EXHIBIT 6
---------
CONDITIONAL EMPLOYMENT AGREEMENT
THIS AGREEMENT is made the 13th day of October, 1995
BETWEEN:
Strategic TECHNOLOGIES INC. ("Strategic")
AND:
DIGITAL PRODUCTS CORPORATION ("Digital")
AND:
XXXXXXX X. XXXXXX (the "Executive")
WHEREAS Digital and Strategic have agreed to merge pursuant to an Agreement and
Plan of Merger dated October 13, 1995 (the "Merger Agreement");
AND WHEREAS the Executive is currently the Chief Executive of Digital and the
parties have agreed that conditional upon completion of the merger that the
Executive will serve as the Chief Operating Officer of Strategic and Chief
Executive Officer of Digital.
NOW THEREFORE THIS AGREEMENT WITNESSETH:
1. Engagement:
-----------
At the Effective Time as defined in the Merger Agreement the Executive shall be
appointed a Director of and Vice-President and Chief Operating Officer of
Strategic and will also continue to serve as the Chief Executive Officer of
Digital. The Executive hereby agrees to serve Digital and Strategic in the
foregoing offices subject to the terms hereof.
2. Terms of Employment and Strategic Guarantee:
--------------------------------------------
The Executive shall be remunerated and the parties shall be governed by the
terms of the Executive Employment Agreement dated July 3, 1995 except as
hereinafter amended. The parties acknowledge that the engagement of the
Executive by Strategic shall be for nominal consideration and the Executive
shall continue to be remunerated by Digital. Strategic does hereby guarantee
the due performance by Digital of all of its covenants pursuant to the
Employment Agreement as hereby amended.
3. Amendment to Employment Agreement Terms:
---------------------------------------
(a) Paragraph 5 (b) of the Employment Agreement is deleted on the
Effective Date, as defined in the Merger Agreement, and the following
new paragraph 5 (b) is substituted in its place instead:
(b) Executive will receive an annual bonus in an amount up to Two
Hundred and Fifty Thousand Dollars ($250,000.00 US) based on the
annual net income of Strategic on a consolidated basis calculated
from the Effective Date as follows:
(i) Five per cent (5%) of the first One Million Dollars
($1,000,000.00 US) of Strategic net income before taxes
on a consolidated basis;
(ii) Four per cent (4%) of the next One Million Dollars
($1,000,000.00 US) of Strategic net income before taxes
on a consolidated basis;
(iii) Three per cent (3%) of the next One Million Dollars
($1,000,000.00 US) of Strategic net income before taxes
on a consolidated basis; and
(iv) Two per cent (2%) on any amount in excess of Three
Million Dollars ($3,000,000.00 US) of Strategic net
income before taxes on a consolidated basis to the
maximum bonus of $250,000 US.
(b) Strategic and Digital hereby agreed to indemnify the Executive with
respect to any good faith actions taken by the Executive in connection
with the services provided hereunder and particularly with respect to
the negotiation, execution and consummation of the merger transaction
between Strategic and Digital.
(c) Digital and Strategic acknowledge that the Executive shall have the
right to elect to terminate this Agreement and thereby cease his
engagement to render services to Digital and Strategic by notice in
writing to Strategic and Digital if any of the following events occur
during the term of the Employment Agreement:
(a) The Executive ceases to have the duties and authority of the
offices herein provided or such duties are modified so that they
are not commensurate with the usual duties generally applicable
to such offices;
(b) The Executive is required to relocate his place of employment
outside of Pompano Beach, Florida (although this right shall not
affect Strategic's or Digital's right to relocate the Pompano
Beach facilities, in which event arrangements will be negotiated
to provide home office or similar facilities for the Executive to
continue to render services in the Pompano Beach area); or
(c) There is any reduction in the Executive's base salary, benefits
or bonus hereunder.
In the event of a termination pursuant to one of the foregoing sub-paragraphs
the Executive shall be entitled to receive a lump sum payment equal to the
aggregate annual salary for the balance of the Term discounted to a present
value at an assumed interest rate of eight per cent (8%) p.a. provided, however,
that notwithstanding the foregoing, in the event that any payment or benefit
received, or to be received, by the Executive (whether pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with Digital) would
not be deductible as a result of Section 280G of the Internal Revenue Code of
1986, as amended, by Digital, an affiliate or other person making such payment
or providing such benefit, then
the total payments shall be reduced to the extent necessary to make the payment
fully deductible.
4. General Provisions:
------------------
(a) This Agreement shall be construed and enforced under the laws of the
State of Florida.
(b) Notices shall be deliverable hereunder:
if to Strategic: Building A, Unit 102
or to Digital 00000 - 00xx Xxxxxx
Xxxxxx, XX X0X 0X0
Fax: 000-000-0000
Attention: Xxxx Xxxxxxxx
-------------------------
with a copy to: Lang Xxxxxxxx Xxxxxxxx and Xxxx
0000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Fax: 000-000-0000
Attention: Xxxxxxxx Xxxxxxxxx
------------------------------
if to Executive: 000 X.X. 00 Xxx
Xxxxxxxx Xxxxx, Xxxxxxx
X.X.X. 00000
All notices shall be deemed to have been properly given when delivered
personally to the foregoing addresses.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
effective the date first above written.
STRATEGIC TECHNOLOGIES INC.
Per:/s/ Xxxxxxx Xxxxxxxx
--------------------
Execution Date: October 18, 1995
----------------
DIGITAL PRODUCTS CORPORATION
Per: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Execution Date: October 20, 1995
----------------
/s/ Xxxxxxx X. Xxxxxx
---------------------
XXXXXXX X. XXXXXX
Execution Date: October 20, 1995
----------------
