of any clause or paragraph of this Agreement
be deemed too broad to permit enforcement to its full extent, then such
restriction shall be enforced to the maximum extent permitted bylaw,
and the parties hereby consent and agree that such scope may be
modified accordingly in an proceeding brought to enforce such
restriction. Further, it is agreed that, should any provision in the
Agreement be entirely unenforceable, the remaining provisions of this
Agreement shall not be affected.
14. ASSIGNMENT: This Agreement and the rights and obligations hereunder
shall be deemed unique and personal to Xxxxxxxx and Xxxxxxxx may not
transfer, pledge, encumber, assign, anticipate, or alienate all or any
part of this Agreement.
15. PRIOR AGREEMENTS; MODIFICATION: No modifications or waiver of this
Agreement, or of any provision thereof, shall be valid or binding,
unless in writing and executed by both of three parties hereto. No
waiver by either party of any breach of any term or provision of this
Agreement shall be construed as a waiver of any succeeding breach of
the same or any other term or provision.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxxx
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WITNESS NAME
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, President
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